U.S.
Securities and Exchange Commission
 Washington,
DC 20549
  Amendment No. 1 to the
 Form
10-K
 
 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
  March
31, 2010
  Commission
File Number 000-27019
  Global
Investor Services, Inc.
 (Formerly
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.)
 
 708 3rdAvenue, 6th
Floor
 New York, New York
10017
 (Address
of principal executive offices)
  Issuer’s
telephone number: (212)227-2242
  Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months, (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes x No o
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).   Yes  x
No   ̈
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  x
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer  ̈
                      
                      Accelerated
      filer  ̈Non-accelerated
      filer  ̈
                      
                      (Do
      not check if a smaller reporting company)
                      
                      Smaller
      reporting company  x
 
 Indicate
by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes  ̈   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 the last
business day of the registrant’s most recently completed second fiscal quarter.
$25,547,912 based on the average closing bid and asked prices on June 25th,
2010.
 
 State
issuer’s revenue for its most recent fiscal year. $1,141,687
  As of
June 25th, 2010, there were 388,544,055 shares of the common stock, par value
$.001 per share, issued and outstanding.
 
 Documents
incorporated by reference
 
 List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980):  None
  
 
 GLOBAL
INVESTOR SERVICES, INC.
 
 2010
FORM 10-K ANNUAL REPORT
 
 TABLE
OF CONTENTS
 
 PagePART IItem 1.
                      
                      Business.
                      
                      2Item 1A.
                      
                      Risk
      Factors.
                      
                      4Item 1B.
                      
                      Unresolved
      Staff Comments.
                      
                      10Item 2.
                      
                      Properties.
                      
                      10Item 3.
                      
                      Legal
      Proceedings.
                      
                      10Item 4.
                      
                      (Removed
      and Reserved)
                      
                      10PART
      IIItem 5.
                      
                      Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.
                      
                      11Item 6.
                      
                      Selected
      Financial Data.
                      
                      14Item 7.
                      
                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                      
                      14Item
      7A.
                      
                      Quantitative
      and Qualitative Disclosures About Market Risk.
                      
                      24Item 8.
                      
                      Financial
      Statements
                      
                      24Item 9.
                      
                      Changes
      and Disagreements With Accountants on Accounting and Financial
      Disclosure.
                      
                      24Item 9A
                      
                      Controls
      and Procedures.
                      
                      25Item 9B.
                      
                      Other
      Information.
                      
                      26PART
      IIIItem 10.
                      
                      Directors,
      Executive Officers and Corporate Governance.
                      
                      26Item 11.
                      
                      Executive
      Compensation.
                      
                      27Item
      12.
                      
                      Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                      
                      30Item
      13.
                      
                      Certain
      Relationships and Related Transactions, and Director
      Independence.
                      
                      30Item
      14.
                      
                      Principal
      Accounting Fees and Services.
                      
                      31Item
      15.
                      
                      Exhibits,
      Financial Statement Schedules.
                      
                      32Signatures
                      
                      33
  1
  FORWARD-LOOKING
STATEMENTS
 
 CERTAIN
STATEMENTS IN THIS ANNUAL REPORT MAY CONSTITUTE “FORWARD LOOKING STATEMENTS”.
WHEN THE WORDS “BELIEVES,” “EXPECTS,” “PLANS,” “PROJECTS,” “ESTIMATES” AND
SIMILAR EXPRESSIONS ARE USED, THEY IDENTIFY FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT’S CURRENT BELIEFS AND
ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT AND INVOLVE KNOWN
AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT
FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY
THESE FORWARD-LOOKING STATEMENTS. INFORMATION CONCERNING FACTORS THAT COULD
CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING
STATEMENTS CAN BE FOUND IN OUR PERIODIC REPORTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. WE UNDERTAKE NO OBLIGATION TO PUBLICLY RELEASE REVISIONS TO
THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES OR
REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
 
 PART
I
 
 ITEM
1.   BUSINESS.
 
 Corporate
History
  Global
Investor Services, Inc. (hereinafter referred to as the “Company”, and “GISV”)
was incorporated in the state of Nevada on August 1, 2005. Effective September
18, 2006, the Company changed its name to TheRetirementSolution.com, Inc., and
on October 1, 2008 the Company changed its name to Global Investor Services,
Inc. The Company was initially formed to market portfolios of stocks via
subscription. In 2007, a new chief executive officer was installed and a
strategy was developed to create and market a diverse portfolio of products and
services for the financial education and financial information industry. This
strategy included strategic acquisitions, such as the acquisitions of Razor
Data, LLC and Investment Tools and Training, LLC, which have provided the
Company with an integrated platform in which it can market and deliver investor
education products and investor services. The stock symbol is GISV.
 
 Industry
Overview
 
 In recent
years, many investors have taken greater personal control of their investment
activities, bypassing traditional brokers to trade with online brokerage firms
and performing their own financial and investment research, often using the
Internet. The Internet provides retail investors with easy access to information
that once was readily available only to investment professionals, such as timely
market news, intraday and historical quotes, charts, company filings with the
Securities and Exchange Commission, equity research and analysts’ earnings
estimates. However, while vast quantities of investment information are now
available, insight and expertise to make sense of it remains essential and not
readily available to small retail investors.
  Additionally,
during these past years the business environment for financial services and
financial education has been in a phase of growth and expansion. Significantly,
according to a Securities and Exchange Commission Special Study: On-Line
Brokerage: Keeping Apace of Cyberspace
(http://www.sec.gov/news/studies/cyberspace.htm ) “Recent advances in
information technology - particularly the Internet - are revolutionizing
commerce. The securities industry, most significantly on-line brokerage, is at
the forefront of this revolution.  We believe on-line brokerage has
significantly changed the dynamics of the marketplace, causing one of the
biggest shifts in individual investors' relationships with their brokers since
the invention of the telephone. For the first time ever, investors can - from
the comfort of their own homes - access a wealth of financial information on the
same terms as market professionals, including breaking news developments and
market data. In addition, on-line brokerage provides investors with tools to
analyze this information, such as research reports, calculators, and portfolio
analyzers. Finally, on-line brokerage enables investors to act quickly on this
information.”
 
 Supporting
this growing demand is efficient access to financial information and tools
driven by advancements in information technology and lower costs of acquiring
the necessary tools. In our opinion, this sector contains three main categories:
financial information, financial education and data.
 
 We
believe that the number of U.S. households that own stocks, either directly or
through a mutual fund or retirement plan, has increased proportionally since
1983. Financial information is readily accessed from sources such as cable TV
channels and online news providers, while financial education can be accessed
from the likes of online brokers. While it is difficult to quantify the size of
the addressable market for financial education and financial information, we
believe it is likely to keep growing into the future as more and more investors
elect to make their own financial decisions.
  2
 
 Business Overview
  The
Company’s business structure is to generate revenue from several distinct
and related sources; marketing and sales of investor education products under
the InvestView brand; financial information delivery services through its Razor
Data subscription based business and tutorial, mentoring and advisory services
that enable customers to apply the information they obtain in the Company’s
courses in the real world.  The Company believes that by offering
financial information and financial education in one integrated operating
platform is a viable business strategy.
 
 The
Company’s products align a complete range of educational tools, research,
analysis, financial news and financial information so that customers can more
effectively control their personal finances and develop trading strategies for
investing in the stock market. The Company believes that its integrated business
model broadens client reach, increases customer retention and creates recurring
revenue from our customer base.
 
 The
Company’s unique offerings include:
 
 ·   A
comprehensive program of successively complex financial educational
courses that are sold to customers on a subscription basis and are
delivered on line through the Company’s website;
 ·   In–house
developed trading tools with actionable trading indicators;
 ·
              Blogs,
      newsletters and other reference materials that describe investment
      strategies; and
 ·
              Mentoring,
      coaching and advisory services that are available on a subscription
      basis.
 
 Acquisitions
 
 Investment
Tools & Training, LLC
 On
January 15th, 2008
the Company acquired Investment Tools & Training, LLC, which brings a
highly experienced management team into the Company and an on-line investor
education and distribution system as well as traditional distribution through
partners. The Company benefits by having acquired experienced management
immediately, which assures a deep bench of talent with a successful multi-year
track record in this industry.
 
 Razor
Data,Corp
 The
Company, on January 15th 2008,
also acquired Razor Data, which brings a robust technology platform into the
Company where virtually no capital needs to be invested in the execution of the
Company’s business strategy. Razor Data brings experienced technology and
operations management and a highly capable development team. Since it began
operations five years ago, Razor Data has realized dramatic growth in its
subscriber base as a low cost provider, and has achieved profitability in each
year of its operations. In addition to its active user base, it has a marketing
database of 90,000 potential product customers.
 
 Competition
 
 The
company faces competition for subscribers from all forms of financial news and
information sources, including print publications, television and radio, and
other internet information services providers. The financial services sector is
diverse, growing and characterized by rapid change where there are no dominant
players. Competitors in this sector have unique attributes and a dominant player
has yet to emerge. Despite rapid expansion, the broad sector penetration is
still relatively in the early stages, competitors offer different products and
services and success is characterized by speed to market and uniqueness of its
offering. There are a multitude of providers for online financial information,
each using their own analysis methods and research tools. Our competitors
include Edgar Online, BankRate.com, TheStreet.com and Morningstar, Swim group,
optionsXpress and others. Competition may result in price reductions, decreased
gross margins and loss of market share. Certain of our competitors have greater
financial and other resources than we have.
  3
  Intellectual   Property
  Our
success depends in part on our proprietary technology and know-how and to a
great degree on our ability to broadly market our products to our potential
customers and gain their acceptance of those products. The Company owns, through
its acquisitions of Investment
Tools & Training and Razor Data (1) all the financial education
products and education and teaching modules in both on-line and physical forms
which it markets, sells and delivers through its businesses, (2) all technical
tools, presentations, charts, analyses, strategies, customer teaching and
support methodologies, subscription services delivery content and systems, and
(3) all marketing know-how, product names and brands, logos, names descriptors,
url’s and private labeling capability.
 
 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 which seeks to
augment a user’s informed decision-making process rather than act as a conductor
of investment decisions or a representative of investment services, our
activities do not fall within the scope of 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
  GISV has
24 employees. The Company has not experienced any work stoppages and considers
relations with its employees to be good.
  ITEM
1A. RISK FACTORS
 
 You
should carefully consider the following material risk factors as well as all
other information set forth or referred to in this report before purchasing
shares of our common stock. Investing in our common stock involves a high degree
of risk. The Company believes all material risk factors have been presented
below. If any of the following events or outcomes actually occurs, our business
operating results and financial condition would likely suffer. As a result, the
trading price of our common stock could decline, and you may lose all or part of
the money you paid to purchase our common stock.
  Risks
Related to our Business
  We have a limited
operating history, and therefore there is a high risk of
potential business failure unless we can overcome the various obstacles inherent
to an early stage business.
  We have
only limited prior business operations. Because of our limited operating
history, you may not have adequate information on which you can base an
evaluation of our business and prospects. Investors should be aware of the
difficulties, delays and expenses normally encountered by an enterprise in its
early stage, many of which are beyond our control, including unanticipated
research and development expenses, employment costs, and administrative
expenses. We cannot assure our investors that our proposed business plans as
described herein will materialize or prove successful, or that we will be able
to finalize development of our products or operate profitably.
  We
have incurred substantial operating losses since inception (August 1, 2005) and
we may never achieve profitability.
  From our
inception on August 1, 2005 through March 31, 2010, we have incurred cumulative
losses of $29,550,899 plus an additional loss of $27,233,173 resulting from the
full impairment of the Goodwill being carried from our acquisitions. As a result
of the start-up nature of our business, we expect to continue to incur
substantial expenses. There can be no assurance that we will achieve
profitability in the immediate future or at any time. We do not expect to be
profitable in 2010, during which we will engage primarily in marketing our
products.  Our cash balance on March 31, 2010 was $48,828 and our average
cash burn for the year ended March 31, 2010 was approximately $96,497 per month.
As of the date of this filing, we have minimal operating capital to continue our
business and marketing initiatives for the next twelve months. As a result, the
Company is actively seeking to secure additional working capital through the
sale of its securities.
  4
 
 Our
independent auditors have expressed substantial doubt about our ability to
continue as a going concern.
 
 In their
audit opinion issued in connection with our consolidated balance sheets as of
March 31, 2010 and our related consolidated statements of operations,
stockholders’ equity, and cash flows for the year ended March 31, 2010, our
auditors have expressed substantial doubt about our ability to continue as a
going concern given our recurring net losses, negative cash flows from
operations and the limited amount of funds on our balance sheet.  We have
prepared our financial statements on a going concern basis, which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business.  The consolidated financial statements do
not include any adjustments that might be necessary should we be unable to
continue in existence.
  Given our
historical financial losses and current financial condition we
will need additional financing to execute our business plan for the fiscal year
ending March 31, 2011. Our inability to obtain sufficient additional capital
could reduce the value the market currently places on our common
stock.
  We have
no current commitment for such future funding and there can be no assurance that
additional capital will be available on terms acceptable to us, or at all.
Selling additional stock would dilute the equity interests of our stockholders.
Further, if we sell stock at a price lower than the conversion price of the
Notes held by the selling stockholders, the number of shares of our common stock
issuable upon conversion of those Notes will automatically increase; thereby
further diluting the equity interests of our stockholders. If we are unable to
secure additional capital, we will be forced to reduce our investment in
development and commercialization efforts, which will impair our ability to
execute our plans. We used cash of  $1,157,964 in operating activities
for the fiscal year ended March 31, 2010 and, expect to generate positive cash
from operations in the fiscal year ending March 31, 2011.
  The
Company is currently in default under a portion its convertible promissory notes
and the investors have the right to commence an action to collect the amounts
due.
  In
connection with a private placement the Company completed on May 8, 2007, the
Company issued convertible promissory notes to the investors which matured on
August 31, 2007. The Company has failed to make payment of the amounts
outstanding for the principal and has been paying the interest in stock. The
investors therefore have the right to bring an action to collect the outstanding
amounts under such convertible promissory notes. As of the date of this filing,
seven of the ten investors have extended these notes until May 11, 2011 for an
aggregate of $650,000 leaving $200,000 in default.
 
 As of
March 31, 2010, the Company was in default on certain notes and convertible
debentures totaling approximately $421,000. The investors have not declared a
default by the Company, although there can be no assurance that they will not
declare a default in the future.
 
 We
may not be able to manage our growth effectively, which could slow or prevent
our ability to achieve profitability.
  The
ability to manage and operate our business as we execute our development and
growth strategy will require effective planning. Significant rapid growth could
strain our internal resources and delay or prevent our efforts to achieve
profitability. We expect that our efforts to grow will place a significant
strain on our personnel, management systems, infrastructure and other resources.
Our ability to manage future growth effectively will also require us to
successfully attract, train, motivate, retain and manage new employees and
continue to update and improve our operational, financial and management
controls and procedures. If we do not manage our growth effectively slower
growth is likely to occur and thereby slowing or negating our ability to achieve
and sustain profitability.
  We
may not be able to fully protect our proprietary rights and we may infringe the
proprietary rights of others which could result in costly
litigation.
  Our
future success depends on our ability to protect and preserve the proprietary
rights related to our products. We cannot assure you that we will be able to
prevent third parties from using our intellectual property rights and technology
without our authorization. The Company intends to pursue aggressively all
efforts to obtain patent protection for our technology. The Company also relies
on trade secrets, common law trademark rights and trademark registrations, as
well as confidentiality and work for hire, development, assignment and license
agreements with employees, consultants, third party developers, licensees and
customers. Our protective measures for these intangible assets afford only
limited protection and may be flawed or inadequate.
  Policing
unauthorized use of our technology is difficult and some foreign laws do not
provide the same level of protection as U.S. laws. Litigation may be necessary
in the future to enforce our intellectual property rights, to protect our trade
secrets or patents that we may obtain, or to determine the validity and scope of
the proprietary rights of others. Such litigation could result in substantial
costs and diversion of resources and have a material adverse effect on our
future operating results.
  5
 
 In recent
years, there has been significant litigation in the United States involving
patents and other intellectual property rights. In particular, there has been an
increase in the filing of suits alleging infringement of intellectual property
rights, which pressure defendants into entering settlement arrangements quickly
to dispose of such suits, regardless of their merits. Other companies or
individuals may allege that we infringe on their intellectual property rights.
Litigation, particularly in the area of intellectual property rights, is costly
and the outcome is inherently uncertain. In the event of an adverse result, we
could be liable for substantial damages and we may be forced to discontinue our
use of the subject matter in question or obtain a license to use those rights or
develop non-infringing alternatives.
 
 The
industry in which the Company operates is highly competitive and has low
barriers to entry. Increased competition would make profitability even more
difficult to achieve.
 
 The
Company competes with many providers of business and financial information
including INVESTools, optionsXpress, Bloomberg, S&P’s Capital IQ,
Dun & Bradstreet, Reuters, Standard & Poor’s, Thompson
Financial, 10-K Wizard, MSN, Yahoo!, TheStreet.com among others. Its industry is
characterized by low barriers to entry, rapidly changing technology, evolving
industry standards, frequent new product and service introductions and changing
customer demands. Many of its existing competitors have longer operating
histories, name recognition, larger customer bases and significantly greater
financial, technical and marketing resources than the Company does. Current
competitors or new market entrants could introduce products with features that
may render the Company’s products and services obsolete or uncompetitive. To be
competitive and to serve its customers effectively, the Company must respond on
a timely and cost-efficient basis to changes in technology, industry standards
and customer preferences. The cost to modify its products, services or
infrastructure in order to adapt to these changes could be substantial and the
Company cannot be sure that it will have the financial resources to fund these
expenses. Increased competition could result in reduced operating margins, as
well as a loss of market share and brand recognition. If these events occur,
they could have a material adverse effect on the Company’s
revenues.
  Our
business could be negatively affected by any adverse economic developments in
the securities markets and/or the economy in general.
  We depend
on the interest of individuals in obtaining financial information and securities
trading strategies to assist them in making their own investment decisions.
Significant downturns in the securities markets or in general economic
conditions may cause individuals to be reluctant to make their own investment
decisions and thus decrease the demand for our products.
 
 The
Company may encounter risks relating to security or other system disruptions and
failures that could reduce the attractiveness of its sites and that could harm
its business.
 
 Although
the Company has implemented various security mechanisms, its business is
vulnerable to computer viruses, physical or electronic break-ins and similar
disruptions, which could lead to interruptions, delays or loss of data. For
instance, because a portion of its revenue is based on individuals using credit
cards to purchase subscriptions over the Internet and a portion from advertisers
who seek to encourage people to use the Internet to purchase goods or services,
the Company’s business could be adversely affected by these break-ins or
disruptions. Additionally, its operations depend on its ability to protect
systems against damage from fire, earthquakes, power loss, telecommunications
failure, and other events beyond the Company’s control. Moreover, the Company’s
website may experience slower response times or other problems for a variety of
reasons, including hardware and communication line capacity restraints, software
failures or during significant increases in traffic when there have been
important business or financial news stories and during the seasonal periods of
peak SEC filing activity. These strains on its systems could cause customer
dissatisfaction and could discourage visitors from becoming paying subscribers.
The Company’s websites could experience disruptions or interruptions in service
due to the failure or delay in the transmission or receipt of information from
Stockdiagnostics.com. These types of occurrences could cause users to perceive
its website and technology solutions as not functioning properly and cause them
to use other methods or services of its competitors. Any disruption resulting
from these actions may harm the Company’s business and may be very expensive to
remedy, may not be fully covered by our insurance and could damage its
reputation and discourage new and existing users from using its products and
services. Any disruptions could increase costs and make profitability even more
difficult to achieve.
  6
 
 The
Company could face liability and other costs relating to storage and use of
personal information about its users.
 
 Users
provide the Company with personal information, including credit card
information, which it does not share without the user’s consent. Despite this
policy of obtaining consent, however, if third persons were able to penetrate
the Company’s network security or otherwise misappropriate its users’ personal
or credit card information, it could be subject to liability, including claims
for unauthorized purchases with credit card information, impersonation or other
similar fraud claims, and misuses of personal information, such as for
unauthorized marketing purposes. New privacy legislation may further increase
this type of liability. Furthermore, the Company could incur additional expenses
if additional regulations regarding the use of personal information were
introduced or if federal or state agencies were to investigate our privacy
practices.
  Legal
uncertainties and government regulation of the Internet could adversely affect
the Company’s business.
 
 Many
legal questions relating to the Internet remain unclear and these areas of
uncertainty may be resolved in ways that damage the Company’s business. It may
take years to determine whether and how existing laws governing matters such as
intellectual property, privacy, libel and taxation apply to the Internet. In
addition, new laws and regulations that apply directly to Internet
communications, commerce and advertising are becoming more prevalent. As the use
of the Internet grows, there may be calls for further regulation, such as more
stringent consumer protection laws.
 
 These
possibilities could affect the Company’s business adversely in a number of ways.
New regulations could make the Internet less attractive to users, resulting in
slower growth in its use and acceptance than is expected. The Company may be
affected indirectly by legislation that fundamentally alters the practicality or
cost-effectiveness of utilizing the Internet, including the cost of transmitting
over various forms of network architecture, such as telephone networks or cable
systems, or the imposition of various forms of taxation on Internet-related
activities. Complying with new regulations could result in additional cost to
the Company, which could reduce its profit margins or leave it at risk of
potentially costly legal action.
  Our
future success depends on retaining our existing key employees and hiring and
assimilating new key employees. The loss of key employees or the inability to
attract new key employees could limit our ability to execute our growth
strategy, resulting in lost sales and a slower rate of growth.
  Our
success depends in part on our ability to retain key employees including our
executive officers. Although we have certain employment agreements in effect
with our executives, each executive can terminate his or her agreement generally
with 90 days notice. It would be difficult for us to replace any one of these
individuals. In addition, as we grow we will need to hire additional key
personnel. We may not be able to identify and attract high quality employees or
successfully assimilate new employees into our existing management
structure.
  Risks
Related to Our Common Stock
  We
have a history of operating losses and expect to report future losses that may
cause our stock price to decline.
  For the
operating period since inception (August 1, 2005) through March 31, 2010, we
have incurred a net cumulative loss of $56,784,072 of which $27,233,173 was from
a onetime impairment of 100% of the goodwill associated with the recent
acquisitions. The Net Operating Loss for the year ending March 31, 2010 was
$7,099,072.
We expect to continue to incur losses as we spend additional capital to market
our products and establish our infrastructure and organization to support
anticipated operations.  We cannot be certain whether we will ever be
profitable, or if we do, that we will be able to continue to be profitable.
Also, any economic weakness or global recession may limit our ability to market
our products. Any of these factors could cause our stock price to decline and
result in you losing a portion or all of your investment.
 
 We will need to
raise additional capital. If we are unable to raise additional capital, our
business may fail.
 
 Because
our revenues are not yet sufficient to cover expenses or fund our growth, we
need to secure on-going funding. If we are unable to obtain adequate additional
financing, we may not be able to successfully market and sell our products, our
business operations will most likely be discontinued and we will cease to be
going concern. To secure additional financing, we may need to borrow money or
sell more securities. Under these circumstances, we may be unable to secure
additional financing on favorable terms or at all. Selling additional stock,
either privately or publicly, would dilute the equity interests of our
stockholders. If we borrow money, we will have to pay interest and may also have
to agree to restrictions that limit our operating flexibility. If we are unable
to obtain adequate financing, we may have to curtail business operations which
would have a material negative effect on operating results and most likely
result in a lower stock price.
  7
  Our
common stock has experienced in the past, and is expected to experience in the
future, significant price and volume volatility, which substantially increases
the risk that you may not be able to sell your shares at or above the price that
you pay for the shares.
  Certain
factors, some of which are beyond our control, that may cause our share price to
fluctuate significantly include, but are not limited to, the
following:
 
 ·
              variations
      in our quarterly operating results;
 ·
              our
      ability to complete the research and development of our
      technologies;
 ·
              the
      development of a future market for our
products;
 ·
              changes
      in market valuations of similar
companies;
 ·
              additions
      or departures of key personnel; and
 ·
              fluctuations
      in stock market price and volume.
 
 Additionally,
in recent years the stock market in general, and the Over-the-Counter Bulletin
Board and technology stocks in particular, have experienced extreme price and
volume fluctuations. In some cases these fluctuations are unrelated or
disproportionate to the operating performance of the underlying company. These
market and industry factors may materially and adversely affect our stock price
regardless of our operating performance. The historical trading of our common
stock is not necessarily an indicator of how it will trade in the future and our
trading price as of the date of this prospectus is not necessarily an indicator
of what the trading price of our common stock might be in the future. In the
past, class action litigation has often been brought against companies following
periods of volatility in the market price of those companies’ common stock. If
we become involved in this type of litigation in the future it could result in
substantial costs and diversion of management attention and resources, which
could have a further negative effect on your investment in our
stock.
  Shares
of our common stock may be subject to price illiquidity and volatility because
our shares may continue to be thinly traded and may never become eligible for
trading on Nasdaq or a national securities exchange.
  Although
a trading market for our common stock exists, the trading volume has not been
significant and an active trading market for our common stock may never develop.
There currently is no analyst coverage of our business. During the period from
March 31, 2009 through March 31, 2010  the average daily trading
volume of our common stock was approximately 260,000shares (or
approximately 1% of the
shares currently available in the market as of March 31, 2010). The trading
volume of our shares will continue to be limited due to resale restrictions
under applicable securities laws and the fact that approximately 58% of our outstanding shares are held
by officers, directors and stockholders holding greater than a 5% interest in
the Company. As a result of the limited trading market for our common stock and
the lack of analyst coverage, the market price for our shares may continue to
fluctuate significantly and will likely be more volatile than the stock market
as a whole. There may be a limited demand for shares of our common stock due to
the reluctance or inability of certain investors to buy stocks quoted for
trading on the OTC Bulletin Board, lack of analyst coverage of our common stock
and limited trading market for our common stock. As a result, even if prices
appear favorable, there may not be sufficient demand to complete a stockholder’s
sell order. Without an active public trading market or broader public ownership,
shares of our common stock are likely to be less liquid than the stock of public
companies with broad public ownership and an active trading market, and any of
our stockholders who attempt to sell their shares in any significant volumes may
not be able to do so at all, or without depressing the publicly quoted bid
prices for our shares.
  While we
may, at some point, be able to meet the requirements necessary for our common
stock to be listed on the Nasdaq stock market or on another national securities
exchange, we cannot assure you that we will ever achieve such a listing. Listing
on one of the Nasdaq markets or one of the national securities exchanges is
subject to a variety of requirements, including minimum trading price and
minimum public “float” requirements. There are also continuing eligibility
requirements for companies listed on national securities exchanges. If we are
unable to satisfy the initial or continuing eligibility requirements of any such
market, then our stock may not be listed or could be delisted. This could result
in a lower trading price for our common stock and may limit your ability to sell
your shares, which could result in you losing some or all of your
investments.
  8
 
 There
Is No Assurance Of An Established Public Trading Market, Which Would Adversely
Affect The Ability Of Investors In Our Company To Sell Their Securities In The
Public Markets.
 
 Although
our common stock trades on the OTCBB, a regular trading market for our common
stock may not be sustained in the future. The National Association of Securities
Dealers (the “NASD”) limits quotation on the OTCBB to securities of issuers that
are current in their reports filed with the SEC. If we fail to be current in the
filing of our reports with the SEC, our common stock will not be able to be
traded on the OTCBB.  The OTCBB is an inter-dealer market that
provides significantly less liquidity than a national securities exchange or
automated quotation system. Quotes for stocks included on the OTCBB are not
listed in the financial sections of newspapers as are those for stocks listed on
national securities exchanges or automated quotation systems. Therefore, prices
for securities traded solely on the OTCBB may be difficult to obtain and holders
of common stock may be unable to resell their securities at or near their
original offering price or at any price. Market prices for our common stock may
be influenced by a number of factors, including:
  ·
                the
      issuance of new equity securities;
 ·
                changes
      in interest rates;
 ·
                competitive
      developments, including announcements by competitors of new products or
      services or significant contracts, acquisitions, strategic partnerships,
      joint ventures or capital
commitments;
 ·
                variations
      in quarterly operating results;
 ·
                change
      in financial estimates by securities
analysts;
 ·
                the
      depth and liquidity of the market for our common
  stock;
 ·
                investor
      perceptions of our company and the technologies industries generally;
      and
 ·
                general
      economic and other national
conditions.
  Our
Common Stock will be subject to the “Penny Stock” rules promulgated by the
Securities and Exchange Commission.
  The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:
 
 ·
                that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and
 ·
              the
      broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.
 
 In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:
 
 ·
              obtain
      financial information and investment experience objectives of the person;
      and
 ·
              make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.
 
 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:
 
 ·
              sets
      forth the basis on which the broker or dealer made the suitability
      determination; and
 ·
              that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.
 
 Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.
 
 Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
 
 Failure
To Achieve And Maintain Internal Controls In Accordance With Sections 302 And
404(A) Of The Sarbanes-Oxley Act Of 2002 Could Have A Material Adverse Effect On
Our Business And Stock Price.
 
 If we
fail to maintain adequate internal controls or fail to implement required new or
improved controls, as such control standards are modified, supplemented or
amended from time to time; we may not be able to assert that we can conclude on
an ongoing basis that we have effective internal controls over financial
reporting. Effective internal controls are necessary for us to produce reliable
financial reports and are important in the prevention of financial
fraud.  If we cannot produce reliable financial reports or prevent
fraud, our business and operating results could be harmed, investors could lose
confidence in our reported financial information, and there could be a material
adverse effect on our stock price. We have examined and evaluated our internal
control procedures, including controls over financial reporting to satisfy the
requirements of Section 404(a) of the Sarbanes-Oxley Act, as required for our
Annual Report on Form 10-K for the year ended March 31, 2010, and noted
weaknesses that need to be addresses during the current reporting period in
order for our internal controls to be effective. Failure to implement and
maintain internal controls in accordance with sections 302 and 404(a) of the
Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business
and stock price.
  9
 
 Because
We Have No Plans To Pay Dividends On Our Common Stock, Stockholders Must Look
Solely To Appreciation Of Our Common Stock To Realize A Gain On Their
Investments.
 
 We do not
anticipate paying any dividends on our common stock in the foreseeable future.
We currently intend to retain future earnings, if any, to finance the expansion
of our business. Our future dividend policy is within the discretion of our
board of directors and will depend upon various factors, including our business,
financial condition, results of operations, capital requirements and investment
opportunities. In addition, our senior credit facility limits the payment of
dividends without the prior written consent of the lenders. Accordingly,
stockholders must look solely to appreciation of our common stock to realize a
gain on their investment. This appreciation may not occur.
  Certain
provisions of Nevada law and of our corporate charter may inhibit a potential
acquisition of our Company, and this could depress our
stock price.
  Nevada
corporate law includes provisions that could delay, defer or prevent a change in
control of our company or our management. These provisions could discourage
information contests and make it more difficult for you and other stockholders
to elect directors and take other corporate actions. As a result, these
provisions could limit the price that investors are willing to pay in the future
for shares of our common stock. For example:
  (i)
              without
      prior stockholder approval, the Board of Directors has the authority to
      issue one or more classes of preferred stock with rights senior to those
      of common stock and to determine the rights, privileges and inference of
      that preferred stock;
 (ii)
              there
      is no cumulative voting in the election of directors, which would
      otherwise allow less than a majority of stockholders to elect director
      candidates; and
 (iii)
              stockholders
      cannot call a special meeting of
stockholders.
  ITEM
1B. UNRESOLVED STAFF COMMENTS
 
 Not
applicable.
 
 ITEM
2.  PROPERTIES
 
 The
Company leases its principal executive offices, which are located at 708 3rd Avenue,
6th
Floor, New York, New York. The lease is on a month to month basis and is in a
shared executive office facility at a cost of approximately $2000 per
month.
 
 The
Operations of the Company, including marketing, sales, customer service,
accounting, technical support, education delivery, product and software
development are located in the Salt Lake City Utah area in two separate
facilities of approximately 2000 square feet each.  Since the company
scaled back its operations and headcount in the past year during the business
conversion process to online operations, the company has been operating out of
shared facilities in Utah through affiliates of the Company, rent free, up to
March 31, 2010. As of April 1, 2010 the Company will pay approximately $3,000
per month for both facilities on a month to month basis until such time that a
larger single facility is needed.
 
 The
Company believes that its current properties are adequate for its current and
immediately foreseeable operating needs. The Company does not have any policies
regarding investments in real estate, securities or other forms of
property.
  ITEM
3. LEGAL PROCEEDINGS
 
 From time
to time, we 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 our business. As of March 31,
2010 the Company was engaged in one legal matter: On July 16, 2009, a petition
for judgment was filed with the Civil Court of the City of New York naming the
Company as a defendant relating to property leased by the Company from the
defendant for recovery of past due rent payments, interest and legal
costs.  As of December 31, 2009, the Company has accrued their
obligation under the lease. On March 30, 2010, the Company settled for
$156,720.  In additional the Company may be obligated to additional
monies due on the primary lease of $67,600.   As of March 31,
2010, the Company has accrued their obligations under the lease.
 
 ITEM
4. (Removed and Reserved)
 
 Not
Applicable
  10
  PART
II
  ITEM  5.   MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
 
 Market
Information
 
 The
Company’s common stock is traded on the OTC Bulletin Board, referred to herein
as the OTCBB, under the symbol “GISV.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.
  2010 Fiscal YearHigh*
                  
                  
                  Low*January
      1, 2010 - March 31, 2010
                  
                  $
                  0.050
                  
                  
                  $
                  0.030October
      1, 2009 - December 31, 2009
                  
                  $
                  0.070
                  
                  
                  $
                  0.020July
      1, 2009- September 30, 2009
                  
                  $
                  0.070
                  
                  
                  $
                  0.040April
      1, 2009-June 30, 2009
                  
                  $
                  0.080
                  
                  
                  $
                  0.020
 
 2009 Fiscal
      YearHigh*
                  
                  
                  Low*January
      1, 2009 - March 31, 2009
                  
                  $
                  0.100
                  
                  
                  $
                  0.040October
      1, 2008 - December 31, 2008
                  
                  $
                  0.120
                  
                  
                  $
                  0.050July
      1, 2008 - September 30, 2008
                  
                  $
                  0.080
                  
                  
                  $
                  0.040April
      1, 2008-June 30, 2008
                  
                  $
                  0.190
                  
                  
                  $
                  0.110
  As of
June 25th, 2010, there were approximately 425 holders of record of the Company’s
common stock, and 388,544,055 shares issued and outstanding.
 
 Dividends
 
 The
Company has never declared or paid any cash or stock 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
 
 Equity
Compensation Plan Information
 
 The
following table summarizes the equity compensation plans under which our
securities may be issued as of March 31, 2010.
 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 plansapproved
      by security holders
                      
                      
                      0
                      
                      
                      
                      N/A
                      
                      
                      
                      0Equity
      compensation plan not approved by security holders
                      
                      
                      13,000,000
                      
                      
                      $
                      0.388
                      
                      
                      
                      3,669,510
  11
  RECENT
SALES OF UNREGISTERED SECURITIES
  On July
31, 2009, the Company entered into a securities purchase agreement (the “July
2009 Agreement”) with accredited investors (the “July 2009 Investors”) pursuant
to which the July 2009 Investors purchased an aggregate principal amount of
$850,000 of 8% Convertible Promissory Notes for an aggregate purchase price of
$850,000 (the “July 2009 Notes”).  In addition, for every $1.00 in
July 2009 Notes purchased, the July 2009 Investors received a common stock
purchase warrant to acquire approximately sixteen and two thirds (16 2/3) shares
of common stock (the “July 2009 Warrants”) resulting in the issuance of July
2009 Warrant to purchase an aggregate of 14,166,677 shares of common stock of
the Company.
 
 The July
2009 Notes are convertible at the option of the holder at any time into shares
of common stock at a conversion price equal to $0.03 per share.  The
conversion price of the July 2009 Notes is subject to weighted average
anti-dilution adjustment for subsequent lower price issuances by the Company, as
well as customary adjustments provisions for stock splits, stock dividends,
recapitalizations and the like.   The full principal amount of
the July 2009 Notes is due upon a default under the terms of the July 2009
Notes. The July 2009 Notes is secured by all of the assets of the Company,
including, but not limited to, the list of the Company’s subscribers, contracts
with the subscribers and all intellectual property and source
codes.   The July 2009 Notes bear interest at 8% and mature three
years from the date of issuance. The Company may pay interest in cash or shares
of common stock of the Company, at the option of the holder.  If the
Company pays  interest in shares of common stock, then the amount of
shares to be delivered shall be equal to the dollar amount of the interest owed
divided by the average closing price for the Company’s common stock during the
30 calendar days immediately prior to the interest due date of the July 2009
Notes.
 
 The July
2009 Warrants are exercisable for a period of five years from the date of
issuance at a price of $0.05 per share.  In the event that the
Company’s volume weighted average price is greater than $0.25 for a period of 30
consecutive days, then the Company, within 30 days of such event occurring, may
send notice to the July 2009 Investors advising that the warrants must be
exercised within 30 days of such notice.  The July 2009 Warrants are
subject to weighted average anti-dilution adjustment for subsequent issuances by
the Company at a price less than the conversion price of the July 2009 Notes, as
well as customary adjustments provisions for stock splits, stock dividends,
recapitalizations and the like.
 
 The
securities were offered and sold to the July 2009 Investors in a private
placement transaction made in reliance upon exemptions from registration
pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506
promulgated under Regulation D thereunder. The July 2009 Investors are
accredited investors as defined in Rule 501 of Regulation D promulgated under
the Securities Act of 1933.
 
 On
December 17, 2009, the Company issued $30,000 in Convertible Promissory Notes (
the “December 2009 Notes”) that matures December 17, 2012. The December 2009
Notes bear interest at a rate of 8% and will be convertible into 34,300,000
shares of the Company’s common stock, at a conversion rate of $.03 per share and
are subject to certain dilutive issuance provisions. Interest will also be
converted into common stock at the conversion rate of $.003 per share. In
connection with the issuance of the December 2009 Notes, the Company issued
500,000 warrants to purchase the Company’s common stock at $0.050 per share over
five years and is subject to certain dilutive issuance provisions.
 
 On March
31, 2010, the Company issued $754,473 in Convertible Promissory Notes that
mature March 31, 2013 in exchange for accrued and unpaid salaries. These notes
bear interest at a rate of 8% and will be convertible into 25,149,100 shares of
the Company’s common stock, at a conversion rate of $.03 per share. Interest
will also be converted into common stock at the conversion rate of $.003 per
share. In connection with the issuance of these notes, the Company issued
12,574,551 warrants to purchase the Company’s common stock at $0.050 per share
over five years.
 
 On March
31, 2010, the Company issued $175,000 in Convertible Promissory Notes that
mature March 31, 2013. These notes bear interest at a rate of 8% and will be
convertible into 5,833,334 shares of the Company’s common stock, at a conversion
rate of $.03 per share. Interest will also be converted into common stock at the
conversion rate of $.003 per share. In connection with the issuance of these
notes, the Company issued 2,916,668 warrants to purchase the Company’s common
stock at $0.050 per share over five years.
  12
 
 In March
31, 2010, the Company issued a $182,085 Convertible Note that matures in May
2013 in exchange for a convertible note previously matured. This note bears
interest at a rate of 8% and will be convertible into 3,641,700 shares of the
Company’s common stock, at a conversion rate of $.05 per share. Interest will
also be converted into common stock at the conversion rate of $.05 per share. In
connection with the issuance of this note, the Company will issue 500,000 shares
of its common stock.
 
 Common
Stock
 
 In April
2009, the Company issued an aggregate of 400,000 shares of its common stock for
services rendered.
 
 In April
2009, the Company issued an aggregate of 1,600,000 shares of its common stock in
exchange for outstanding accounts payable.
 
 In May
2009, the Company issued an aggregate of 1,100,000 shares of its common stock
for services rendered.
 
 In July
2009, the Company issued an aggregate of 825,000 shares of its common stock in
settlement of $49,500 in accrued interest.
 
 In July
2009, the Company issued an aggregate of 400,000 shares of its common stock for
services rendered.
 In July
2009, the Company issued an aggregate of 3,600,000 shares of its common
stock in connection with convertible debt.
  In August
2009, the Company issued an aggregate of 400,000 shares of its common stock for
services rendered.
 
 In
September 2009, the Company issued an aggregate of 10,765,000 shares of its
common stock for services rendered.
  In
September 2009, the Company issued an aggregate of 4,000,000 shares in
connection with the acquisition of ITT LLC and Razor Data
Corp.
 In
September 2009, the Company issued an aggregate of 3,707,770 shares of its
common stock in settlement of $370,776 in convertible notes and related
interest.
 
 In
October 2009, the Company issued an aggregate of 200,000 shares of its common
stock for services rendered.
 
 In
November 2009, the Company issued an aggregate of 1,500,000 shares of its common
stock for outstanding accounts payable.
 
 In
January 2010, the Company issued an aggregate of 464,000 shares of its common
stock for services rendered.
 
 In
February 2010, the Company issued an aggregate of 2,290,000 shares of its common
stock in settlement of $114,500 in accrued interest.
 
 In March
2010, the Company issued an aggregate of 3,350,000 shares of its common stock
for services rendered.
 
 In March
2010, the Company issued 650,740 shares of its common stock in settlement of
$32,537 in accrued interest.
 
 In March
2010, the Company issued 500,000 shares of its common stock in connection with
the issuance of a convertible promissory note.
 
 Stock Options and
Warrants
 
 For the
year ended March 31, 2010, the Company granted 8,500,000 options to purchase to
Company’s commons stock at $0.05 to $0.06 per share over ten
years.  2,500,000 options vested immediately with the reminder vesting
over the next three years. The fair value of the vested options granted during
the years ended March 31, 2010 of $770,759 was recorded as a current period
charge to earnings.
 
 On July
31, 2009, warrants totaling 17,150,006 were issued in connection with issuance
of convertible promissory notes. These warrants are exercisable for three years
from the date of issuance at an exercise price of $0.05 per
share.
  13
 
 On
December 17, 2009, warrants totaling 500,000 were issued in connection with
issuance of a convertible promissory note. These warrants are exercisable for
five years from the date of issuance at an exercise price of $0.05 per
share.
 
 On March
31, 2010, warrants totally 12,491,219 were issued in connection with the
issuance of convertible promissory notes.  These warrants are
exercisable for five years from the date of issuance at an exercise price of
$0.05 per share.
  ITEM
6.  SELECTED FINANCIAL DATA
  As the
Company is a Smaller Reporting Company (as defined by Rule 229.10(f)(1)), the
Company is not required to provide the information under this item.
  ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
  Forward-Looking
Statements
  CERTAIN
STATEMENTS IN THIS ANNUAL REPORT MAY CONSTITUTE “FORWARDLOOKING STATEMENTS”.
WHEN THE WORDS “BELIEVES,” “EXPECTS,” “PLANS,” “PROJECTS,” “ESTIMATES” AND
SIMILAR EXPRESSIONS ARE USED, THEY IDENTIFY FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKINGSTATEMENTS ARE BASED ON MANAGEMENT’S CURRENT BELIEFS AND
ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT AND INVOLVE KNOWN
AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT
FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY
THESE FORWARD-LOOKING STATEMENTS. INFORMATION CONCERNING FACTORS THAT COULD
CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING
STATEMENTS CAN BE FOUND IN OUR PERIODIC REPORTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. WE UNDERTAKE NO OBLIGATION TO PUBLICLY RELEASE REVISIONS TO
THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES OR
REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
  Background
  The
Company was incorporated in the state of Nevada on August 1, 2005. Effective
September 18, 2006, the Company changed its name to TheRetirementSolution.com,
Inc., and on October 1 2008 changed its name to Global Investor Services,
Inc.
  Plan
of Operations
  The
Company is executing its marketing strategy through direct-to-market campaigns
with its marketing partners and through the internet where it delivers investor
products and services. The Company’s target market is comprised of a large base
of entry level investors, active investors in the on-line brokerage sector and
higher-end users of financial information, services and financial
news.
  14
  The
Company’s marketing strategy is designed to grow the business and to deliver
high customer value in education and investor services at the lowest possible
cost. These goals will be achieved through on-line customer acquisition, product
sales and customer service, and on-line education and services
delivery.
  Customer
acquisition is realized via the company’s marketing partners and through on-line
marketing. Our partners have the marketing and operations capability to attract
customers by way of low cost introductory courses and products which then allows
for upsell opportunities to a complete on-line education curriculum and expanded
investor services. Customer service is supported by a comprehensive client
management system that tracks the customer throughout the purchase, education
and added services cycle which also includes live data feeds, news and
investment letters.
  On-line education delivery is completed starting with early stage courses
through a complete curriculum of learning modules, podcasts, webinars and
webisodes. In addition, our customer management system follows every student at
this level in the form of surveys, competency assessments, learning assignments,
hotline, coaching and mentoring.
  The
Company has a number of different delivery formats that is focused on a
structured investing methodology that focuses on searching for an investment,
industry group analysis, fundamental analysis, technical analysis, and portfolio
management. The objective is to provide a complete investor education experience
for both beginning and experienced investors and to help investors better
understand the investment decision process.
  The
company’s longer term goals include the expansion to other markets beyond the
United States. The comprehensive investor education curriculum and related
investor services will be marketed and delivered on-line in target markets
principally via joint venture arrangements in other countries.
  Investor
Information Services
  The
Company provides a complete turnkey solution to its clients in the financial
community by providing a broad array of information services that include stock
market information and tools, comprehensive database creation and management,
distributed web hosting and network environments, and complete e-content
creation, management and delivery. Razor Data provides technology and data
solutions for the Company which allows ITT, the investor education arm of the
company, and the GISV portfolios to stay focused on their core competencies to
expand product offerings and acquire new customers.
  Stock
Market Data
  Razor
Data aggregates and distributes data from over 18 different data providers into
a “one stop shop” for client users to get their stock market tools and data. In
any given month Razor Data provides data to thousands of users through web and
desktop clients. The expansive tools and data include: searches, company
valuations, technical analysis, fundamental analysis, analyst recommendations,
real-time streaming news, real-time streaming quotes, over 20 years of
historical data, insider activity, industries and sectors, exclusive
newsletters, proprietary streaming data replay, and institutional ownership. All
of the data is delivered to the user through powerful yet intuitively easy to
use software tools and websites.
  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.
  15
  The
table below outlines revenues and significant operating expenses for comparable
periods:
  Revenues:
  Year Ended
                            
                            
                            Year EndedMarch 31, 2010
                            
                            
                            March 31, 2009
                            
                            
                            VarianceSubscription
      revenues
                            
                            $
                            1,006,984
                            
                            
                            
                            88
                            %
                            
                            $
                            1,543,903
                            
                            
                            
                            60
                            %
                            
                            $
                            (536,919
                            )
                            
                            
                            (35
                            )%Training
      revenues
                            
                            
                            134,703
                            
                            
                            
                            12
                            %
                            
                            
                            1,031,903
                            
                            
                            
                            40
                            %
                            
                            
                            (897,200
                            )
                            
                            
                            (87
                            )%Services
      and other
                            
                            
                            -
                            
                            
                            
                            -
                            %
                            
                            
                            11,546
                            
                            
                            
                            -
                            %
                            
                            
                            (11,546
                            )
                            
                            
                            (100
                            )%Total
                            
                            $
                            1,141,687
                            
                            
                            
                            100
                            %
                            
                            $
                            2,587,352
                            
                            
                            
                            100
                            %
                            
                            $
                            (1,445,665
                            )
                            
                            
                            (56
                            )%
  Cost of Revenue:
  Year Ended
                    
                    
                    Year EndedMarch 31, 2010
                    
                    
                    March 31, 2009Cost
      of revenue
                    
                    $
                    918,159
                    
                    
                    
                    80
                    %
                    
                    $
                    2,431,115
                    
                    
                    
                    94
                    %
  The
Variance in Revenue from the year ending March 31, 2010 and the prior year
ending March 31 2009 was due to the restructuring of the Company’s business
operations from a seminar and physical classroom based business model that was
marketed through, primarily traditional print media to an On Line based business
model that provides subscription based services and training through live and
recorded webinars and is marketed through a number of On Line media channels.
This restructuring to online operations required most of the year to complete
and in the process the seminar and classroom presentation of training and
enlistment of new subscribers was suspended by management until the On Line
model was ready to launch.  During this restructuring period the
primary revenue was derived from legacy subscribers who continued to utilize
training received under the seminar model by retaining their subscriptions to
the Company’s Internet based stock analysis tools such as Marketpoint, Star
Trader, etc.   Normal, expected attrition of subscribers to the
stock analysis tools accounts for the majority of the reduced subscription
revenue of 35% from $1,543,903 in 2009 to $1,006,984 for the year ending March
31, 2010.; whereas, the suspension of training during this transition to online
accounts for the reduction of Training revenue of 87% from $1,031,903 in 2009 to
$134,703 for the year ending March 31, 2010.
  During
the year ended March 31, 2010, our cost of revenue was $918,159 or 80% of
revenue as compared to $2,431,115 or 94% of revenue.  The improvement
in margin rate  is a result of our transition from the higher
cost  physical seminar and classroom business model  to the
company’s On Line based business model..
  Operating
costs
  Year Ended
                    
                    
                    Year EndedMarch 31, 2010
                    
                    
                    March 31, 2009
                    
                    
                    VarianceSelling,
      general and administrative
                    
                    $
                    4,733,989
                    
                    
                    
                    83
                    %
                    
                    $
                    6,057,215
                    
                    
                    
                    17
                    %
                    
                    $
                    (1,323,226
                    )
                    
                    
                    (22
                    )%Impairment
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    %
                    
                    
                    27,233,173
                    
                    
                    
                    80
                    %
                    
                    
                    (27,233,173
                    )
                    
                    
                    (100)
                    %Depreciation
      and amortization
                    
                    
                    937,781
                    
                    
                    
                    17
                    %
                    
                    
                    938,139
                    
                    
                    
                    3
                    %
                    
                    
                    (358
                    )
                    
                    
                    -Total
                    
                    $
                    5,671,770
                    
                    
                    
                    100
                    %
                    
                    $
                    34,228,527
                    
                    
                    
                    100
                    %
                    
                    $
                    (28,556,757
                    )
                    
                    
                    (83
                    )%
  Our
selling, general and administrative expenses decreased from $6,057,215 to
$4,733,989 or $1323,226 (22%). The decrease is a result of reductions in
overhead and operating costs as compared to prior year, due to the change to the
On Line business model which reduced personnel, marketing, travel, and
facilities costs
  During
the year ended March 31, 2009 the Company management performed an evaluation of
its goodwill for purposes of determining the implied fair value of the assets at
March 31, 2009. The test indicated that the recorded remaining book value of its
goodwill exceeded its fair value for the year ended March 31,
2009.  As a result, upon completion of the assessment, management
recorded a non-cash impairment charge of $27,233,173, net of tax, or $0.11 per
share during the year ended March 31, 2009 to reduce the carrying value of the
goodwill to $-0-. Considerable management judgment is necessary to estimate the
fair value.  Accordingly, actual results could vary significantly from
management’s estimates.
  16
  Depreciation
decreased from $938,139 to $937,781 or $358.
  Other
income and expenses:
  Year
      Ended
                                  
                                  
                                  Year
      EndedMarch
      31, 2010
                                  
                                  
                                  March
      31, 2009
                                  
                                  
                                  VarianceInterest
      expense, net
                                  
                                  $
                                  (999,001
                                  )
                                  
                                  
                                  61
                                  %
                                  
                                  $
                                  (1,947,635
                                  )
                                  
                                  
                                  100
                                  %
                                  
                                  $
                                  (948,634
                                  )
                                  
                                  
                                  (49)
                                  %Loss
      on change in fair value of warrant and reset derivative
                                  
                                  
                                  (686,613
                                  )
                                  
                                  
                                  42
                                  %
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  686,613
                                  
                                  
                                  
                                  100
                                  %Other
                                  
                                  
                                  34,784
                                  
                                  
                                  
                                  (3
                                  )%
                                  
                                  
                                  5,553
                                  
                                  
                                  
                                  -
                                  %
                                  
                                  
                                  29,231
                                  
                                  
                                  
                                  526
                                  %Total
                                  
                                  $
                                  (1,650,830
                                  )
                                  
                                  
                                  100
                                  %
                                  
                                  $
                                  (1,942,082
                                  )
                                  
                                  
                                  100
                                  %
                                  
                                  $
                                  (291,252
                                  )
                                  
                                  
                                  (15
                                  )%
  Interest
expense decreased from $1,947,635 to $999,001, a $948,634 or 49%
decrease.  The decrease is primarily due to a lower amortization of
the recorded beneficial conversion feature from $1,206,895 to
$409,114.
  During
the year ended March 31, 2010, we issued promissory notes and related warrants
that contain certain reset provisions.  As such, we are required to
record these reset provisions as a liability and mark to market each reporting
period.  For the year ended March 31, 2010, we recorded a loss of
$686,613 in change in the fair value of these reset provisions.
  Liquidity and Capital
Resources
  As of
March 31, 2010, the Company had a working capital deficit of $2,280,381. The
Company generated a deficit in cash flow from operating activities of $1,157,964
for the year ended March 31, 2010. This deficit is primarily attributable to the
Company's net loss from operations of $7,078,045 and is partially offset by
following:
  ·
              Loss
      due to  change in fair value of warrant and reset derivatives of
      $686,613;
 ·
              a
      charge for the value of options issued for services of
      $785,420;
 ·
              a
      charge for re-pricing of employee options of
  $9,381;
 ·
              recognition
      of an imbedded beneficial conversion of convertible debentures of
      $409,114;
 ·
              stock
      issued for services of $1,574,759, (including amortization of
      deferred compensation costs of
$862,789);
 ·
              amortization
      and depreciation expense of $1,005,743;
and
 ·
              changes
      in the balances of current assets and
  liabilities.
  Deferred
costs, employee advances and other assets decreased by
$67,169.  Accounts payable and accrued liabilities increased by
$1,431,324 and deferred revenue decreased by $28,415.
  The
Company met its cash requirements during the year ended March 31, 2010 through
net proceeds from convertible debt of $1,230,970, net with payments to related
parties of $99,437.
  Additional
financing is required in order to meet our current and projected cash flow
deficits from operations and development. We estimate that during the next
twelve months we will need approximately $2,000,000 in additional capital to
fully implement our business plan. Our business plan encompasses investing
behind our business development strategy, our marketing campaigns and in
building our business operations. As of the date of this filing, we have minimal
operating capital to continue our business and marketing initiatives for the
next twelve months. If we are not successful in generating sufficient cash flow
from operations or in raising sufficient capital resources to finance our
growth, on terms acceptable to us, this could have a material adverse effect on
our business, results of operations, liquidity and financial condition, and we
will have to adjust our planned operations and development on a more limited
scale.
  17
  We
presently do not have any available credit, bank financing or other external
sources of liquidity. We will need to obtain additional capital in order to
expand operations and become profitable. In order to obtain capital, we may need
to sell additional shares of our common stock or borrow funds from private
lenders. There can be no assurance that we will be successful in obtaining
additional funding.
  We will
still need additional capital in order to continue operations until we are able
to achieve positive operating cash flow. Additional capital is being sought, but
we cannot guarantee that we will be able to obtain such investments. Financing
transactions may include the issuance of equity or debt securities, obtaining
credit facilities, or other financing mechanisms. However, the trading price of
our common stock and a downturn in the equity and debt markets could make it
more difficult to obtain financing through the issuance of equity or debt
securities. Even if we are able to raise the funds required, it is possible that
we could incur unexpected costs and expenses, fail to collect significant
amounts owed to us, or experience unexpected cash requirements that would force
us to seek alternative financing. Furthermore, if we issue additional equity or
debt securities, stockholders may experience additional dilution or the new
equity securities may have rights, preferences or privileges senior to those of
existing holders of our common stock. If additional financing is not available
or is not available on acceptable terms, we will have to curtail our
operations.
  Auditor’s
Opinion Expresses Doubt About the Company’s Ability to Continue as a “Going
Concern”
  The
independent auditors report on our March 31, 2010 financial statements states
that the Company's historical losses and accumulated deficiency raise
substantial doubts about the Company's ability to continue as a going concern,
due to the losses incurred and deficiency. If we are unable to develop our
business, we will have to reduce, discontinue operations or cease to exist,
which would be detrimental to the value of the Company's common stock. We can
make no assurances that our business operations will develop and provide us with
significant cash to continue operations.
  Addressing
the Going Concern Issues
  In order
to improve the Company's liquidity, the Company's management is actively
pursuing additional financing through discussions with investment bankers,
financial institutions and private investors. There can be no assurance the
Company will be successful in its effort to secure additional
financing.
  We
continue to experience net operating losses. Our ability to continue as a going
concern is subject to our ability to develop profitable operations. We are
devoting substantially all of our efforts to developing our business and raising
capital. Our net operating losses increase the difficulty in meeting such goals
and there can be no assurances that such methods will prove
successful.
  The
primary issues management will focus on in the immediate future to address this
matter include:
  ·
              seeking
      institutional investors for debt or equity investments in our
      company;
 ·
              implementing
      the new sales and marketing strategy of direct on-line based recruitment
      of subscribers to thereby increase revenues and the resultant increased
      cash flow; and
 ·
              initiating
      negotiations to secure short term financing through promissory notes or
      other debt instruments on an as needed
basis.
  We will
need to raise additional capital through a private placement of our securities.
We are planning to raise up to $2,000,000 during the next twelve months. This
should allow ample cash resources in order to maintain operations for at least
12 months, provided we can reach our objectives in growing our customer base and
operating revenue. If we can achieve our revenue objective, management believes
we would be able to break even during the next 12 months.
  18
  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 Accounting Standards Codification subtopic 605-10, Revenue
Recognition (“ASC 605-10”) which 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. ASC 605-10
incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element
Arraignments (“ASC 605-25”). ASC 605-25 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 605-25 on the Company's
financial position and results of operations was not significant.
  Revenue
arises from subscriptions to the websites/software, workshops, online workshops
and training and coaching/counseling services where the payments are received
before the service has been rendered. Beginning January 1, 2009, the
company changed its marketing strategy such that the company no longer collects
revenues in advance of rendering services.  Instead, for all new customers,
a monthly subscription fee is received for access to the online training and
courses and website/data during a given month.  As all the products and
services are delivered during the month, the revenues are recognized in the
month it is delivered.   All revenues collected in prior periods from
the legacy marketing strategy are deferred and recognized as per the existing
revenue recognition policy. Additionally, any revenues from services such as
coaching/counseling that are sold in advance of delivery will be deferred using
the existing revenue recognition policy. Thus we have two distinct revenue
models that were used during FY 2009 and revenue under either model will be
recognized under its appropriate model. The company reserves the option to
operate under either model as the business environment
dictates.
  19
  We
sell our products separately and in various bundles that contain multiple
deliverables that include website/data subscriptions, educational workshops,
online workshops and training, one-on-one coaching and counseling sessions,
along with other products and services. In accordance with 605-25, sales
arrangements with multiple deliverables are divided into separate units of
accounting if the deliverables in the arrangement meet the following criteria:
(i) the product has value to the customer on a standalone basis; (ii) there is
objective and reliable evidence of the fair value of undelivered items; and
(iii) delivery or performances of any undelivered item is probable and
substantially in our control. The fair value of each separate element is
generally determined by prices charged when sold separately. In certain
arrangements, we offer these products bundled together.  If there is any
discount from the combined fair value of the individual elements, the discount
is allocated to the portion of the revenues that is attributed to the online
courses and training. As per 605-25, if fair value of all undelivered elements
in an arrangement exists, but fair value does not exist for a delivered element,
then revenue is recognized using the residual method. Under the residual method,
the fair value of undelivered elements is deferred and the remaining portion of
the arrangement fee (after allocation of 100 percent of any discount to the
delivered item) is recognized as revenue.  The deferral policy for each of
the different types of revenues is summarized as
follows:
  Product
                
                Recognition PolicyLive
      Workshops and Workshop Certificates
                
                Deferred
      and recognized as the workshop is provided or certificate
      expiresOnline
      training and courses
                
                Deferred
      and recognized a.) as the services are delivered, or b.) when usage
      thresholds are met, or c.) on a straight-line basis over the initial
      product periodCoaching/Counseling
      services
                
                Deferred
      and recognized as services are delivered, or on a straight-line basis over
      the life of the customer’s contractWebsite/data
      fees (monthly)
                
                Not
      Deferred, recognized in the month deliveredWebsite/data
      fees (pre-paid subscriptions)
                
                Deferred
      and recognized on a straight-line basis over the subscription
      period
  As of
March 31, 2010 and 2009, the Company’s deferred revenue was $79,633 and
$108,048, respectively
  Intangible
Assets and Goodwill
  The
Company accounts for acquisitions in accordance with the provisions of ASC
805-10.  The Company assigns to all identifiable assets acquired
(including intangible assets), and to all identifiable liabilities assumed, a
portion of the cost of the acquired company equal to the estimated fair value of
such assets and liabilities at the date of acquisition. The Company records the
excess of the cost of the acquired company over the sum of the amounts assigned
to identifiable assets acquired less liabilities assumed, if any, as
goodwill.
 
 As a
result of the acquisitions of ITT and Razor on January 15, 2008, the Company
acquired intangible assets in the aggregate amount of $30,652,920.
 
 The
Company allocated $2,920,000 and $499,747 to identifiable intangible assets
including a developed software and customer lists, respectively. The remaining
$27,233,173 was allocated to goodwill.
  The
Company amortized its identifiable intangible assets using the straight-line
method over their estimated period of benefit.  The estimated useful
lives of the developed software and the customer lists are three and six years.
The Company periodically evaluates the recoverability of intangible assets and
takes into account events or circumstances that warrant revised estimates of
useful lives or indicate that impairment exists.
 
 The
Company accounts for and reports acquired goodwill and other intangible assets
under Accounting Standards Codification subtopic 350-10, Intangibles, Goodwill
and Other (“ASC 350-10”). In accordance with ASC 350-10, the Company tests its
intangible assets for impairment on an annual basis and when there is reason to
suspect that their values have been diminished or impaired. Any write-downs will
be included in results from operations.
 
 During
the year ended March 31, 2009 the Company management performed an evaluation of
its goodwill for purposes of determining the implied fair value of the assets at
March 31, 2009. The test indicated that the recorded remaining book value of its
goodwill exceeded its fair value for the year ended March 31,
2009.  As a result, upon completion of the assessment, management
recorded a non-cash impairment charge of $27,233,173, net of tax, or $0.11 per
share during the year ended March 31, 2009 to reduce the carrying value of the
goodwill to $0. Considerable management judgment is necessary to estimate the
fair value.  Accordingly, actual results could vary significantly from
management’s estimates.
  20
  Website
Development Costs
  The
Company recognizes website development costs in accordance with Accounting
Standards Codification subtopic 350-50, Website Development Costs ("ASC
350-50”). 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 is included in cost of net revenues in the current period expenses.
During the years ended March 31, 2010 and 2009, the Company did not capitalize
any costs associated with the website development.
  Software
Development Costs
  The
Company accounts for software development costs intended for sale in accordance
with Accounting Standards Codification subtopic 985-20, Cost of Software to be
Sold, Leased or Marketed (“ASC 985-20”). ASC 985-20 requires product development
costs to be charged to expense as incurred until technological feasibility is
attained and all other research and development activities for the hardware
components of the product have been completed. Technological feasibility is
attained when the planning, design and testing phase related to the development
of the Company’s software has been completed and the software has been
determined viable for its intended use, which typically occurs when beta testing
commences.
  Stock-Based
Compensation
  The
Company has adopted Accounting Standards Codification subtopic 718-10,
Compensation (“ASC 718-10”) 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 an Employee Stock Purchase Plan based on the estimated fair
values.
  The
company adopted ASC 718-10 using the modified prospective transition method,
which required the application of the accounting standard as of January 1, 2006.
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 ASC 718-10. Stock based compensation expense
recognized under ASC 718-10 for the year ended March 31, 2007 was
$1,440,776.
 
 For the
years ended March 31, 2010 and 2009, the Company granted an aggregate of
8,500,000 and -0- stock options to employees, respectively. The fair value of
options granted in previous years vesting during the years ended March 31, 2010
and 2009 of $794,801 and $785,425 respectively was recorded as a current
period charge to earnings.
  Segment
Information
  Accounting
Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”)
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. ASC 280-10
also establishes standards for related disclosures about products and services
and geographic areas. Operating segments are identified as components of an
enterprise about which separate discrete financial information is available for
evaluation by the chief operating decision maker, or decision-making group, in
making decisions how to allocate resources and assess performance. The
information disclosed herein materially represents all of the financial
information related to the Company’s principal operating segment.
  Recent
Accounting Pronouncements
  In June
2009, the FASB issued new accounting guidance under ASC Topic 810 on
Consolidation to improve financial reporting by enterprises involved with
variable interest entities and to provide more relevant and reliable information
to users of financial statements.  The guidance is effective as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual periods thereafter.  Earlier
adoption is prohibited.  The adoption of the guidance did not have a
material impact on the Company’s consolidated financial
statements.
  21
  In
January 2010 the FASB issued Update No. 2010-06 “Fair Value Measurements and
Disclosures—Improving Disclosures about Fair Value Measurements” (“2010-06”).
2010-06 requires new disclosures regarding significant transfers between Level 1
and Level 2 fair value measurements, and disclosures regarding purchases, sales,
issuances and settlements, on a gross basis, for Level 3 fair value
measurements. 2010-06 also calls for further disaggregation of all assets and
liabilities based on line items shown in the statement of financial position.
This amendment is effective for fiscal years beginning after December 15, 2010
and interim periods within those fiscal years. The Company is currently
evaluating whether adoption of this standard will have a material impact on its
financial position, results of operations or cash flows.
  In
January 2010 the FASB issued Update No. 2010-05 “Compensation—Stock
Compensation—Escrowed Share Arrangements and Presumption of Compensation”
(“2010-05”). 2010-05 re-asserts that the Staff of the Securities Exchange
Commission (the “SEC Staff”) has stated the presumption that for certain
shareholders escrowed share represent a compensatory arrangement. 2010-05
further clarifies the criteria required to be met to establish a position
different from the SEC Staff’s position. The Company does not believe this
pronouncement will have any material impact on its financial position, results
of operations or cash flows.
  In
January 2010 the FASB issued Update No. 2010-04 “Accounting for Various
Topics—Technical Corrections to SEC Paragraphs” (“2010-04”). 2010-04 represents
technical corrections to SEC paragraphs within various sections of the
Codification. Management is currently evaluating whether these changes will have
any material impact on its financial position, results of operations or cash
flows.
  In
January 2010 the FASB issued Update No. 2010-02 “Accounting and Reporting for
Decreases in Ownership of a Subsidiary—a Scope Clarification” (“2010-02”) an
update of ASC 810 “Consolidation.” 2010-02 clarifies the scope of ASC 810 with
respect to decreases in ownership in a subsidiary to those of a subsidiary or
group of assets that are a business or nonprofit, a subsidiary that is
transferred to an equity method investee or joint venture, and an exchange of a
group of assets that constitutes a business or nonprofit activity to a
non-controlling interest including an equity method investee or a joint venture.
Management, does not expect adoption of this standard to have any material
impact on its financial position, results of operations or operating cash flows.
Management does not intend to decrease its ownership in any of its wholly-owned
subsidiaries.
  In
January 2010 the FASB issued Update No. 2010-01 “Accounting for Distributions to
Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging
Issues Task Force” (“2010-03”) an update of ASC 505 “Equity.” 2010-03 clarifies
the treatment of stock distributions as dividends to shareholders and their
affect on the computation of earnings per shares. Management does not expect
adoption of this standard to have any material impact on its financial position,
results of operations or operating cash flows.
  In
January 2010, the FASB issued new accounting guidance, under ASC Topic 820 on
Fair Value Measurements and Disclosures.  The guidance requires some
new disclosures and clarifies some existing disclosure requirements about fair
value measurement.  The guidance requires a reporting entity to use
judgment in determining the appropriate classes of assets and liabilities and to
provide disclosures about the valuation techniques and inputs used to measure
fair value for both recurring and nonrecurring fair value
measurements.  The guidance is effective for interim and annual
reporting periods beginning after December 15, 2009.  As this standard
relates to disclosures, the adoption did not have a material impact on the
Company’s condensed consolidated financial statements.
  In
February 2010 the FASB issued Update No. 2010-09 “Subsequent Events (Topic 855)”
(“2010-09”). 2010-09 clarifies the interaction of Accounting Standards
Codification 855 “Subsequent Events” (“Topic 855”) with guidance issued by the
Securities and Exchange Commission (the “SEC”) as well as the intended breadth
of the reissuance disclosure provision related to subsequent events found in
paragraph 855-10-50-4 in Topic 855. This update is effective for annual or
interim periods ending after June 15, 2010. Management is currently evaluating
whether these changes will have any material impact on its financial position,
results of operations or cash flows.
  22
  In
February 2010 the FASB issued Update No. 2010-08 “Technical Corrections to
Various Topics” (“2010-08”). 2010-08 represents technical corrections to SEC
paragraphs within various sections of the Codification. Management is currently
evaluating whether these changes will have any material impact on its financial
position, results of operations or cash flows.
  In March
2010, the FASB issued new accounting guidance, under ASC Topic 605 on Revenue
Recognition.  This standard provides that the milestone method is a
valid application of the proportional performance model for revenue recognition
if the milestones are substantive and there is substantive uncertainty about
whether the milestones will be achieved.  Determining whether a
milestone is substantive requires judgment that should be made at the inception
of the arrangement.  To meet the definition of a substantive
milestone, the consideration earned by achieving the milestone (1) would have to
be commensurate with either the level of effort required to achieve the
milestone or the enhancement in the value of the item delivered, (2) would have
to relate solely to past performance, and (3) should be reasonable relative to
all deliverables and payment terms in the arrangement.  No bifurcation
of an individual milestone is allowed and there can be more than one milestone
in an arrangement.  The standard is effective for interim and annual
periods beginning on or after June 15, 2010.  The Company is currently
evaluating the impact the adoption of this guidance will have on its condensed
consolidated financial statements.
  Off-Balance
Sheet Arrangements
  The
Company does not have any off balance sheet arrangements that are reasonably
likely to have a current or future effect on our financial condition, revenues,
and results of operations, liquidity or capital expenditures.
  Trends,
Risks and Uncertainties
  We have
sought to identify what we believe to be the most significant risks to our
business, but we cannot predict whether, or to what extent, any of such risks
may be realized nor can we guarantee that we have identified all possible risks
that might arise. Investors should carefully consider all of such risk factors
before making an investment decision with respect to our Common
Stock.
  Cautionary
Factors That May Affect Future Results
  We have
sought to identify what we believe are significant risks to our business, but we
cannot predict whether, or to what extent, any of such risks may be realized nor
can we guarantee that we have identified all possible risks that might
arise.
  Potential Fluctuations in Annual
Operating Results
  Our
annual operating results may fluctuate significantly in the future as a result
of a variety of factors, most of which are outside our control, including: the
demand for our products and services; seasonal trends in purchasing, the amount
and timing of capital expenditures and other costs relating to the commercial
and consumer financing; price competition or pricing changes in the market;
technical difficulties or system downtime; general economic conditions and
economic conditions specific to the consumer financing sector.
  Our
annual results may also be significantly impacted by the impact of the
accounting treatment of acquisitions, financing transactions or other matters.
Particularly at our early stage of development, such accounting treatment can
have a material impact on the results for any quarter. Due to the foregoing
factors, among others, it is likely that our operating results may fall below
our expectations or those of investors in some future quarter.
  Dependence
Upon Management
  Our
future performance and success is dependent upon the efforts and abilities of
our Management. To a very significant degree, we are dependent upon the
continued services of Nicholas S. Maturo, our Chief Executive Officer and member
of our Board of Directors, and William Kosoff, our President and Chief Financial
Officer and member of our Board of Directors. If we lost the services of Mr.
Maturo, Mr. Kosoff, or other key employees before we could get qualified
replacements, the loss could materially adversely affect our
business.
  23
  Our
officers and directors are required to exercise good faith and high integrity in
our Management affairs. Our bylaws provide, however, that our directors shall
have no liability to us or to our shareholders for monetary damages for breach
of fiduciary duty as a director except with respect to (1) a breach of the
director's duty of loyalty to the corporation or its stockholders, (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) liability which may be specifically defined by law or (4)
a transaction from which the director derived an improper personal
benefit.
  Management
of Growth
  We may
experience growth, which will place a strain on our managerial, operational and
financial systems resources. To accommodate our current size and manage growth
if it occurs, we must devote management attention and resources to improve our
financial strength and our operational systems. Further, we will need to expand,
train and manage our sales and distribution base. There is no guarantee that we
will be able to effectively manage our existing operations or the growth of our
operations, or that our facilities, systems, procedures or controls will be
adequate to support any future growth. Our ability to manage our operations and
any future growth will have a material effect on our stockholders.
  If we
fail to remain current on our reporting requirements, we could be removed from
the OTC Bulletin Board which would limit the ability of broker-dealers to sell
our securities and the ability of stockholders to sell their securities in the
secondary market.
  Companies
trading on the OTC Bulletin Board, such as us, must be reporting issuers under
Section 12 of the Securities Exchange Act of 1934, as amended, and must be
current in their reports under Section 13, in order to maintain price quotation
privileges on the OTC Bulletin Board. If we fail to remain current on our
reporting requirements, we could be removed from the OTC Bulletin Board. As a
result, the market liquidity for our securities could be severely adversely
affected by limiting the ability of broker-dealers to sell our securities and
the ability of stockholders to sell their securities in the secondary
market.
  ITEM
7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  As a
smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are
not required to provide the information required by this Item.
  ITEM
8. FINANCIAL STATEMENTS
 
 The
financial statements begin on Page F-1.
 
 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
 
 None.
  24
 
 ITEM
9(A). CONTROLS AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
 
 We
maintain disclosure controls and procedures that are designed to ensure that
material information required to be disclosed in our periodic reports filed
under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded,
processed, summarized, and reported within the time periods specified in the
SEC’s rules and forms and to ensure that such information is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer (principal financial officer) as appropriate, to allow timely
decisions regarding required disclosure. During the quarter ended March 31, 2010
we carried out an evaluation, under the supervision and with the participation
of our management, including the principal executive officer and the principal
financial officer (principal financial officer), of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in
Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, because of
the Company’s limited resources and limited number of employees, management
concluded that our disclosure controls and procedures were ineffective as of
March 31, 2010.
 
 Management’s
Report on Internal Control over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. The Company’s internal control over financial
reporting is designed to provide reasonable assurances regarding the reliability
of financial reporting and the preparation of the financial statements of the
Company in accordance with U.S. generally accepted accounting principles, or
GAAP. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree or compliance with the policies or procedures may
deteriorate.
 
 With the
participation of our Chief Executive Officer and Chief Financial Officer
(principal financial officer), our management conducted an evaluation of the
effectiveness of our internal control over financial reporting as of March 31,
2010 based on the framework in Internal Control—Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission
("COSO"). Based on our evaluation and the material weaknesses described below,
management concluded that the Company did not maintain effective internal
control over financial reporting as of March 31, 2010 based on the COSO
framework criteria. Management has identified control deficiencies regarding the
lack of segregation of duties and the need for a stronger internal control
environment. Management of the Company believes that these material weaknesses
are due to the small size of the Company’s accounting staff.  The
small size of the Company’s accounting staff may prevent adequate controls in
the future, such as segregation of duties, due to the cost/benefit of such
remediation.
 
 To
mitigate the current limited resources and limited employees, we rely heavily on
direct management oversight of transactions, along with the use of legal and
accounting professionals. As we grow, we expect to increase our number of
employees, which will enable us to implement adequate segregation of duties
within the internal control framework.
 
 These
control deficiencies could result in a misstatement of account balances that
would result in a reasonable possibility that a material misstatement to our
consolidated financial statements may not be prevented or detected on a timely
basis. Accordingly, we have determined that these control deficiencies as
described above together constitute a material weakness.
 
 In light
of this material weakness, we performed additional analyses and procedures in
order to conclude that our consolidated financial statements for the year ended
March 31, 2010 included in this Annual Report on Form 10-K were fairly stated in
accordance with US GAAP. Accordingly, management believes that despite our
material weaknesses, our consolidated financial statements for the year ended
March 31, 2010 are fairly stated, in all material respects, in accordance with
US GAAP.
  This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this Annual
Report on Form 10-K.
  25
 
 Limitations
on Effectiveness of Controls and Procedures
  Our
management, including our Chief Executive Officer and Chief Financial Officer
(principal financial officer), does not expect that our disclosure controls and
procedures or our internal controls will prevent all errors and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that
there are resource constraints and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include, but are not limited to, the
realities that judgments in decision-making can be faulty and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control. The design of any system of
controls also is based in part upon certain assumptions about the likelihood of
future events and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Over time,
controls may become inadequate because of changes in conditions, or the degree
of compliance with the policies or procedures may deteriorate. Because of the
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and not be detected.
 
 Changes
in Internal Controls
 
 During
the fiscal quarter ended March 31, 2010, there have been no changes in our
internal control over financial reporting that have materially affected or are
reasonably likely to materially affect our internal controls over financial
reporting.
 
 ITEM
9B. OTHER INFORMATION
 
 None
 
 PART   III
  ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Directors
and Executive Officers
 
 The
following table sets forth certain information with respect to our directors and
executive officers.
  Name
                
                Age
                
                PositionNicholas
      S. Maturo
                
                61
                
                Chief
      Executive Officer, President and Chairman of the BoardWilliam
      Kosoff
                
                68
                
                Chief
      Financial Officer and DirectorLouis
      Sagar
                
                54
                
                Director
 
 Directors
are elected annually and hold office until the next annual meeting of the
stockholders of the Company and until their successors are elected. Officers are
elected annually and serve at the discretion of the Board of
Directors.
 
 Background
of Executive Officers and Directors
 
 Nicholas Maturo – Chief
Executive Officer and Chairman. From September 2005 until December 2006 Mr.
Maturo was the Chief Executive Officer of EduTrades, Inc., a company that
provides educational and training courses for students interested in learning
about investing in the stock market and in other financial instruments. From
September 2002 until December 2006 Mr. Maturo worked for Whitney Information
Network, Inc., the parent of EduTrades, Inc. as its Chief Operating Officer and
in 2004 also became its President. From 1981 to 2000, Mr. Maturo was employed at
Philip Morris Cos. where he held a number of executive positions in finance,
operations and strategy both at home and abroad. When he left Philip Morris, he
was Chief Information Officer of Kraft International. Mr. Maturo earned a
Bachelor of Commerce degree in finance and economics from McGill University and
also completed the Executive General Management Program at McGill
University.
  26
 
 William C. Kosoff –
President, Chief Financial Officer and Director. During the past five years Mr.
Kosoff served as Vice President of Worldwide Sales and a Director for a public
company, Telenetics Corp. under the new Sarbanes-Oxley regimen. From December of
2005 to September 2006, Mr. Kosoff was licensed and active in residential Real
Estate in California. In addition, Mr. Kosoff has served as a Director of GISV
and Interim President and CEO of GISV while providing consulting services to the
Company. Mr. Kosoff received his BA in Physics from California State University
in 1978. He was in the high technology industry for 45 years serving in
Engineering, Marketing, Sales, and Senior Management positions with Rockwell
International from 1960 to 1984. In 1984 he co-founded Telenetics Corp as
President and CEO. In 1987 Telenetics became public on NASDAQ and was acquired
in 2006 by a private firm. During his tenure with Telenetics he also served as
CFO from 1988 to 1991. Mr. Kosoff  earned a Professional Certificate
in Accounting from New York University in 2010.
 
 Louis Sagar – Director.
During the past five years Mr. Sagar has been and remains the principal in Old
School Ventures, LLC, his own marketing consulting firm based in New York City.
Previously, Mr. Sagar founded ZONA, a specialty home retailer, Mr. Sagar built a
lifestyle merchandising brand with nine retail locations and wholesale
operations distributing private label home accessories and lifestyle products
throughout the United States, Europe, and Japan. In 1998 Mr. Sagar sold ZONA to
a private investment group. Mr. Sagar has been a director of Newsgrade
Corporation, the former parent of TRES and a significant shareholder of Voxpath,
since April 1998 and a director of TRES since September 2005. In June 2007 Mr.
Sagar became the Chairman and Chief Executive Officer of Auction Floor, Inc., a
provider of web based technology to the auction industry.
 
 Our
directors are elected for a term of one year and until their successors are
elected and qualified.
  Role
of the Board
  It is the
paramount duty of the Board to oversee the Company’s Chief Executive Officer
(the “CEO”) and other
senior management in the competent and ethical operation of the Company on a
day-to-day basis and to assure that the long-term interests of the shareholders
are being served. To satisfy this duty, the directors take a proactive, focused
approach to their position, and set standards to ensure that the Company is
committed to business success through maintenance of high standards of
responsibility and ethics.
  The Board
met formerly a total of  three times during fiscal 2010.
 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.
  Audit
Committee
 
 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.
  Code
of Ethics
  The
Company has a code of ethics that applies to all of the Company’s employees,
including its principal executive officer, principal financial officer and
principal accounting officer, and the Board. A copy of this code is available in
the Employee Handbook.. The Company intends to disclose any changes in or
waivers from its code of ethics by posting such information on its website or by
filing a Form 8-K.
 
 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, 2009,
our officers, directors and 10% stockholders did not make any filings pursuant
to Section 16(a).
  ITEM
11. EXECUTIVE COMPENSATION
 
 Directors’
Compensation
 
 Compensation
for outside Directors has been set at $25,000 annually plus re-imbursement of
reasonable and ordinary expenses. L. Sagar was awarded 500,000 options at $0.06
per share of which 250,000 vested in January 2007 and 250,000 in January
2008.
 
 Executive
Officers’ Compensation
 
 The
following table sets forth information concerning the annual and long-term
compensation earned by or paid to our Chief Executive Officer and to other
persons who served as executive officers as at and/or during the fiscal year
ended March 31, 2009 who earned compensation exceeding $100,000 during fiscal
year 2010 (the “named executive officers”), for services as executive officers
for the last three fiscal years.
  27
 
 Summary
Compensation Table
 
 Name
                                                  and
                                                  Principal
                                                  Position
                                                
                                                Fiscal
                                                  Year
                                                
                                                Salary
                                                  ($)
                                                
                                                
                                                Bonus
                                                  ($)
                                                
                                                Option
                                                  Awards
                                                  ($)
                                                
                                                Non-Equity
                                                  Incentive
                                                  Plan
                                                  Compensation
                                                  ($)
                                                
                                                Change in
                                                  Pension Value
                                                  and Non-
                                                  Qualified
                                                  Deferred
                                                  Compensation
                                                  Earnings
                                                  ($)
                                                
                                                All Other
                                                  Compensation
                                                  ($)
                                                
                                                Total
                                                  ($)Nicholas
      Maturo
                                                  CEO
                                                
                                                2010
                                                
                                                
                                                225,000
                                                (1)
                                                
                                                None
                                                
                                                
                                                90,000
                                                
                                                None
                                                
                                                None
                                                
                                                
                                                
                                                
                                                315,000William
      Kosoff
                                                  CFO
                                                
                                                2010
                                                
                                                
                                                150,000
                                                (2)
                                                
                                                None
                                                
                                                
                                                30,000
                                                
                                                None
                                                
                                                None
                                                
                                                
                                                
                                                
                                                180,000
 
 (1)  $159,678
of Calendar Year (CY) 2009 compensation was deferred during the 2010 fiscal year
and was accrued as of 12-31-2009 and then converted to a convertible promissory
note convertible at the same terms as the Private Placement investment conducted
throughout CY 2009 (converts at $0.03 per share with 50% 5 year warrants at
$0.05 per share).
 
 (2)  $89,295
of Calendar Year (CY) 2009 compensation was deferred during the 2010 fiscal year
and was accrued as of 12-31-2009 and then converted to a convertible promissory
note convertible at the same terms as the Private Placement investment conducted
throughout CY 2009 (converts at $0.03 per share with 50% 5 year warrants at
$0.05 per share).
  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
                                        ($)Nicholas
      Maturo
                                      
                                      
                                      6,000,000
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      $
                                      0.06
                                      
                                      1/24/17William
      Kosoff
                                      
                                      
                                      2,500,000
                                      
                                      
                                      
                                      500,000
                                      
                                      
                                      
                                      $
                                      0.06
                                      
                                      2/7/17
  28
 
 Employment
Agreements
 
 On
January 23, 2007 the Company entered into a three year employment contract with
Nicholas Maturo as CEO (the “Maturo Agreement”).   In addition,
the Company elected him to the Board of Directors and appointed him Chairman of
the Board. The Maturo Agreement provides a first year annual salary of $225,000
with annual increases and certain performance-based bonuses. In addition, the
Maturo Agreement awards stock options of 6,000,000 shares with 1,500,000 vesting
upon signing and the balance vesting over the life of the contract.
 
 On June
30, 2008, the Company entered into an Amended and Restated Employment Agreement
with Nicholas S. Maturo (the “Amended Maturo Agreement”), the Company’s Chairman
of the Board and Chief Executive Officer of Company since January 23,
2007.
 
 The
Amended Maturo Agreement extends the term of Mr. Maturo’s employment for five
(5) years, as may be extended or earlier terminated pursuant to the terms and
conditions of the Amended Maturo Agreement and provides for automatic renewals
for successive three (3) year periods unless, prior to the 90th
calendar day preceding the expiration of the then existing term, either the
Company or Mr. Maturo provide written notice to the other that it elects not to
renew the term
 
 Based on
performance criteria to be agreed upon between the Board of Directors and Mr.
Maturo at the beginning of each operating year and for the duration of the term,
Mr. Maturo’s salary will be increased to $300,000, effective January 23, 2008,
$400,000, effective January 23, 2009 and $500,000, effective January 23, 2010
for the duration of the term, subject to any additional increases on the
recommendations of the Compensation Committee of the Board of Directors or the
Board of Directors, as applicable.
 
 On
February 1, 2009 the Board of Directors and Mr. Maturo agreed to freeze his
compensation at $225,000 per year (the “Salary”) until the Company can generate
revenues to attain positive cash flow on an ongoing basis and it is deemed
feasible to increase the base salary upwards.  The additional salaries
contained in the Amended Maturo Agreement over and above the $225,000 annual
rate  are not being accrued.
 
 Additionally,
Mr. Maturo receives the following equity compensation from Company
(collectively, the “Equity Compensation”) upon execution of the Amended Maturo
Agreement:
 
 (a)
              an
      option to purchase 6,000,000 shares of common stock of the Company, with
      options to purchase 3,000,000 fully vested shares, options to purchase
      1,500,000 shares vesting on January 23, 2009 and the remaining options to
      purchase 1,500,000 shares vesting on January 23, 2010, with a exercise
      price of $0.06 per share and a cashless exercise
  feature;
  (b)
              5,000,000
      shares of restricted common stock of the Company granted and fully-vested
      as of the date of the Amended Maturo Agreement, with the Company paying
      all associated tax obligations on behalf of the
  Employee;
  (c)
              In
      addition to Salary and Equity Compensation, Mr. Maturo will be entitled to
      receive an annual cash bonus equal to at least 50% and up to 100% of the
      Salary, subject to the recommendations of the Compensation Committee of
      the Board of Directors or the Board of Directors, as applicable, based
      upon performance criteria to be agreed upon between the Compensation
      Committee of the Board of Directors or the Board of Directors, as
      applicable, and Mr. Maturo at the beginning of each operating year of the
      Company during the term; and
  (d)
              Mr.
      Maturo also shall be entitled to receive incentive bonuses upon the
      closing of strategic acquisitions, joint ventures or other strategic
      transactions and/or relationships which are intended to accrue a
      significant benefit to the Company, by the Company, as recommended by the
      Compensation Committee of the Board of Directors or the Board of
      Directors, as applicable, to be agreed upon between the Compensation
      Committee of the Board of Directors or the Board of Directors, as
      applicable, and Mr. Maturo during the
Term.
 
 On
February 6, 2007 the Company entered into a 2 year employment contract with
William Kosoff as President and CFO (the “Kosoff Agreement”). Mr. Kosoff remains
a Director of the Company and also serves as Treasurer and Secretary of the
Corporation. The Kosoff Agreement provides a first year annual salary of
$150,000 with annual increases and performance based bonuses. In addition, the
Kosoff Agreement awards stock options of 1,500,000 shares with 500,000 vesting
upon signing and the balance vesting over the life of the contract. The Kosoff
Agreement automatically renewed for a successive 2 year term as of February
6th
2009.
 
 On
January 15, 2008 the company entered into employment agreements with key
management (“Key Managers”) of the acquired entities of Razor Data, LLC and
Investment tools and Training, LLC (ITT) (the “Key Management Agreements”). Each
Key Management Agreements provides a base salary to Key Managers of $150,000
plus annual bonuses to be determined by the CEO and the Board of Directors. The
Key Management Agreements last for a term of three years and contain severance
pay provisions allowing for the remaining annual salary amountof up to three
years if terminated by the company without cause, or by one of the Key Managers
if for “Good Reason, or six (6) months salary, whichever is greater.” The Key
Management Agreements contain Non-Compete covenants as well as provide for
ownership of “Inventions” pertaining to the business of the
Company.
  29




The key
personnel and their respective positions are listed below:





Rhett
Andersen, Vice President of Development, Razor Data


Ryan
Smith, Vice President of ITT,




ITEM 12. 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, 2009 by:




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





Name of Beneficial Owner (1)
                
                Common Stock
                  Beneficially
                  Owned
                
                
                Percentage of
                  Common Stock (2)Nicholas
      S. Maturo
                
                
                28,259,230
                
                
                
                7.51
                %William
      C. Kosoff (3)
                
                
                12,684,125
                
                
                
                3.52
                %Louis
      Sagar
                
                
                3,832,755
                
                
                
                1.09
                %RABI
      LLC- Bart Coon & Rhett Andersen
                
                
                72,955,278
                
                
                
                17.33
                %Secure
      Acquisition Financial Entity, LP–Wealth Engineering &
      Associates
                
                
                34,494,000
                
                
                
                8.98
                %G.
      Bart Rice
                
                
                35,494,000,
                
                
                
                9.26Newsgrade
      Corporation
                
                
                40,851,356
                
                
                
                10.51
                %All
      Officers and Directors as a group (3 Persons)
                
                
                44,776,110
                
                
                
                12.12
                %




(1)
            Except
      as otherwise indicated, the address of each beneficial owner is c/o Global
      Investor Services, Inc., 708 3rd
      Avenue, 6th
      floor, New York, New York, 10017.





(2)
            Applicable
      percentage ownership is based on 347,967,310 shares of common stock outstanding as of March
      31, 2010, together with securities exercisable or convertible into shares
      of common stock within 60 days of March 31, 2009 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, 2009
      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.





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
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





None to
Report


30


ITEM 14. PRINCIPAL ACCOUNTANT FEES
AND SERVICES





The
following table sets forth fees billed to us by our auditors, RBSMLLP, during
the fiscal years ended March 31, 2010 and 2009 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, 2010
                    
                    
                    March 31, 2009(i)
                    Audit
      Fees
                    
                    $
                    163,853
                    
                    
                    $
                    182,600(ii)
                    Audit
      Related Fees
                    
                    
                    
                    
                    
                    
                    -(iii)
                    Tax
      Fees
                    
                    
                    
                    
                    
                    
                    -(iv)
                    All
      Other Fees
                    
                    
                    
                    
                    
                    
                    -Totals
                    
                    $
                    163,853
                    
                    
                    $
                    182,600





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





AUDIT-RELATED
FEES. Consists of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of Global Investor
Services, Inc.'s consolidated financial statements and are not reported under
"Audit Fees." There were no Audit-Related services provided in fiscal
2009.





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
2009.





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
2009.





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.


31





ITEM
15. EXHIBITS




Number
            Description





3.1
            Registrant’s
      Articles of Incorporation (incorporated by reference to Exhibit 3 to the
      Company’s 10SB12G filed on August 12,
1999).





3.2
            Certificate
      of Amendment to Registrant’s Articles of Incorporation (incorporated by
      reference to Exhibit 3 to the Company’s 10SB12G filed on August 12,
      1999).





3.4
            Registrant’s
      By-Laws (incorporated by reference to Exhibit 3 to the Company’s 10SB12G
      filed on August 12, 1999).





3.5
            Amendment
      to Articles of Incorporation or by-laws (incorporated by reference to
      Exhibit 3.1 to the Company’s Form 8-K filed on February 15,
      2007)





10.1
            Entry
      into a Material Definitive Agreement (incorporated by reference to Exhibit
      10.1to the Company’s Form 8-K filed on February 12,
  2007)





10.2
            Stock
      Purchase Agreement by and among Voxpath Holdings, Inc., and The Retirement
      Solution, Inc., Audited Financial Statements of Registrant as of March 31,
      2006 and for the period from August 10, 2005 (date of inception) through
      March 31, 2006, and Unaudited financial statements for the three months
      period ended June 30, 2006 (Incorporated by reference to Exhibit 10.1 to
      the Company’s Form 8-K filed on October 2,
  2006).





10.3
            Membership
      Interest Purchase Agreement by and among TheRetirementSolution.com, Inc.,
      Investment Tools and Training, LLC, Boya Systems, LLC, Kays Creek Capital
      Management, LLC and LUCASA, LLC, dated as of January 15, 2008,
      incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 16,
      2008.





10.4
            Asset
      Purchase Agreement by and among TheRetirementSolution.com, Inc., RazorData
      Corp., Razor Data, LLC, Boya Systems, LLC and Rabble, LLC, dated as of
      January 15, 2008, incorporated by reference to Exhibit 10.2 to Form 8-K
      filed on January 16, 2008.





10.5
            Form
      of Convertible Promissory Notes issued January 15, 2008, incorporated by
      reference to Exhibit 10.3 to Form 8-K filed on January 16,
      2008.




10.6
            Registration
      Rights Agreement by and among TheRetirementSolution.com, Inc., Romel
      Enterprises, Inc., Tyvan Enterprises, Inc., Badaco, Inc., LUCASA, LLC and
      Kays Creek Capital Management, LLC, dated as of January 15, 2008,
      incorporated by reference to Exhibit 10.4 to Form 8-K filed on January 16,
      2008.





10.7
            Lock
      Up Agreement by and among TheRetirementSolution.com, Inc., Romel
      Enterprises, Inc., Tyvan Enterprises, Inc., Badaco, Inc., LUCASA, LLC,
      Kays Creek Capital Management, LLC and John E. Robinson, dated as of
      January 15, 2008, incorporated by reference to Exhibit 10.5 to Form 8-K
      filed on January 16, 2008.





10.8
            Registration
      Rights Agreement by and among TheRetirementSolution.com, Inc., Romel
      Enterprises, Inc., Tyvan Enterprises, Inc. and Badaco, Inc., dated as of
      January 15, 2008, incorporated by reference to Exhibit 10.6 to Form 8-K
      filed on January 16, 2008.





10.9
            Lock
      Up Agreement by and among TheRetirementSolution.com, Inc., Romel
      Enterprises, Inc., Tyvan Enterprises, Inc., Badaco, Inc. and Clayton Ross,
      dated as of January 15, 2008, incorporated by reference to Exhibit 10.7 to
      Form 8-K filed on January 16, 2008.





10.10
            Amended
      and Restated Employment Agreement, dated June 30, 2008, incorporated by
      reference to Exhibit 10.1 to Form 8-K filed on July 8,
    2008.





10.11
            Marketing
      Agreement, dated July 2, 2008 with Allied Global Ventures, incorporated by
      reference to Exhibit 10.1 to Form 8-K filed on July 14,
    2008





10.12
              Amendment
      to Allied Global Ventures Convertible Note for $ 1Million dated March 31,
      2009 with a conversion stop at , 9.9% of issued and outstanding dated June
      28th,
      2010 , incoroporated by reference to the 10K filed for the fiscal
      year ending March 31,
2010.





31.1
            Certification
      of Principal Executive Officer pursuant to 13a-14(a) under the Securities
      Exchange Act of 1934, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.





31.2
            Certification
      of Principal Financial Officer pursuant to 13a-14(a) under the Securities
      Exchange Act of 1934, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.




32.1
            Certification
      of the Principal Executive Officer and Principal Financial Officer
      pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.


32





SIGNATURES





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




GLOBAL
      INVESTOR SERVICES, INC.Dated:
      July 16, 2010
                By:
                /s/ Nicholas
      S. MaturoNicholas S. MaturoChief
      Executive Officer(Principal
      Executive Officer)




Dated:
      July 16, 2010
                By:
                /s/
      William KosoffWilliam KosoffChief
      Financial Officer(Principal
      Financial Officer)





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




SIGNATURE
                        
                        TITLE
                        
                        DATE/s/ Nicholas
      S. Maturo
                        
                        Chief
      Executive Officer and Chairman of the Board
                        
                        July
      16, 2010Nicholas
      S. Maturo
                        
                        (Principal
      Executive Officer)/s/
      William Kosoff
                        
                        Chief
      Financial Officer and Director
                        
                        July
      16, 2010William
      Kosoff
                        
                        (Principal
      Financial Officer)/s/
      Louis Sagar
                        
                        Director
                        
                        July
      16, 2010Louis
      Sagar


33





SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





CONSOLIDATED
FINANCIAL STATEMENTS





MARCH
31, 2010 AND 2009





FORMING
A PART OF ANNUAL REPORT


PURSUANT
TO THE SECURITIES EXCHANGE ACT OF 1934





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)








GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)





Index
to Consolidated Financial Statements





PageReport
      of Independent Registered Public Accounting Firm
                
                F-2Consolidated
      Balance Sheets As Of March 31, 2010 and 2009
                
                F-3Consolidated
      Statement Of Operations For The Years Ended March 31, 2010 and
      2009
                
                F-4Consolidated
      Statement Of (Deficiency In) Stockholders’ Equity For The Two Years Ended
      March 31, 2010
                
                F-5Consolidated
      Statement Of Cash Flows For The Years Ended March 31, 2010 and
      2009
                
                F-8Notes
      To Consolidated Financial Statements
                
                F-9
      ~F-42


F-1




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  The Board
of Directors,
 Global
Investor Services, Inc.
 (Formerly
TheRetirementSolution.com, Inc.)
 New York,
New York
  We have
audited the accompanying consolidated balance sheets of Global Investor
Services, Inc. and subsidiaries (formerly TheRetirementSolution.com,
Inc.,  the “Company”) as of March 31, 2010 and 2009 and the related
consolidated statements of operations, (deficiency in) stockholders’ equity, and
cash flows for each of the two years in the period ended March 31, 2010. 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. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. 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,
2010 and 2009, and the results of its operations and its cash flows for each of
the two years in the period ended March 31, 2010, 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 2, the
Company has suffered recurring losses from operations and has a net accumulated
deficiency as of March 31, 2010, 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 2. The accompanying statements do not include any
adjustments that might result from the outcome of this uncertainty.
  /s/RBSM
LLP
  New York,
New York
 June 28, 2010




F-2





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


CONSOLIDATED
BALANCE SHEETS


MARCH
31, 2010 AND 2009





2010
                
                
                2009ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                $
                48,828
                
                
                $
                75,259Deferred
      costs
                
                
                14,880
                
                
                
                17,373Employee
      advances
                
                
                6,400
                
                
                
                6,550Other
      current assets
                
                
                1,233
                
                
                
                1,432Total
      current assets
                
                
                71,341
                
                
                
                100,614Property,
      plant and equipment, net of accumulated depreciation of $1,711,954 and
      $940,754 as of March 31, 2010 and 2009, respectively
                
                
                1,235,825
                
                
                
                2,007,025Other
      assets:Capitalized
      finance costs, net of amortization of $301,096 and $233,134 as of March
      31, 2010 and 2009, respectively
                
                
                -
                
                
                
                67,962Deposits
                
                
                21,600
                
                
                
                85,927Customers
      list, net of accumulated amortization of $367,869 and $201,187 as of March
      31, 2010 and 2009, respectively
                
                
                131,878
                
                
                
                298,460Total
      assets
                
                $
                1,460,644
                
                
                $
                2,559,988LIABILITIES
      AND DEFICIENCY IN STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued liabilities
                
                $
                1,818,855
                
                
                $
                1,470,685Deferred
      revenue
                
                
                79,633
                
                
                
                108,048Due
      to related party
                
                
                31,264
                
                
                
                130,701Convertible
      notes payable, current portion, net of unamortized debt
      discount
                
                
                221,970
                
                
                
                200,000Notes
      payable, current portion
                
                
                200,000
                
                
                
                382,085Total
      current liabilities
                
                
                2,351,722
                
                
                
                2,291,519Long
      term debt:Warrant
      liability
                
                
                625,137
                
                
                
                -Reset
      derivative liability
                
                
                1,120,476
                
                
                
                -Convertible
      notes payable, long term portion, net of unamortized debt
      discount
                
                
                2,564,439
                
                
                
                2,016,949Convertible
      notes payable, long term portion-related party, net of unamortized debt
      discount
                
                
                1,000,688
                
                
                
                1,333,333Total
      liabilities
                
                
                7,662,462
                
                
                
                5,641,801DEFICIENCY
      IN STOCKHOLDERS' EQUITYCommon
      stock, par value $0.001; 700,000,000 shares authorized; 347,967,310 and
      312,214,800 issued and outstanding as of March 31, 2010 and 2009,
      respectively
                
                
                347,967
                
                
                
                312,215Additional
      paid in capital
                
                
                46,234,287
                
                
                
                41,094,094Subscription
      received
                
                
                500,000
                
                
                
                500,000Common
      shares to be issued
                
                
                3,500,000
                
                
                
                4,696,878Accumulated
      deficit
                
                
                (56,784,072
                )
                
                
                (49,685,000
                )Total
      (deficiency in) stockholders' equity
                
                
                (6,201,818
                )
                
                
                (3,081,813
                )Total
      liabilities and (deficiency in) stockholders' equity
                
                $
                1,460,644
                
                
                $
                2,559,988





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


F-3





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


CONSOLIDATED
STATEMENT OF OPERATIONS


YEARS
ENDED MARCH 31, 2010 AND 2009





2010
                
                
                2009Revenue,
      net:Subscription
      revenue
                
                $
                1,006,984
                
                
                $
                1,543,903Training
      revenue
                
                
                134,703
                
                
                
                1,031,903Services
      and other
                
                
                -
                
                
                
                11,546Total
      revenue
                
                
                1,141,687
                
                
                
                2,587,352Cost
      of revenue
                
                
                918,159
                
                
                
                2,431,115Gross
      profit
                
                
                223,528
                
                
                
                156,237Operating
      costs:Selling,
      general and administrative
                
                
                4,733,989
                
                
                
                6,057,215Impairment
      loss
                
                
                -
                
                
                
                27,233,173Depreciation
      and amortization
                
                
                937,781
                
                
                
                938,139Total
      operating expenses
                
                
                5,671,770
                
                
                
                34,228,527Net
      loss from operations
                
                
                (5,448,242
                )
                
                
                (34,072,290
                )Other
      income (expense):Gain
      (loss)on change in fair value of warrant and reset derivative
      liabilities
                
                
                (686,613
                )
                
                
                -Interest,
      net
                
                
                (999,001
                )
                
                
                (1,947,635
                )Other
                
                
                34,784
                
                
                
                5,553Net
      (loss) before provision for income taxes
                
                
                (7,099,072
                )
                
                
                (36,014,372
                )Income
      taxes (benefit)
                
                
                -
                
                
                
                -NET
      (LOSS)
                
                $
                (7,099,072
                )
                
                $
                (36,014,372
                )Loss
      per common share-basic and fully diluted
                
                $
                (0.02
                )
                
                $
                (0.14
                )Weighted
      average number of common shares outstanding-basic and fully
      diluted
                
                
                329,391,728
                
                
                
                260,533,573





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


F-4





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


CONSOLIDATED
STATEMENT OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY


FOR
THE TWO YEARS ENDED MARCH 31, 2010





Additional
                  
                  
                  Common sharesStock
                  
                  
                  Common stock
                  
                  
                  Paid in
                  
                  
                  To be issued
                  
                  
                  AccumulatedSubscription
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Deficit
                  
                  
                  TotalBalance,
      April 1, 2008
                  
                  $
                  -
                  
                  
                  
                  237,602,806
                  
                  
                  $
                  237,603
                  
                  
                  $
                  32,240,750
                  
                  
                  
                  18,100,000
                  
                  
                  $
                  4,521,000
                  
                  
                  $
                  (13,670,628
                  )
                  
                  $
                  23,328,725Beneficial
      conversion feature on convertible debt in connection with issuance of
      common stock in April 2008
                  
                  
                  
                  
                  
                  
                  400,000
                  
                  
                  
                  400
                  
                  
                  
                  56,963
                  
                  
                  
                  (100,000
                  )
                  
                  
                  (21,000
                  )
                  
                  
                  -
                  
                  
                  
                  36,363Common
      stock issued in April 2008 in exchange for convertible
debt
                  
                  
                  
                  
                  
                  
                  3,250,000
                  
                  
                  
                  3,250
                  
                  
                  
                  321,750
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  325,000Common
      stock issued in April 2008 for services rendered at $0.19 per
      share
                  
                  
                  
                  
                  
                  
                  3,000,000
                  
                  
                  
                  3,000
                  
                  
                  
                  297,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  300,000Common
      stock issued in April 2008 for expenses at $0.10 per share
                  
                  
                  
                  
                  
                  
                  250,000
                  
                  
                  
                  250
                  
                  
                  
                  24,750
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  25,000Common
      stock issued in April 2008 in settlement of accrued interest on
      convertible debt
                  
                  
                  
                  
                  
                  
                  466,667
                  
                  
                  
                  466
                  
                  
                  
                  69,534
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  70,000Common
      stock issued in June 2008 as deferred compensation
                  
                  
                  
                  
                  
                  
                  2,500,000
                  
                  
                  
                  2,500
                  
                  
                  
                  (2,500
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -Common
      stock issued in June 2008 for services rendered at $0.11 per
      share
                  
                  
                  
                  
                  
                  
                  7,000,000
                  
                  
                  
                  7,000
                  
                  
                  
                  763,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  770,000Beneficial
      conversion feature on convertible debt in connection with issuance of
      common stock in May and June 2008
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500,000
                  
                  
                  
                  60,605
                  
                  
                  
                  -
                  
                  
                  
                  60,605Common
      stock issued in July 2008 in connection with issuance of convertible
      debt
                  
                  
                  
                  
                  
                  
                  500,000
                  
                  
                  
                  500
                  
                  
                  
                  60,105
                  
                  
                  
                  (500,000
                  )
                  
                  
                  (60,605
                  )
                  
                  
                  -
                  
                  
                  
                  -Common
      stock issued in September 2008 in exchange for convertible
      debt
                  
                  
                  
                  
                  
                  
                  875,000
                  
                  
                  
                  875
                  
                  
                  
                  74,125
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  75,000Common
      stock issued in September 2008 in settlement of accrued interest on
      convertible debt
                  
                  
                  
                  
                  
                  
                  986,472
                  
                  
                  
                  987
                  
                  
                  
                  118,556
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  119,543Common
      stock issued in September 2008 as deferred compensation
                  
                  
                  
                  
                  
                  
                  1,100,000
                  
                  
                  
                  1,100
                  
                  
                  
                  (1,100
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Common
      stock issued in September 2008 for services rendered
                  
                  
                  
                  
                  
                  
                  630,000
                  
                  
                  
                  630
                  
                  
                  
                  91,920
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  92,550Preferred
      stock subscription
                  
                  
                  500,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500,000Common
      stock issued in October 2008 in settlement of accrued
    interest
                  
                  
                  -
                  
                  
                  
                  13,375
                  
                  
                  
                  13
                  
                  
                  
                  790
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  803Common
      stock issued in December 2008 for services rendered
                  
                  
                  -
                  
                  
                  
                  2,001,600
                  
                  
                  
                  2,002
                  
                  
                  
                  134,810
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  136,812Common
      stock issued in December 2008 in exchange for convertible
    debt
                  
                  
                  -
                  
                  
                  
                  1,014,030
                  
                  
                  
                  1,014
                  
                  
                  
                  98,986
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  100,000Common
      stock issued in December 2008 in settlement of accrued
      interest
                  
                  
                  -
                  
                  
                  
                  1,502,743
                  
                  
                  
                  1,503
                  
                  
                  
                  93,329
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  94,832Common
      stock issued in December 2008 as deferred compensation
                  
                  
                  -
                  
                  
                  
                  6,000,000
                  
                  
                  
                  6,000
                  
                  
                  
                  (6,000
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Subtotal
                  
                  $
                  500,000
                  
                  
                  
                  269,092,693
                  
                  
                  $
                  269,093
                  
                  
                  $
                  34,436,768
                  
                  
                  
                  18,000,000
                  
                  
                  $
                  4,500,000
                  
                  
                  $
                  (13,670,628
                  )
                  
                  $
                  26,035,233





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


F-5





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


CONSOLIDATED
STATEMENT OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY


FOR
THE TWO YEARS ENDED MARCH 31, 2010





Additional
                  
                  
                  Common sharesStock
                  
                  
                  Common stock
                  
                  
                  Paid in
                  
                  
                  To be issued
                  
                  
                  AccumulatedSubscription
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Deficit
                  
                  
                  TotalBalance
      forward
                  
                  $
                  500,000
                  
                  
                  
                  269,092,693
                  
                  
                  $
                  269,093
                  
                  
                  $
                  34,436,768
                  
                  
                  
                  18,000,000
                  
                  
                  $
                  4,500,000
                  
                  
                  $
                  (13,670,628
                  )
                  
                  $
                  26,035,233Common
      stock issued in January 2009 for services rendered
                  
                  
                  -
                  
                  
                  
                  1,555,556
                  
                  
                  
                  1,556
                  
                  
                  
                  76,222
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  77,778Common
      stock issued in January 2009 as compensation
                  
                  
                  -
                  
                  
                  
                  2,625,000
                  
                  
                  
                  2,625
                  
                  
                  
                  128,625
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  131,250Common
      stock issued in February 2009 as compensation
                  
                  
                  -
                  
                  
                  
                  11,607,471
                  
                  
                  
                  11,607
                  
                  
                  
                  800,916
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  812,523Common
      stock issued in February 2009 as deferred compensation
                  
                  
                  -
                  
                  
                  
                  5,000,000
                  
                  
                  
                  5,000
                  
                  
                  
                  (5,000
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Common
      stock issued in March 2009 for services rendered
                  
                  
                  -
                  
                  
                  
                  791,806
                  
                  
                  
                  792
                  
                  
                  
                  48,092
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  48,884Common
      stock issued in March 2009 for accrued interest
                  
                  
                  -
                  
                  
                  
                  1,092,274
                  
                  
                  
                  1,092
                  
                  
                  
                  71,516
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  72,608Common
      stock issued in March 2009 for accrued payables
                  
                  
                  -
                  
                  
                  
                  1,100,000
                  
                  
                  
                  1,100
                  
                  
                  
                  97,650
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  98,750Common
      stock issued in March 2009 as deferred compensation
                  
                  
                  -
                  
                  
                  
                  5,050,000
                  
                  
                  
                  5,050
                  
                  
                  
                  (5,050
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Common
      stock issued in March 2009 in exchange for convertible
debt
                  
                  
                  -
                  
                  
                  
                  14,300,000
                  
                  
                  
                  14,300
                  
                  
                  
                  3,560,700
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,575,000Beneficial
      conversion feature on convertible debt in connection with common stock to
      be issued in March 2009
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (196,878
                  )
                  
                  
                  3,600,000
                  
                  
                  
                  196,878
                  
                  
                  
                  -
                  
                  
                  
                  -Fair
      value of warrants issued in connection with note payable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  101,183
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  101,183Beneficial
      conversion feature on convertible debt
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  403,978
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  403,978Fair
      value of vested options issued to employees
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  785,425
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  785,425Gain
      on debt forgiveness, related party
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  333,333
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  333,333Equity
      based compensation issued for services
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  456,614
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  456,614Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (36,014,372
                  )
                  
                  
                  (36,014,372
                  )Balance,
      March 31, 2009
                  
                  $
                  500,000
                  
                  
                  
                  312,214,800
                  
                  
                  $
                  312,215
                  
                  
                  $
                  41,094,094
                  
                  
                  
                  21,600,000
                  
                  
                  $
                  4,696,878
                  
                  
                  $
                  (49,685,000
                  )
                  
                  $
                  (3,081,813
                  )







F-6





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMEENTSOLUTION.COM, INC.)


CONSOLIDATED
STATEMENT OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY


FOR
THE TWO YEARS ENDED MARCH 31, 2010





Additional
                  
                  
                  Common sharesStock
                  
                  
                  Common stock
                  
                  
                  Paid in
                  
                  
                  To be issued
                  
                  
                  AccumulatedSubscription
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Deficit
                  
                  
                  TotalBalance
      forward
                  
                  $
                  500,000
                  
                  
                  
                  312,214,800
                  
                  
                  $
                  312,215
                  
                  
                  $
                  41,094,094
                  
                  
                  
                  21,600,000
                  
                  
                  $
                  4,696,878
                  
                  
                  $
                  (49,685,000
                  )
                  
                  $
                  (3,081,813
                  )Common
      stock issued in April 2009 for accrued payables
                  
                  
                  -
                  
                  
                  
                  1,600,000
                  
                  
                  
                  1,600
                  
                  
                  
                  48,100
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  49,700Common
      stock issued in April 2009 for services rendered
                  
                  
                  -
                  
                  
                  
                  400,000
                  
                  
                  
                  400
                  
                  
                  
                  23,600
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  24,000Common
      stock issued in May 2009 for services rendered
                  
                  
                  -
                  
                  
                  
                  1,100,000
                  
                  
                  
                  1,100
                  
                  
                  
                  42,900
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  44,000Common
      stock issued in July 2009 for services rendered
                  
                  
                  -
                  
                  
                  
                  400,000
                  
                  
                  
                  400
                  
                  
                  
                  26,600
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  27,000Common
      stock issued in July 2009 in settlement of accrued
interest
                  
                  
                  -
                  
                  
                  
                  825,000
                  
                  
                  
                  825
                  
                  
                  
                  48,675
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  49,500Common
      stock issued in August 2009 for services rendered
                  
                  
                  -
                  
                  
                  
                  400,000
                  
                  
                  
                  400
                  
                  
                  
                  14,400
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  14,800Common
      stock issued in July 2009 connection with convertible debt
                  
                  
                  -
                  
                  
                  
                  3,600,000
                  
                  
                  
                  3,600
                  
                  
                  
                  193,278
                  
                  
                  
                  (3,600,000
                  )
                  
                  
                  (196,878
                  )
                  
                  
                  -
                  
                  
                  
                  -Common
      stock issued in September 2009 connection acquisition of ITT and
      Razor
                  
                  
                  -
                  
                  
                  
                  4,000,000
                  
                  
                  
                  4,000
                  
                  
                  
                  996,000
                  
                  
                  
                  (4,000,000
                  )
                  
                  
                  (1,000,000
                  )
                  
                  
                  -
                  
                  
                  
                  -Common
      stock issued in September 2009 for services rendered
                  
                  
                  -
                  
                  
                  
                  10,765,000
                  
                  
                  
                  10,765
                  
                  
                  
                  567,485
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  578,250Common
      stock issued in September 2009 in exchange for convertible
      debt
                  
                  
                  -
                  
                  
                  
                  3,707,770
                  
                  
                  
                  3,708
                  
                  
                  
                  367,068
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  370,776Common
      stock issued in October 2009 for services rendered
                  
                  
                  -
                  
                  
                  
                  200,000
                  
                  
                  
                  200
                  
                  
                  
                  9,800
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10,000Common
      stock issued in November 2009 for accrued payables
                  
                  
                  -
                  
                  
                  
                  1,500,000
                  
                  
                  
                  1,500
                  
                  
                  
                  43,500
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  45,000Common
      stock issued in January 2010 for services rendered
                  
                  
                  -
                  
                  
                  
                  464,000
                  
                  
                  
                  464
                  
                  
                  
                  13,456
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  13,920Common
      stock issued in February 2010 for accrued interest
                  
                  
                  -
                  
                  
                  
                  2,290,000
                  
                  
                  
                  2,290
                  
                  
                  
                  112,210
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  114,500Common
      stock issued in March 2010 for deferred compensation
                  
                  
                  -
                  
                  
                  
                  3,350,000
                  
                  
                  
                  3,350
                  
                  
                  
                  (3,350
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Common
      stock issued in March 2010 for accrued interest
                  
                  
                  -
                  
                  
                  
                  650,740
                  
                  
                  
                  650
                  
                  
                  
                  31,887
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  32,537Common
      stock issued in conjunction with the issuance of convertible
      debt
                  
                  
                  -
                  
                  
                  
                  500,000
                  
                  
                  
                  500
                  
                  
                  
                  17,521
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  18,021Fair
      value of vested options issued to employees
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  770,759
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  770,759Fair
      value of vested options issued to consultants
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  14,661
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  14,661Change
      in fair value of re priced employee options
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,381
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,381Beneficial
      conversion feature on convertible debt
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  929,473
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  929,473Equity
      based compensation issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  862,789
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  862,789Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (7,099,072
                  )
                  
                  
                  (7,099,072
                  )Balance,
      March 31, 2010
                  
                  $
                  500,000
                  
                  
                  
                  347,967,310
                  
                  
                  $
                  347,967
                  
                  
                  $
                  46,234,287
                  
                  
                  
                  14,000,000
                  
                  
                  $
                  3,500,000
                  
                  
                  $
                  (56,784,072
                  )
                  
                  $
                  (6,201,818
                  )





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


F-7





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


CONSOLIDATED
STATEMENT OF CASH FLOWS


YEARS
ENDED MARCH 31, 2010 AND 2009





2010
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (7,099,072
                )
                
                $
                (36,014,372
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                
                
                937,781
                
                
                
                938,138Common
      stock issued for services rendered
                
                
                711,970
                
                
                
                2,369,797Beneficial
      conversion features in connection with the issuance of convertible
      debentures
                
                
                409,114
                
                
                
                1,206,895Fair
      value of vested options issued for services rendered
                
                
                785,420
                
                
                
                785,425Change
      in fair value of warrant and reset liabilities
                
                
                686,613
                
                
                
                -Change
      in fair value of re-priced employee vested options
                
                
                9,381
                
                
                
                -Amortization
      of financing costs
                
                
                67,962
                
                
                
                233,134Amortization
      of deferred compensation
                
                
                862,789
                
                
                
                456,614Impairment
      of goodwill
                
                
                -
                
                
                
                27,233,173(Increase)
      decrease in:Accounts
      receivable
                
                
                -
                
                
                
                601,102Unbilled
      revenue
                
                
                -
                
                
                
                294,675Deferred
      costs
                
                
                2,493
                
                
                
                67,579Employee
      advances
                
                
                150
                
                
                
                12,200Due
      from related party
                
                
                -
                
                
                
                147,600Other
      assets
                
                
                64,526
                
                
                
                (45,584
                )Increase
      (decrease) in:Accounts
      payable and accrued liabilities
                
                
                1,431,324
                
                
                
                361,408Deferred
      revenue
                
                
                (28,415
                )
                
                
                (696,404
                )Net
      cash used in operating activities:
                
                
                (1,157,964
                )
                
                
                (2,048,620
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Net
      cash provided by (used in) investing activities:
                
                
                -
                
                
                
                -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from advances
                
                
                -
                
                
                
                999,561Proceeds
      from preferred stock subscription
                
                
                -
                
                
                
                500,000Proceeds
      from issuance of convertible debt, net
                
                
                1,230,970
                
                
                
                275,000Proceeds
      from notes payable
                
                
                -
                
                
                
                200,000Repayments
      of notes payable, related party
                
                
                -
                
                
                
                (2,423
                )Proceeds
      (repayments) of related party advances, net
                
                
                (99,437
                )
                
                
                (28,088
                )Net
      cash provided by financing activities
                
                
                1,131,533
                
                
                
                1,944,050Net
      decrease in cash and cash equivalents
                
                
                (26,431
                )
                
                
                (104,570
                )Cash
      and cash equivalents-beginning of period
                
                
                75,259
                
                
                
                179,829Cash
      and cash equivalents-end of period
                
                $
                48,828
                
                
                $
                75,259SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCash
      paid during the period for:Interest
                
                $
                -
                
                
                $
                -Income
      taxes
                
                $
                -
                
                
                $
                -Common
      stock issued for services rendered
                
                $
                711,970
                
                
                $
                2,369,797Beneficial
      conversion feature attributable to convertible debentures
                
                $
                409,114
                
                
                $
                1,206,895Fair
      value of vested options issued for services rendered
                
                $
                785,420
                
                
                $
                785,425Common
      stock issued for in settlement of outstanding payables
                
                $
                377,618
                
                
                $
                -Fair
      value of warrants issued in connection with debt
                
                $
                -
                
                
                $
                101,183Convertible
      debt issued in exchange for accrued compensation
                
                $
                754,473
                
                
                $
                -


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


F-8





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





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





Global
Investor Services, Inc. (the "Company") was 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. and on October 1, 2008 to
Global Investor Services, Inc. The Company currently markets directly and
through its marketing partners as well as online, certain investor products and
services which provide financial and educational information to its prospective
customers and to its subscribers. During the year ended March 31, 2008, the
Company transitioned from a development stage enterprise to an
operating company. While the Company has generated revenues from its
sale of products, the Company has incurred expenses, and sustained losses.
Consequently, its operations are subject to all risks inherent in the
establishment of a new business enterprise. As of March 31, 2010, the Company
has accumulated losses of $56,784,072.





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





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





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





Use of
Estimates





The
preparation of unaudited condensed consolidated 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.


F-9





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Revenue
Recognition





For
revenue from product sales and services, the Company recognizes revenue in
accordance with Accounting Standards Codification subtopic 605-10, Revenue
Recognition (“ASC 605-10”) which 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. ASC 605-10
incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element
Arraignments (“ASC 605-25”). ASC 605-25 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 605-25 on the Company's
financial position and results of operations was not significant.





Revenue
arises from subscriptions to the websites/software, workshops, online workshops
and training and coaching/counseling services where the payments are received
before the service has been rendered. Beginning January 1, 2009, the
company changed its marketing strategy such that the company no longer collects
revenues in advance of rendering services.  Instead, for all new customers,
a monthly subscription fee is received for access to the online training and
courses and website/data during a given month.  As all the products and
services are delivered during the month, the revenues are recognized in the
month it is delivered.   All revenues collected in prior periods from
the legacy marketing strategy are deferred and recognized as per the existing
revenue recognition policy. Additionally, any revenues from services such as
coaching/counseling that are sold in advance of delivery will be deferred using
the existing revenue recognition policy. Thus we have two distinct revenue
models that were used during FY 2009 and revenue under either model will be
recognized under its appropriate model. The company reserves the option to
operate under either model as the business environment dictates.





We
sell our products separately and in various bundles that contain multiple
deliverables that include website/data subscriptions, educational workshops,
online workshops and training, one-on-one coaching and counseling sessions,
along with other products and services. In accordance with ASC 605-25, sales
arrangements with multiple deliverables are divided into separate units of
accounting if the deliverables in the arrangement meet the following criteria:
(i) the product has value to the customer on a standalone basis; (ii) there is
objective and reliable evidence of the fair value of undelivered items; and
(iii) delivery or performances of any undelivered item is probable and
substantially in our control. The fair value of each separate element is
generally determined by prices charged when sold separately. In certain
arrangements, we offer these products bundled together.  If there is any
discount from the combined fair value of the individual elements, the discount
is allocated to the portion of the revenues that is attributed to the online
courses and training. As per ASC 605-25, if fair value of all undelivered
elements in an arrangement exists, but fair value does not exist for a delivered
element, then revenue is recognized using the residual method. Under the
residual method, the fair value of undelivered elements is deferred and the
remaining portion of the arrangement fee (after allocation of 100 percent of any
discount to the delivered item) is recognized as revenue.  The deferral
policy for each of the different types of revenues is summarized as
follows:


F-10





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Revenue Recognition
(continued)





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





As of
March 31, 2010 and 2009, the Company’s deferred revenue was $79,633 and
$108,048, respectively





Property and
Equipment





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





Office
      equipment
                  
                  5
      yearsSoftware
                  
                  3 to 7 years





Advertising
Costs





The
Company expenses advertising costs as incurred. Advertising expense was $126,670
and $5,035 for the years ended March 31, 2010 and 2009,
respectively.





Research and
Development





The
Company accounts for research and development costs in accordance with the
Accounting Standards Codification subtopic 730-10, Research and Development
(“ASC 730-10”). Under ASC 730-10, all research and development costs must be
charged to expense as incurred. Accordingly, internal research and development
costs are expensed as incurred. Third-party research and developments costs are
expensed when the contracted work has been performed or as milestone results
have been achieved. Company-sponsored research and development costs related to
both present and future products are expensed in the period incurred. For the
years ended March 31, 2010 and 2009, 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.


F-11





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Intangible Assets and
Goodwill





The
Company accounts for acquisitions in accordance with the provisions of ASC
805-10.  The Company assigns to all identifiable assets acquired
(including intangible assets), and to all identifiable liabilities assumed, a
portion of the cost of the acquired company equal to the estimated fair value of
such assets and liabilities at the date of acquisition. The Company records the
excess of the cost of the acquired company over the sum of the amounts assigned
to identifiable assets acquired less liabilities assumed, if any, as
goodwill.





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





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





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





The
Company accounts for and reports acquired goodwill and other intangible assets
under Accounting Standards Codification subtopic 350-10, Intangibles, Goodwill
and Other (“ASC 350-10”). In accordance with ASC 350-10, the Company tests its
intangible assets for impairment on an annual basis and when there is reason to
suspect that their values have been diminished or impaired. Any write-downs will
be included in results from operations.





Total
identifiable intangible assets acquired in the acquisition of ITT and Razor and
their carrying values at March 31, 2010 are:





Gross Carrying
                      Amount
                    
                    
                    Accumulated
                      Amortization
                    
                    
                    Net
                    
                    
                    Residual
                      Value
                    
                    
                    Weighted average
                      Amortization Period
                      (Years)Amortized
      Identifiable intangible assets:Customer/subscriber
      lists-Razor
                    
                    $
                    499,747
                    
                    
                    $
                    (367,869
                    )
                    
                    $
                    131,878
                    
                    
                    $
                    -0-
                    
                    
                    
                    3Software
      license-Razor
                    
                    
                    1,244,000
                    
                    
                    
                    (457,861
                    )
                    
                    
                    786,139
                    
                    
                    
                    -0-
                    
                    
                    
                    6Software
      ITT
                    
                    
                    1,676,000
                    
                    
                    
                    (1,233,722
                    )
                    
                    
                    442,278
                    
                    
                    
                    -0-
                    
                    
                    
                    3Unamortized
      Identifiable Assets
                    
                    NONETotal
                    
                    $
                    3,419,747
                    
                    
                    $
                    (2,059,452
                    )
                    
                    $
                    1,360,295
                    
                    
                    $
                    -0-


F-12





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Total
amortization expense charged to operations for each of the years ended March 31,
2010 and 2009 was $932,583. Estimated amortization expense is as
follows:




Year
      ended March 31,2011
                    
                    $
                    781,4882012
                    
                    
                    207,3332013
                    
                    
                    207,3332014
                    
                    
                    164,1412015 and after
                    
                    
                    -Total
                    
                    $
                    1,360,295





The
Company does not amortize goodwill. The Company recorded goodwill in the amount
of $27,233,173 as a result of the acquisition of Razor Data & IT during
the year ended March 31, 2008.





During
the year ended March 31, 2009 the Company management performed an evaluation of
its goodwill for purposes of determining the implied fair value of the assets at
March 31, 2009. The test indicated that the recorded remaining book value of its
goodwill exceeded its fair value for the year ended March 31,
2009.  As a result, upon completion of the assessment, management
recorded a non-cash impairment charge of $27,233,173, net of tax, or $0.11 per
share during the year ended March 31, 2009 to reduce the carrying value of the
goodwill to $0. Considerable management judgment is necessary to estimate the
fair value.  Accordingly, actual results could vary significantly from
management’s estimates.





Impairment of long lived
assets





The
Company has adopted Accounting Standards Codification subtopic 360-10, Property,
Plant and Equipment (“ASC 360-10”). ASC 360-10 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. ASC 360-10 also
requires assets to be disposed of is reported at the lower of the carrying
amount or the fair value less costs to sell.





Fair value of financial
instruments





Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of March 31, 2010 and 2009. 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.


F-13





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





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. There were no trade
receivables as of March 31, 2010 and 2009.





Website Development
Costs





The
Company recognizes website development costs in accordance with Accounting
Standards Codification subtopic 350-50, Website Development Costs ("ASC
350-50”). As such, the Company expenses all costs incurred that relate to the
planning and post implementation phases of development of its website. Direct
costs incurred in the development phase are capitalized and recognized over the
estimated useful life. Costs associated with repair or maintenance for the
website are included in cost of net revenues in the current period expenses.
During the years ended March 31, 2010 and 2009, the Company did not capitalize
any costs associated with the website development.





Software Development
Costs





The
Company accounts for software development costs intended for sale in accordance
with Accounting Standards Codification subtopic 985-20, Cost of Software to be
Sold, Leased or Marketed (“ASC 985-20”). ASC 985-20 requires product development
costs to be charged to expense as incurred until technological feasibility is
attained and all other research and development activities for the hardware
components of the product have been completed. Technological feasibility is
attained when the planning, design and testing phase related to the development
of the Company’s software has been completed and the software has been
determined viable for its intended use, which typically occurs when beta testing
commences.





Stock-Based
Compensation





The
Company has adopted Accounting Standards Codification subtopic 718-10,
Compensation-Stock Compensation (“ASC 718-10”) 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 an Employee Stock Purchase Plan based on the estimated fair
values.




The
company adopted ASC 718-10 using the modified prospective transition method,
which required the application of the accounting standard as of January 1, 2006.
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 ASC 718-10. Stock based compensation expense
recognized under ASC 718-10 for the year ended March 31, 2007 was
$1,440,776.





For the
years ended March 31, 2010 and 2009, the Company granted an aggregate of
8,500,000 and -0- stock options to employees, respectively. The fair value of
options granted in previous years vesting during the years ended March 31, 2010
and 2009 of $794,801 and $785,425 respectively was recorded as a current
period charge to earnings.


F-14





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Segment
Information





Accounting
Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”)
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. ASC 280-10
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.





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.





Comprehensive Income
(Loss)





The
Company adopted Accounting Standards Codification subtopic 220-10, Comprehensive
Income (“ASC 220-10”). ASC 220-10 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. ASC 220-10 requires other comprehensive
income (loss) to include foreign currency translation adjustments and unrealized
gains and losses on available for sale securities.





Income
Taxes





The
Company has adopted Accounting Standards Codification subtopic 740-10, Income
Taxes (“ASC 740-10”) 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 basis 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. The
adoption of ASC 740-10 did not have a material impact on the Company’s
consolidated results of operations or financial condition.





Net Loss per
Share





The
Company has adopted Accounting Standards Codification subtopic 260-10, Earnings
Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure
requirements of earnings per share information. Basic loss per share has been
calculated based upon the weighted average number of common shares outstanding.
Convertible debt, stock options and warrants have been excluded as common stock
equivalents in the diluted loss per share because there effect is anti-dilutive
on the computation.


F-15





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Reliance on Key Personnel
and Consultants




The
Company has only 24 full-time employees and no part-time
employees.  Additionally, there are approximately 6 consultants
performing various specialized services.  The Company is heavily
dependent on the continued active participation of these current executive
officers, employees and key consultants. The loss of any of the senior
management or key consultants could significantly and negatively impact the
business until adequate replacements can be identified and put in
place.




Recent accounting
pronouncements




In June
2009, the FASB issued new accounting guidance under ASC Topic 810 on
Consolidation to improve financial reporting by enterprises involved with
variable interest entities and to provide more relevant and reliable information
to users of financial statements. The guidance is effective as of the beginning
of each reporting entity’s first annual reporting period that begins after
November 15, 2009, for interim periods within that first annual reporting
period, and for interim and annual periods thereafter. Earlier adoption is
prohibited. The adoption of the guidance did not have a material impact on the
Company’s consolidated financial statements.




In
January 2010 the FASB issued Update No. 2010-06 “Fair Value Measurements and
Disclosures—Improving Disclosures about Fair Value Measurements” (“2010-06”).
2010-06 requires new disclosures regarding significant transfers between Level 1
and Level 2 fair value measurements, and disclosures regarding purchases, sales,
issuances and settlements, on a gross basis, for Level 3 fair value
measurements. 2010-06 also calls for further disaggregation of all assets and
liabilities based on line items shown in the statement of financial position.
This amendment is effective for fiscal years beginning after December 15, 2010
and interim periods within those fiscal years. The Company is currently
evaluating whether adoption of this standard will have a material impact on its
financial position, results of operations or cash flows.




In
January 2010 the FASB issued Update No. 2010-05 “Compensation—Stock
Compensation—Escrowed Share Arrangements and Presumption of Compensation”
(“2010-05”). 2010-05 re-asserts that the Staff of the Securities Exchange
Commission (the “SEC Staff”) has stated the presumption that for certain
shareholders escrowed share represent a compensatory arrangement. 2010-05
further clarifies the criteria required to be met to establish a position
different from the SEC Staff’s position. The Company does not believe this
pronouncement will have any material impact on its financial position, results
of operations or cash flows.




In
January 2010 the FASB issued Update No. 2010-04 “Accounting for Various
Topics—Technical Corrections to SEC Paragraphs” (“2010-04”). 2010-04 represents
technical corrections to SEC paragraphs within various sections of the
Codification. Management is currently evaluating whether these changes will have
any material impact on its financial position, results of operations or cash
flows.




In
January 2010 the FASB issued Update No. 2010-02 “Accounting and Reporting for
Decreases in Ownership of a Subsidiary—a Scope Clarification” (“2010-02”) an
update of ASC 810 “Consolidation.” 2010-02 clarifies the scope of ASC 810 with
respect to decreases in ownership in a subsidiary to those of a subsidiary or
group of assets that are a business or nonprofit, a subsidiary that is
transferred to an equity method investee or joint venture, and an exchange of a
group of assets that constitutes a business or nonprofit activity to a
non-controlling interest including an equity method investee or a joint venture.
Management, does not expect adoption of this standard to have any material
impact on its financial position, results of operations or operating cash flows.
Management does not intend to decrease its ownership in any of its wholly-owned
subsidiaries.


F-16





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent Accounting
Pronouncements (continued)




In
January 2010 the FASB issued Update No. 2010-01 “Accounting for Distributions to
Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging
Issues Task Force” (“2010-03”) an update of ASC 505 “Equity.” 2010-03 clarifies
the treatment of stock distributions as dividends to shareholders and their
affect on the computation of earnings per shares. Management does not expect
adoption of this standard to have any material impact on its financial position,
results of operations or operating cash flows.




In
January 2010, the FASB issued new accounting guidance, under ASC Topic 820 on
Fair Value Measurements and Disclosures. The guidance requires some new
disclosures and clarifies some existing disclosure requirements about fair value
measurement. The guidance requires a reporting entity to use judgment in
determining the appropriate classes of assets and liabilities and to provide
disclosures about the valuation techniques and inputs used to measure fair value
for both recurring and nonrecurring fair value measurements. The guidance is
effective for interim and annual reporting periods beginning after December 15,
2009. As this standard relates to disclosures, the adoption did not have a
material impact on the Company’s condensed consolidated financial
statements.





In
February 2010 the FASB issued Update No. 2010-09 “Subsequent Events (Topic 855)”
(“2010-09”). 2010-09 clarifies the interaction of Accounting Standards
Codification 855 “Subsequent Events” (“Topic 855”) with guidance issued by the
Securities and Exchange Commission (the “SEC”) as well as the intended breadth
of the reissuance disclosure provision related to subsequent events found in
paragraph 855-10-50-4 in Topic 855. This update is effective for annual or
interim periods ending after June 15, 2010. Management is currently evaluating
whether these changes will have any material impact on its financial position,
results of operations or cash flows.




In
February 2010 the FASB issued Update No. 2010-08 “Technical Corrections to
Various Topics” (“2010-08”). 2010-08 represents technical corrections to SEC
paragraphs within various sections of the Codification. Management is currently
evaluating whether these changes will have any material impact on its financial
position, results of operations or cash flows.




In March
2010, the FASB issued new accounting guidance, under ASC Topic 605 on Revenue
Recognition. This standard provides that the milestone method is a valid
application of the proportional performance model for revenue recognition if the
milestones are substantive and there is substantive uncertainty about whether
the milestones will be achieved. Determining whether a milestone is substantive
requires judgment that should be made at the inception of the arrangement. To
meet the definition of a substantive milestone, the consideration earned by
achieving the milestone (1) would have to be commensurate with either the level
of effort required to achieve the milestone or the enhancement in the value of
the item delivered, (2) would have to relate solely to past performance, and (3)
should be reasonable relative to all deliverables and payment terms in the
arrangement. No bifurcation of an individual milestone is allowed and there can
be more than one milestone in an arrangement. The standard is effective for
interim and annual periods beginning on or after June 15, 2010. The Company is
currently evaluating the impact the adoption of this guidance will have on its
condensed consolidated financial statements.





2. GOING CONCERN
MATTERS





The
Company’s consolidated 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 $56,784,072 at March 31, 2010 which raises substantial
doubt about the Company’s ability to continue as a going concern. The
accompanying consolidated 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.


F-17





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





2. GOING CONCERN MATTERS
(continued)





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.





3. PROPERTY AND
EQUIPMENT





The
Company’s property and equipment at March 31, 2010 and 2009 consist of the
following:




2010
                  
                  
                  2009Software
                  
                  $
                  2,920,000
                  
                  
                  $
                  2,920,000Computer
      equipment
                  
                  
                  4,211
                  
                  
                  
                  4,211Office
      equipment
                  
                  
                  23,568
                  
                  
                  
                  23,5682,947,779
                  
                  
                  
                  2,947,779Less
      accumulated depreciation
                  
                  
                  (1,711,954
                  )
                  
                  
                  (940,754
                  )$
                  1,235,825
                  
                  
                  $
                  2,007,025





Depreciation
expense charged to operations amounted to $771,200 and $771,556 for the years
ended March 31, 2010 and 2009, respectively.





4. CUSTOMERS LIST





The
Company’s customers list at March 31, 2010 and 2009 consist of the
following:





2010
                    
                    
                    2009Customers
      list
                    
                    $
                    499,747
                    
                    
                    $
                    499,747Less
      accumulated amortization
                    
                    
                    (367,869
                    )
                    
                    
                    (201,287
                    )$
                    131,878
                    
                    
                    $
                    298,460





The
Company recorded amortization expense for each of the years ended March 31, 2010
and 2009 of $166,582.


F-18





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





5. ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES





Accounts
payable and accrued liabilities consisted of the following at March 31, 2010 and
2009:




2010
                    
                    
                    2009Accounts
      payable
                    
                    $
                    989,471
                    
                    
                    $
                    682,808Accrued
      consulting payable
                    
                    
                    24,500
                    
                    
                    
                    10,949Accrued
      interest payable
                    
                    
                    615,483
                    
                    
                    
                    352,151Accrued
      payroll taxes
                    
                    
                    11,477
                    
                    
                    
                    8,555Accrued
      salaries and wages
                    
                    
                    177,924
                    
                    
                    
                    416,222$
                    1,818,855
                    
                    
                    $
                    1,470,685





6.
ADVANCES





The
Company received advances of $239,562 on July 7, 2008, $310,000 on September 4,
2008 and $450,000 on November 3, 2008 to finance future marketing activities.
The advances are payable at 120% from each marketing event of the Company with
the proceeds or if proceeds are insufficient, from other marketing events or
revenues of the Company each at six months from the date of the advance. In the
event the Company does not pay off the advances by January 9, 2009 and February
4, 2009; the remaining balance is converted to a six month, interest free
secured convertible notes. The notes are convertible into the Company’s common
stock at $0.10 per share and are secured by 12,000,000 shares of the Company’s
common stock.





The
financing costs of $199,912 are amortized ratably over a six month term. During
the year ended March 31, 2010, the Company had charged to current period
operations $5,910 as amortization of financing costs





On March
31, 2009, the Company issued a convertible note of $1,000,000 as payment of the
above advances. The convertible note is due on July 31, 2011 with interest at
20% per annum, due at maturity. The note is convertible at $0.08, unsecured.
(See note 8 below).





7. NOTES PAYABLE





A summary
of notes payable at March 31, 2010 and 2009 are as follows:





Convertible Promissory
Note





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





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


F-19





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





7. NOTES PAYABLE
(continued)





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




On March
31, 2010, the Company amended the outstanding promissory note to extend the due
date to March 31, 2012 with a reduction in conversion rate from $0.11 to $0.05
per share or the higher of $0.05 or 67.5 % of the average closing price for the
20 trading days prior to a conversion. As an inducement to extend the promissory
note, the Company issued 500,000 of its common stock (see Note 8
below).





Promissory Note
Payable





On
January 20, 2009, the Company received $200,000 in exchange for a promissory
note payable, due July 20, 2009 with interest due monthly at 20% per annum. The
note is secured by common stock and is personally guaranteed by certain officers
of the Company. The note contains certain first right of payment should the
Company be successful in raising $500,000 to $1,500,000 in a Private Placement
Offering before any payments can be distributed from the escrow. (Note in
default)





In
connection with the issuance of the promissory note payable, the Company issued
warrants to purchase its common stock at $0.01 per share for five years. The
fair value of the warrants of $101,183 is amortized ratably of the term of the
promissory note. During the nine month period ended December 31, 2009, the
Company had charged to current period operations $62,052 as amortization of
financing costs. The fair value of the warrants were determined using the Black
Scholes Option Pricing Model based on the following assumptions: Dividend yield:
-0-%; Volatility: 138.87%; Risk free rate: 1.48%; Term: 5 years.





At March
31, 2010 and 2009, balances consist of the following:




2010
                  
                  
                  2009Convertible
      promissory note (see Note 8 below)
                  
                  $
                  -
                  
                  
                  $
                  182,085Note
      payable to related party
                  
                  
                  200,000
                  
                  
                  
                  200,000200,000
                  
                  
                  
                  382,085Less:
      current portion
                  
                  
                  (200,000
                  )
                  
                  
                  (382,085
                  )Long-term
      debt
                  
                  $
                  -
                  
                  
                  $
                  -


F-20





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





8. CONVERTIBLE NOTES





During
the year ended March 31, 2010, the Company issued an aggregate of 3,707,770
shares of common stock in exchange for convertible notes totaling $333,333 and
accrued interest.





Convertible Note
#1





In May
2007, the Company received $50,000 in exchange for a Convertible Note (Note)
that matured on August 31, 2007. The Note bears an interest rate of 18% and is
convertible into the Company's common stock at the greater of $0.25 per share or
67.5% of the average 10 previous trade days prior to conversion. (Note in
default.)





Convertible Note
#2





In May
2007, the Company received $50,000 in exchange for a Convertible Note (Note)
that matured on August 31, 2007. The Note bears an interest rate of 18% and is
convertible into the Company's common stock at the greater of $0.25 per share or
67.5% of the average 10 previous trade days prior to conversion. (Note in
default)





Convertible Note
#3





In May
2007, the Company received $100,000 in exchange for a Convertible Note (Note)
that originally matured on August 31, 2007. The Note bears an interest rate of
18%. The Company reached a settlement to issue common stock by no later than
December 8, 2008 at the average price back 90 days. Subsequent to the
conversion, the Company agreed to issue additional shares should the average
price per share be lower in the subsequent 90 days. (Note in
default)





Convertible Note
#4





In
January 2008, the Company received $50,000 in exchange for a Convertible Note
(“Note”) that matures in March 31, 2008. The Note bears interest at a rate of
10% and will be convertible into 333,333 shares of the Company’s common stock,
at a conversion rate of $.15 per share. Interest will also be converted into
common stock at a conversion rate of $.25 per share.





In
accordance with Accounting Standards Codification subtopic 470-20, Debt With
Conversions and Other Options (“ASC 470-20”), the Company recognized an imbedded
beneficial conversion feature present in Convertible Note #4. The Company
allocated a portion of the proceeds equal to the intrinsic value of that feature
to additional paid-in capital. The Company recognized and measured an aggregate
of $20,000 of the proceeds, which is equal to the intrinsic value of the
imbedded beneficial conversion feature, to additional paid-in capital and a
discount against the Convertible Note. The debt discount attributed to the
beneficial conversion feature is charged to current period operations as
interest expense





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





During
the year ended March 31, 2009, $25,000 of the Convertible Note was converted to
common stock and during the year ended March 31, 2010, the Company paid $3,030
as principal payment leaving a remaining balance of $21,970. (Note in
default).


F-21





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





8. CONVERTIBLE NOTES
(continued)





Convertible Note
#5





In May
2008, the Company received $50,000 in exchange for a Convertible Note (“Note”)
that matures in May 2011. The Note bears interest at a rate of 10% and will be
convertible into 333,333 shares of the Company’s common stock, at a conversion
rate of $.15 per share. Interest will also be converted into common stock at the
conversion rate of $.15 per share.





In
accordance with ASC 470-20, the Company recognized an imbedded beneficial
conversion feature present in Convertible Note #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
$32,333 of the proceeds, which is equal to the intrinsic value of the imbedded
beneficial conversion feature, to additional paid-in capital and a discount
against the Convertible Note.





In
connection with the issuance of the convertible note, the Company issued 100,000
shares of common stock. The common stock was valued at the date of the related
convertible note.





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





For the
year ended March 31, 2010 and 2009, the Company amortized $10,778 and $9,715 to
current period operations as interest expense, respectively.





Convertible Notes
#6





In May
2008, the Company received $250,000 and the cancellation of an existing
convertible note of $100,000 in exchange for a Convertible Notes (“Notes”) that
matures in May 2011. The Notes bears interest at a rate of 10% and will be
convertible into 2,333,333 shares of the Company’s common stock, at a conversion
rate of $.15 per share. Interest will also be converted into common stock at the
conversion rate of $.15 per share.





In
accordance with ASC 470-20, the Company recognized an imbedded beneficial
conversion feature present in Convertible Notes #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
$108,182 of the proceeds, which is equal to the intrinsic value of the imbedded
beneficial conversion feature, to additional paid-in capital and a discount
against the Convertible Note.





In
connection with the issuance of the convertible note, the Company issued 700,000
shares of common stock. The common stock was valued at the date of the related
convertible note.





The total
debt discount attributed to the beneficial conversion feature of $108,182 is
charged operations ratably over the note term as interest expense.





For the
year ended March 31, 2010 and 2009, the Company amortized $36,061 and $32,504 to
current period operations as interest expense,
respectively.


F-22





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





8. CONVERTIBLE NOTES
(continued)





Convertible Note
#7





In March
2009, the Company issued a $125,000 Convertible Note that matures in May 2011 in
exchange for a Convertible Note previously matured. The Note bears interest at a
rate of 10% and will be convertible into 1,250,000 shares of the Company’s
common stock, at a conversion rate of $.10 per share. Interest will also be
converted into common stock at the conversion rate of $.10 per share. In
connection with the issuance of the Convertible Note, the Company will issue
500,000 shares of its common stock.





In
accordance with ASC 470-20, the Company recognized an imbedded beneficial
conversion feature present in Convertible Note #7. The Company allocated a
portion of the proceeds equal to the intrinsic value of that feature to
additional paid-in capital. The Company recognized and measured an aggregate of
$27,344 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 total
debt discount attributed to the beneficial conversion feature of $27,344 is
charged operations ratably over the note term as interest expense.





For the
March 31, 2010 and 2009, the Company amortized $13,115 and $36 to current period
operations as interest expense, respectively.





Convertible Note
#8





In March
2009, the Company issued a $50,000 Convertible Note that matures in May 2011 in
exchange for a Convertible Note previously matured. The Note bears interest at a
rate of 10% and will be convertible into 500,000 shares of the Company’s common
stock, at a conversion rate of $.10 per share. Interest will also be converted
into common stock at the conversion rate of $.10 per share. In connection with
the issuance of the Convertible Note, the Company will issue 200,000 shares of
its common stock.





In
accordance with ASC 470-20, the Company recognized an imbedded beneficial
conversion feature present in Convertible Note #8. The Company allocated a
portion of the proceeds equal to the intrinsic value of that feature to
additional paid-in capital. The Company recognized and measured an aggregate of
$10,938 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 total
debt discount attributed to the beneficial conversion feature of $10,938 is
charged operations ratably over the note term as interest expense.





For the
March 31, 2010 and 2009, the Company amortized $5,239 and $29 to current period
operations as interest expense, respectively.





Convertible Note
#9





In March
2009, the Company issued a $150,000 Convertible Note that matures in May 2011 in
exchange for a Convertible Note previously matured. The Note bears interest at a
rate of 10% and will be convertible into 1,500,000 shares of the Company’s
common stock, at a conversion rate of $.10 per share. Interest will also be
converted into common stock at the conversion rate of $.10 per share. In
connection with the issuance of the Convertible Note, the Company will issue
600,000 shares of its common stock.


F-23





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





8. CONVERTIBLE NOTES
(continued)





Convertible Note #9
(continued)





In
accordance with ASC 470-20, the Company recognized an imbedded beneficial
conversion feature present in Convertible Note #9. The Company allocated a
portion of the proceeds equal to the intrinsic value of that feature to
additional paid-in capital. The Company recognized and measured an aggregate of
$32,813 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 total
debt discount attributed to the beneficial conversion feature of $32,813 is
charged operations ratably over the note term as interest expense.





For the
March 31, 2010 and 2009, the Company amortized $15,738 and $43 to current period
operations as interest expense, respectively.




Convertible Note
#10





In March
2009, the Company issued a $200,000 Convertible Note that matures in May 2011 in
exchange for a Convertible Note previously matured. The Note bears interest at a
rate of 10% and will be convertible into 2,000,000 shares of the Company’s
common stock, at a conversion rate of $.10 per share. Interest will also be
converted into common stock at the conversion rate of $.10 per share. In
connection with the issuance of the Convertible Note, the Company will issue
800,000 shares of its common stock.





In
accordance with ASC 470-20, the Company recognized an imbedded beneficial
conversion feature present in Convertible Note #10. 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
$43,750 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 total
debt discount attributed to the beneficial conversion feature of $43,750 is
charged operations ratably over the note term as interest expense.





For the
March 31, 2010 and 2009, the Company amortized $20,983 and $57 to current period
operations as interest expense, respectively.





Convertible Note
#11





In March
2009, the Company issued a $50,000 Convertible Note that matures in May 2011 in
exchange for a Convertible Note previously matured. The Note bears interest at a
rate of 10% and will be convertible into 500,000 shares of the Company’s common
stock, at a conversion rate of $.10 per share. Interest will also be converted
into common stock at the conversion rate of $.10 per share. In connection with
the issuance of the Convertible Note, the Company will issue 200,000 shares of
its common stock.





In
accordance with ASC 470-20, the Company recognized an imbedded beneficial
conversion feature present in Convertible Note #11. 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
$10,938 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.


F-24





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





8. CONVERTIBLE NOTES
(continued)





Convertible Note #11
(continued)





The total
debt discount attributed to the beneficial conversion feature of $10,938 is
charged operations ratably over the note term as interest expense.





For the
March 31, 2010 and 2009, the Company amortized $5,246 and $14 to current period
operations as interest expense, respectively.





Convertible Note
#12





In March
2009, the Company issued a $50,000 Convertible Note that matures in May 2011 in
exchange for a Convertible Note previously matured. The Note bears interest at a
rate of 10% and will be convertible into 500,000 shares of the Company’s common
stock, at a conversion rate of $.10 per share. Interest will also be converted
into common stock at the conversion rate of $.10 per share. In connection with
the issuance of the Convertible Note, the Company will issue 200,000 shares of
its common stock.





In
accordance with ASC 470-20, the Company recognized an imbedded beneficial
conversion feature present in Convertible Note #12. 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
$10,938 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 total
debt discount attributed to the beneficial conversion feature of $10,938 is
charged operations ratably over the note term as interest expense.





For the
March 31, 2010 and 2009, the Company amortized $5,246 and $14 to current period
operations as interest expense, respectively.





Convertible Note
#13





In March
2009, the Company issued a $25,000 Convertible Note that matures in May 2011 in
exchange for a Convertible Note previously matured. The Note bears interest at a
rate of 10% and will be convertible into 250,000 shares of the Company’s common
stock, at a conversion rate of $.10 per share. Interest will also be converted
into common stock at the conversion rate of $.10 per share. In connection with
the issuance of the Convertible Note, the Company will issue 100,000 shares of
its common stock.





In
accordance with ASC 470-20, the Company recognized an imbedded beneficial
conversion feature present in Convertible Note #13. 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
$5,469 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 total
debt discount attributed to the beneficial conversion feature of $5,469 is
charged operations ratably over the note term as interest expense.





For the
March 31, 2010 and 2009, the Company amortized $2,623 and $7 to current period
operations as interest expense, respectively.




F-25




GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





8. CONVERTIBLE NOTES
(continued)





Convertible Note
#14





In March
2009, the Company issued a $250,000 Convertible Note that matures in May 2011 in
exchange for a Convertible Note previously matured. The Note bears interest at a
rate of 10% and will be convertible into 3,846,154 shares of the Company’s
common stock, at a conversion rate of $.065 per share. Interest will also be
converted into common stock at the conversion rate of $.065 per share. In
connection with the issuance of the Convertible Note, the Company will issue
1,000,000 shares of its common stock.





In
accordance with ASC 470-20, the Company recognized an imbedded beneficial
conversion feature present in Convertible Note #14. 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
$128,606 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 total
debt discount attributed to the beneficial conversion feature of $128,606 is
charged operations ratably over the note term as interest expense.





For the
March 31, 2010 and 2009, the Company amortized $61,281 and $839 to current
period operations as interest expense, respectively.





Convertible Note
#15





In March
2009, the Company issued a $60,000 Convertible Note that matures in May 2011 in
exchange for outstanding accounts payable. The Note bears interest at a rate of
10% and will be convertible into 600,000 of the Company’s common stock, at a
conversion rate of $.10 per share. Interest will also be converted into common
stock at the conversion rate of $.10 per share.





Convertible Note
#16





In March
2009, the Company issued a $1,000,000 Convertible Note that matures in July 2011
in exchange for outstanding advances for marketing (See Note 6 above). The Note
bears interest at a rate of 20% and will be convertible into 12,500,000 of the
Company’s common stock, at a conversion rate of $.08 per share. Interest will
also be converted into common stock at the conversion rate of $.08 per
share.





Convertible Promissory Notes
(related party)


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


F-26





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





8. CONVERTIBLE NOTES
(continued)





Convertible Promissory Notes
(related party) (continued)





In
accordance with ASC 470-20, the Company recognized an imbedded beneficial
conversion feature present in the Convertible Promissory Notes. The Company
allocated a portion of the proceeds equal to the intrinsic value of that feature
to additional paid-in capital. The Company recognized and measured an aggregate
of $1,250,000 of the proceeds, which is equal to the intrinsic value of the
imbedded beneficial conversion feature, to additional paid-in capital and a
discount against the Convertible Note. The debt discount attributed to the
beneficial conversion feature is amortized ratably to operations as interest
expense over the term of the promissory note.





For the
year ended March 31, 2009, the Company amortized $1,041,667 to current period
operations as interest expense.





During
the year ended March 31, 2009, the Company converted $3,333,334 in related party
promissory notes and related interest into 14,300,000 shares of common
stock.  In addition, $333,333 of the outstanding related party notes
was forgiven.  The remaining balance ($1,333,333) were converted to
modified promissory note(s) due May 15, 2011, bearing an interest rate of 8% per
annum which are convertible into 13,333,333 shares of the Company’s common stock
at a rate of $0.10 per share at anytime at the Holder’s option.





During
the year ended March 31, 2010, the Company converted $333,333 of the remaining
$1,333,333 related party notes and related interest into 3,707,770 shares of
common stock.





Convertible Promissory Notes
(#17)





On July
31, 2009, the Company issued $1,029,000 in Convertible Promissory Notes
that matures July 31, 2012. The Promissory Notes bear interest at a rate of 8%
and will be convertible into 34,300,000 shares of the Company’s common stock, at
a conversion rate of $.03 per share and are subject to certain dilutive issuance
provisions. Interest will also be converted into common stock at the conversion
rate of $.003 per share. In connection with the issuance of the Convertible
Promissory Notes, the Company issued 17,150,006 warrants to purchase the
Company’s common stock at $0.050 per share over five years and is subject to
certain dilutive issuance provisions.





In
accordance with Accounting Standards Codification subtopic 815-40, Derivatives
and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”),the Company is required to
bifurcate the fair value of the reset provision from the host contract and mark
to market the reset provision each reporting period. The fair value of the reset
provision at the date of issuance, determined using the Black Scholes Option
Pricing Method, was charged as an allocated debt discount.  The fair
value was determined based on the following assumptions:





Dividend
      yield:
                  
                  
                  -0-
                  %Volatility
                  
                  
                  149.90
                  %Risk
      free rate:
                  
                  
                  1.62
                  %





In
connection with the issuance of the Convertible Promissory Notes, the Company
issued 17,150,006 warrants with certain reset provisions.  In
accordance with ASC 815-40,the Company is required to record the fair value of the warrants outside
of equity and mark to market each reporting period. The fair value of the
warrants at the date of issuance, determined using the Black Scholes Option
Pricing Method, was charged as an allocated debt discount.  The fair
value was determined based on the following assumptions:


F-27





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





8. CONVERTIBLE NOTES
(continued)





Convertible Promissory Notes
(#17) (continued)





Dividend
      yield:
                  
                  
                  -0-
                  %Volatility
                  
                  
                  149.90
                  %Risk
      free rate:
                  
                  
                  2.53
                  %





The
Company allocated proceeds based on the relative fair values of the reset
provisions of the debt and warrants, measured at an aggregate of $1,029,000, to
the warrant and debt reset provision liabilities and a discount to Convertible
Promissory Notes. Subsequent to the initial issuance date, the Company is
required to adjust to fair value the warrant and debt reset provision
liabilities as an adjustment to current period operations. (See Notes 9 and
10).





For the
year ended March 31, 2010, the Company amortized $229,084 to current period
operations as interest expense





Convertible Promissory Notes
(#18)





On
December 17, 2009, the Company issued a $30,000 Convertible Promissory Note that
matures December 17, 2012. The Promissory Notes bear interest at a rate of 8%
and will be convertible into 34,300,000 shares of the Company’s common stock, at
a conversion rate of $.03 per share and are subject to certain dilutive issuance
provisions. Interest will also be converted into common stock at the conversion
rate of $.003 per share. In connection with the issuance of the Convertible
Promissory Note, the Company issued 500,000 warrants to purchase the Company’s
common stock at $0.050 per share over five years and is subject to certain
dilutive issuance provisions.





In
accordance with Accounting Standards Codification subtopic 815-40, Derivatives
and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”),the Company is required to
bifurcate the fair value of the reset provision from the host contract and mark
to market the reset provision each reporting period. The fair value of the reset
provision at the date of issuance, determined using the Black Scholes Option
Pricing Method, was charged as an allocated debt discount.  The fair
value was determined based on the following assumptions:





Dividend
      yield:
                  
                  
                  -0-
                  %Volatility
                  
                  
                  154.99
                  %Risk
      free rate:
                  
                  
                  1.27
                  %





In
connection with the issuance of the Convertible Promissory Notes, the Company
issued 500,000 warrants with certain reset provisions.  In accordance
with ASC 815-40,the
Company is required to record the fair value of the warrants outside of equity
and mark to market each reporting period. The fair value of the warrants at the
date of issuance, determined using the Black Scholes Option Pricing Method, was
charged as an allocated debt discount.  The fair value was determined
based on the following assumptions:





Dividend
      yield:
                  
                  
                  -0-
                  %Volatility
                  
                  
                  154.99
                  %Risk
      free rate:
                  
                  
                  2.24
                  %


F-28





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





8. CONVERTIBLE NOTES
(continued)





Convertible Promissory Notes
(#18) (continued)





The
Company allocated proceeds based on the relative fair values of the reset
provisions of the debt and warrants, measured at an aggregate of $30,000, to the
warrant and debt reset provision liabilities and a discount to Convertible
Promissory Note. Subsequent to the initial issuance date, the Company is
required to adjust to fair value the warrant and debt reset provision
liabilities as an adjustment to current period operations. (See Notes 9 and
10).





For the
year ended March 31, 2010, the Company amortized $2,847 to current period
operations as interest expense.





Convertible Promissory Notes
(#19) (related party)





On March
31, 2010, the Company issued $754,473 in Convertible Promissory Notes that
matures March 31, 2013 in exchange for accrued and unpaid salaries. The
Promissory Notes bear interest at a rate of 8% and will be convertible into
25,149,100 shares of the Company’s common stock, at a conversion rate of $.03
per share. Interest will also be converted into common stock at the conversion
rate of $.003 per share. In connection with the issuance of the Convertible
Promissory Notes, the Company issued 12,574,551 warrants to purchase the
Company’s common stock at $0.050 per share over five years.





In
accordance ASC 470-20, the Company recognized an embedded beneficial conversion
feature present in the note. 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 $469,253 of the proceeds, which
is equal to the intrinsic value of the embedded beneficial conversion feature,
to additional paid-in capital and a discount against the note. The debt discount
attributed to the beneficial conversion feature is amortized over the note’s
maturity period (three years) as interest expense.




In
connection with the issuance of the promissory notes, the Company issued
detachable warrants granting the holder the right to acquire an aggregate of
12,574,551 shares of the Company’s common stock at $0.05 per share. The warrants
expire five years from the issuance. In accordance with ASC 470-20, the Company
recognized the value attributable to the warrants in the amount of $285,220 to
additional paid in capital and a discount against the note. The Company valued
the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model
and the following assumptions: contractual terms of 5 years, an average risk
free interest rate of 2.55%, a dividend yield of 0%, and volatility of 154.48%.
The debt discount attributed to the value of the warrants issued is amortized
over the note’s maturity period (three years) as interest expense.





The
Company recorded the intrinsic value of the embedded beneficial conversion
feature ($469,253) and warrants ($285,220) to debt discount, aggregating
$754,473, which will be amortized to interest expense over the term of the
Notes. Amortization of $688was recorded for year ended March 31,
2010.





Convertible Promissory Notes
(#20)





On March
31, 2010, the Company issued $175,000 in Convertible Promissory Notes that
matures March 31, 2013. The Promissory Notes bear interest at a rate of 8% and
will be convertible into 5,833,334 shares of the Company’s common stock, at a
conversion rate of $.03 per share. Interest will also be converted into common
stock at the conversion rate of $.003 per share. In connection with the issuance
of the Convertible Promissory Notes, the Company issued 2,916,668 warrants to
purchase the Company’s common stock at $0.050 per share over five
years.


F-29





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





8. CONVERTIBLE NOTES
(continued)





Convertible Promissory Notes
(#20)





In
accordance ASC 470-20, the Company recognized an embedded beneficial conversion
feature present in the note. 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 $108,843 of the proceeds, which
is equal to the intrinsic value of the embedded beneficial conversion feature,
to additional paid-in capital and a discount against the note. The debt discount
attributed to the beneficial conversion feature is amortized over the note’s
maturity period (three years) as interest expense.




In
connection with the issuance of the promissory notes, the Company issued
detachable warrants granting the holder the right to acquire an aggregate of
2,916,668 shares of the Company’s common stock at $0.05 per share. The warrants
expire five years from the issuance. In accordance with ASC 470-20, the Company
recognized the value attributable to the warrants in the amount of $66,157 to
additional paid in capital and a discount against the note. The Company valued
the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model
and the following assumptions: contractual terms of 5 years, an average risk
free interest rate of 2.55%, a dividend yield of 0%, and volatility of 154.48%.
The debt discount attributed to the value of the warrants issued is amortized
over the note’s maturity period (three years) as interest expense.





The
Company recorded the intrinsic value of the embedded beneficial conversion
feature ($108,843) and warrants ($66,157) to debt discount, aggregating
$175,000, which will be amortized to interest expense over the term of the
Notes. Amortization of $160 was recorded for year ended March 31,
2010.





Convertible Note
#21





In March
31, 2010, the Company issued a $182,085 Convertible Note that matures in May
2013 in exchange for a Convertible Note previously matured. The Note bears
interest at a rate of 8% and will be convertible into 3,641,700 shares of the
Company’s common stock, at a conversion rate of $.05 per share. Interest will
also be converted into common stock at the conversion rate of $.05 per share. In
connection with the issuance of the Convertible Note, the Company will issue
500,000 shares of its common stock.





In
accordance with ASC 470-20, the Company recognized an imbedded beneficial
conversion feature present in Convertible Note #21. 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
$18,021 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 total
debt discount attributed to the beneficial conversion feature of $18,021 is
charged operations ratably over the note term as interest expense.





For the
March 31, 2010, the Company amortized $25 to current period operations as
interest expense.


F-30





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





8. CONVERTIBLE NOTES
(continued)





At March
31, 2010 and 2009, balances consisted of the following:





2010
                      
                      
                      2009Convertible note
      #1
                      
                      
                      50,000
                      
                      
                      
                      50,000Convertible
      note #2
                      
                      
                      50,000
                      
                      
                      
                      50,000Convertible
      note #3
                      
                      
                      100,000
                      
                      
                      
                      100,000Convertible
      note #4
                      
                      
                      21,970
                      
                      
                      
                      25,000Convertible
      note #5, net of unamortized debt discount of $11,841 and $22,618,
      respectively
                      
                      
                      38,159
                      
                      
                      
                      27,382Convertible
      notes #6, net of unamortized debt discount of $39,617 and $75,678,
      respectively
                      
                      
                      310,383
                      
                      
                      
                      274,322Convertible
      note #7, net of unamortized debt discount of $14,193 and $27,308,
      respectively
                      
                      
                      110,807
                      
                      
                      
                      97,692Convertible
      note #8, net of unamortized debt discount of $5,670 and $10,909,
      respectively
                      
                      
                      44,330
                      
                      
                      
                      39,091Convertible
      note #9, net of unamortized debt discount of $17,032 and $32,770,
      respectively
                      
                      
                      132,968
                      
                      
                      
                      117,230Convertible
      note #10, net of unamortized debt discount of $22,709 and $43,693,
      respectively
                      
                      
                      177,291
                      
                      
                      
                      156,307Convertible
      note #11, net of unamortized debt discount of $5,677 and $10,923,
      respectively
                      
                      
                      44,323
                      
                      
                      
                      39,077Convertible
      note #12, net of unamortized debt discount of $5,677 and $10,923,
      respectively
                      
                      
                      44,323
                      
                      
                      
                      39,077Convertible
      note #13, net of unamortized debt discount of $2,839 and $5,462,
      respectively
                      
                      
                      22,161
                      
                      
                      
                      19,538Convertible
      note #14, net of unamortized debt discount of $66,486 and $127,767,
      respectively
                      
                      
                      183,514
                      
                      
                      
                      122,233Convertible
      note #15
                      
                      
                      60,000
                      
                      
                      
                      60,000Convertible
      note #16
                      
                      
                      1,000,000
                      
                      
                      
                      1,000,000Convertible
      Promissory Notes #17, net of unamortized debt discount of
      $799,916
                      
                      
                      229,084
                      
                      
                      
                      -Convertible
      Promissory Notes #18, net of unamortized debt discount of
      $27,153
                      
                      
                      2,847
                      
                      
                      
                      -Convertible
      Promissory Notes #19, related party, net of unamortized debt discount of
      $753,785
                      
                      
                      688
                      
                      
                      
                      -Convertible
      Promissory Notes #20, net of unamortized debt discount of
      $174,840
                      
                      
                      160
                      
                      
                      
                      -Convertible
      Promissory Note #21, net of unamortized debt discount of
      $17,996
                      
                      
                      164,089
                      
                      
                      
                      -Convertible
      promissory notes, net of unamortized debt discount of $-0 and $-0-,
      respectively, related party
                      
                      
                      1,000,000
                      
                      
                      
                      1,333,333Total
                      
                      
                      3,787,097
                      
                      
                      
                      3,550,282Less:
      current portion
                      
                      
                      (221,970
                      )
                      
                      
                      (200,000
                      )Long
      term portion
                      
                      $
                      2,564,439
                      
                      
                      $
                      2,016,949Long
      term portion, related party
                      
                      $
                      1,000,688
                      
                      
                      $
                      1,333,333


F-31





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





9. RESET DERIVATIVE
LIABILITY





As
described in Note 8 above, the Company issued of Convertible Promissory Notes
that contain certain reset provisions. Therefore, in accordance with ASC
815-40, the Company
bifurcated the fair value of the reset provision from debt instrument to a
liability at the date of issuance.  Subsequent to the initial issuance
date, the Company is required to adjust to fair value the reset provision as an
adjustment to current period operations.





The
Company recorded a loss on change in fair value of reset derivative liability of
$427,412 for the year ended March 31, 2010.





The fair
value of the reset liability at March 31, 20010 was determined using the Black
Scholes Option Pricing Model with the following assumptions:





Dividend
      yield:
                  
                  
                  -0-
                  %Volatility
                  
                  
                  154.17
                  %Risk
      free rate:
                  
                  
                  1.02
                  %





As of the
date of the financial statements the reset derivative liability valued at
$1,120,476, the Company believes an event under the contract that would create
an obligation to settle in cash or other current assets in remote and has
classified the obligation as a long term liability.





10. WARRANT LIABILITY





As
described in Note 8 above, the Company issued warrants in conjunction with the
issuance of Convertible Promissory Notes.  These warrants contain
certain reset provisions. Therefore, in accordance with ASC 815-40, the Company reclassified
the fair value of the warrant from equity to a liability at the date of
issuance.  Subsequent to the initial issuance date, the Company is
required to adjust to fair value the warrant as an adjustment to current period
operations.





The
Company recorded a loss on change in fair value of warrant liability of $259,201
for the year ended March 31, 2010.




The fair
values of the warrants at March 31, 2010 were determined using the Black Scholes
Option Pricing Model with the following assumptions:





Dividend
      yield:
                  
                  
                  -0-
                  %Volatility
                  
                  
                  154.17
                  %Risk
      free rate:
                  
                  
                  2.55
                  %





As of the
date of the financial statements the warrant liability valued at $625,137, the
Company believes an event under the contract that would create an obligation to
settle in cash or other current assets in remote and has classified the
obligation as a long term liability.





11. RELATED PARTY
TRANSACTIONS





The
Company is periodically advanced interest free operating funds from related
parties and shareholders.  The advances are due on demand. At March
31, 2010 and 2009, due to related party was $31,264 and $130,701,
respectively.


F-32





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





11. RELATED PARTY TRANSACTIONS
(continued)





In
addition, as described in Note 8 above, the Company issued an aggregate of
$5,000,000 in convertible promissory notes in connection with the acquisition of
ITT and Razor during the year ended March 31, 2008.  As of March 31,
2010, the outstanding balance was $1,000,000. The noteholders are current
employees of the Company’s consolidated group.





In
addition, as described in Note 8 above, the Company issued an aggregate of
$754,473 in convertible promissory notes and 12,574,551 warrants to purchase the
Company’s common stock at $0.05 per share (expiring five years from issuance) in
exchange for accrued and unpaid salaries. The notes are convertible into the
Company’s common stock at $0.03 per share and are due three years from
issuance.





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





12. CAPITAL STOCK





Subscription





During
the year ended March 31, 2009, the Company received a preferred stock
subscription for 62,500 shares of Series B convertible preferred stock for
$500,000, subject to the approval of the shareholders of the
Company.





The
Company is obligated to issue 6,250,000 shares of its common stock should the
Company be unable to issue the preferred stock and therefore the subscription
received is considered an equity financing transaction.





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, 2010, the Company had 347,967,310 shares of
common stock issued and outstanding.





In April
2009, the Company issued an aggregate of 400,000 shares of its common stock for
services rendered.





In April
2009, the Company issued an aggregate of 1,600,000 shares of its common stock in
exchange for outstanding accounts payable.





In May
2009, the Company issued an aggregate of 1,100,000 shares of its common stock
for services rendered.





In July
2009, the Company issued an aggregate of 825,000 shares of its common stock in
settlement of $49,500 in accrued interest.





In July
2009, the Company issued an aggregate of 400,000 shares of its common stock for
services rendered.





In July
2009, the Company issued an aggregate of 3,600,000 shares of its common
stock in connection with convertible debt.




In August
2009, the Company issued an aggregate of 400,000 shares of its common stock for
services rendered.





In
September 2009, the Company issued an aggregate of 10,765,000 shares of its
common stock for services rendered.




In
September 2009, the Company issued an aggregate of 4,000,000 shares in
connection with the acquisition of ITT LLC and Razor Data Corp.


F-33





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





12. CAPITAL STOCK
(continued)





In
September 2009, the Company issued an aggregate of 3,707,770 shares of its
common stock in settlement of $370,776 in convertible notes and related
interest.





In
October 2009, the Company issued an aggregate of 200,000 shares of its common
stock for services rendered.





In
November 2009, the Company issued an aggregate of 1,500,000 shares of its common
stock for outstanding accounts payable.





In
January 2010, the Company issued an aggregate of 464,000 shares of its common
stock for services rendered.





In
February 2010, the Company issued an aggregate of 2,290,000 shares of its common
stock in settlement of $114,500 in accrued interest.





In March
2010, the Company issued an aggregate of 3,350,000 shares of its common stock
for services rendered.





In March
2010, the Company issued 650,740 shares of its common stock in settlement of
$32,537 in accrued interest.





In March
2010, the Company issued 500,000 shares of its common stock in connection with
the issuance of a convertible promissory note.





13. COMMITMENTS AND
CONTINGENCIES





Employment and Consulting
Agreements





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





On
February 6, 2007 the Company entered into an employment agreement (the
“Agreement”) with William C. Kosoff, the Company’s Chief Financial Officer for
two years.  The Agreement may be extended or earlier terminated
pursuant to the terms and conditions of the Agreement and provides for automatic
renewals for successive two (2) year terms unless, prior to 90th calendar day
preceding the expiration of the then existing term, either Company of Mr. Kosoff
provide written notice to the other that it elects not to renew the term.
Subsequently the term was renewed as of November 6, 2008 for two more years
commencing February 6, 2009.





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





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


F-34





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





13. COMMITMENTS AND CONTINGENCIES
(continued)





Litigation





On July
16, 2009, a petition for judgment was filed with the Civil Court of the City of
New York naming the Company as a defendant relating to property leased by the
Company from the defendant for recovery of past due rent payments, interest and
legal costs.  As of December 31, 2009, the Company has accrued their
obligation under the lease. On March 30, 2010, the Company settled for $156,720.
In addition, the Company may be obligated to additional monies due on the
primary lease of $67,600. As of March 31, 2010, the Company has accrued their
obligations under the lease.





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 December 31, 2009.





14. LOSS PER COMMON
SHARE





The
following table presents the computation of basic and diluted loss per share for
the year ended March 31, 2010 and 2009:





2010
                  
                  
                  2009Net
      loss available for common shareholders
                  
                  $
                  (7,099,072
                  )
                  
                  $
                  (36,014,372
                  )Loss
      per share (basic and assuming dilution)
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.14
                  )Weighted average common shares
      outstandingBasic
                  
                  
                  329,391,728
                  
                  
                  
                  260,533,573Fully
      diluted
                  
                  
                  329,391,728
                  
                  
                  
                  260,533,573





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.





15. INCOME TAXES





The
Company has adopted Accounting Standards Codification subtopic 740-10, Income
Taxes (“ASC 740-10”) 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.


F-35





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





15. INCOME TAXES
(continued)




At March
31, 2010, the Company has available for federal income tax purposes a net
operating loss carry forward of approximately $56,000,000, expiring in the year
2029, 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 possible significant changes in the Company's ownership, the future use of
its existing net operating losses may be limited. All or portion of the
remaining valuation allowance may be reduced in future years based on an
assessment of earnings sufficient to fully utilize these potential tax
benefits.





At March
31, 2010, the significant components of the deferred tax assets (liabilities)
are summarized below:




Net
      operating loss carry forwards expiring in 2028
                  
                  $
                  56,000,000Tax
      Asset
                  
                  
                  19,600,000Less
      valuation allowance
                  
                  
                  (19,600,000
                  )Balance
                  
                  $
                  —





The total
provision differs from the amount that would be obtained by applying the federal
statutory rate of 35% to income before income taxes, as follows:





Expected
      tax provision (benefit)
                    
                    $
                    (19,600,000
                    )Effect
      of:State
      income taxes, net of federal benefit
                    
                    
                    -Net
      operating loss carry forward
                    
                    
                    16,800,000Increase
      in valuation allowance
                    
                    
                    2,800,000Graduated
      rates
                    
                    
                    -$
                    19,600,000





16. 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 two employee stock option plans. The nonqualified
plan adopted in 2007 is for 13,000,000 shares of which 9,500,000 have been
granted as of March 31, 2010. The qualified plan adopted in October of 2008
authorizing 25,000,000 shares was approved by a majority of the Shareholders on
September 16th 2009.
To date 7,000,000 shares have been granted as of March 31,
2010:


F-36





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





16. STOCK OPTIONS AND WARRANTS
(continued)





Employee Stock Options
(continued)





Options Outstanding
                              
                              
                              Options ExercisableWeighted
                              
                              
                              
                              
                              
                              WeightedWeighted
                              
                              
                              Average
                              
                              
                              
                              
                              
                              AverageAverage
                              
                              
                              Exercise
                              
                              
                              
                              
                              
                              ExerciseRange of
                              
                              Number of
                              
                              Remaining
                              
                              
                              Price of
                              
                              
                              Number of
                              
                              
                              Price ofExercise
                              
                              Shares
                              
                              Contractual
                              
                              
                              Outstanding
                              
                              
                              Shares
                              
                              
                              ExercisablePrices
                              
                              Outstanding
                              
                              Life (Years)
                              
                              
                              Options
                              
                              
                              Exercisable
                              
                              
                              Options$
                              0.05
                              
                              7,000,000
                              
                              
                              9.51
                              
                              
                              $
                              0.05
                              
                              
                              
                              2,000,000
                              
                              
                              $
                              0.050.06
                              
                              9,500,000
                              
                              
                              7.23
                              
                              
                              
                              0.06
                              
                              
                              
                              8,666,667
                              
                              
                              
                              0.0616,500,000
                              
                              
                              8.20
                              
                              
                              $
                              0.056
                              
                              
                              
                              10,666,667
                              
                              
                              $
                              .058





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





WeightedAverageNumber of
                  
                  
                  ExerciseShares
                  
                  
                  PriceOptions
      outstanding at March 31, 2008
                  
                  
                  9,330,490
                  
                  
                  $
                  0.388Granted
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -Cancelled
      or expired
                  
                  
                  -
                  
                  
                  
                  -Options
      outstanding at March 31, 2009
                  
                  
                  9,330,490
                  
                  
                  
                  0.388Granted
                  
                  
                  8,500,000
                  
                  
                  
                  0.05Exercised
                  
                  
                  -
                  
                  
                  
                  -Cancelled
      or expired
                  
                  
                  (1,330,490
                  )
                  
                  
                  (0.25
                  )Options
      outstanding at March 31, 2010
                  
                  
                  16,500,000
                  
                  
                  $
                  0.056





For the
year ended March 31, 2010, the Company granted 8,500,000 options to purchase to
Company’s commons stock at $0.05 to $0.06 per share over ten
years.  2,500,000 options vested immediately with the reminder vesting
over the next three years. The fair value of the vested options granted during
the years ended March 31, 2010 and 2009 of $770,759 and $785,425 was recorded as
a current period charge to earnings.





During
the year ended March 31, 2010, the Company re-priced certain employee options
initially with exercise prices from $0.41 to $0.42 to $0.06 per share with other
terms remaining the same.  The fair value of the fully vested
re-priced options of $9,381 was charged to current period
operations.


F-37





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





16. STOCK OPTIONS AND WARRANTS
(continued)





Employee Stock Options
(continued)





The fair
values of the fully vested re-priced employee options were determined using the
Black Scholes option pricing model with the following assumptions:




Dividend
      yield:
                
                
                -0-
                %Volatility
                
                
                140.70
                %Risk
      free rate:
                
                
                3.31
                %





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, 2010:




Options Outstanding
                            
                            
                            Options ExercisableWeightedAverage
                            
                            
                            Weighted
                            
                            
                            
                            
                            
                            WeightedRemaining
                            
                            
                            Average
                            
                            
                            
                            
                            
                            AverageExercise
                            
                            Number
                            
                            Contractual
                            
                            
                            Exercise
                            
                            
                            Number of
                            
                            
                            ExercisePrices
                            
                            Outstanding
                            
                            Life (Years)
                            
                            
                            Price
                            
                            
                            Exercisable
                            
                            
                            Price$
                            0.145
                            
                            500,000
                            
                            
                            3.20
                            
                            
                            $
                            0.145
                            
                            
                            
                            500,000
                            
                            
                            $
                            0.1450.22
                            
                            300,000
                            
                            
                            5.75
                            
                            
                            
                            0.22
                            
                            
                            
                            300,000
                            
                            
                            
                            0.220.25
                            
                            2,469,135
                            
                            
                            1.29
                            
                            
                            
                            0.25
                            
                            
                            
                            2,469,135
                            
                            
                            
                            0.253,269,135
                            
                            
                            1.99
                            
                            
                            $
                            0.23
                            
                            
                            
                            3,269,135
                            
                            
                            $
                            0.23





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





WeightedAverageNumber of
                  
                  
                  PriceShares
                  
                  
                  Per ShareOptions
      outstanding at March 31, 2008
                  
                  
                  4,489,135
                  
                  
                  $
                  0.29Granted
                  
                  
                  500,000
                  
                  
                  
                  0.145Exercised
                  
                  
                  -
                  
                  
                  
                  -Cancelled
      or expired
                  
                  
                  (1,700,000
                  )
                  
                  
                  (0.22
                  )Options
      outstanding at March 31, 2009
                  
                  
                  3,289,135
                  
                  
                  
                  0.26Granted
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -Cancelled
      or expired
                  
                  
                  (20,000
                  )
                  
                  
                  (0.33
                  )Options
      outstanding at March 31, 2010
                  
                  
                  3,269,135
                  
                  
                  $
                  0.23


F-38





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





16. STOCK OPTIONS AND WARRANTS
(continued)





Non-Employee Stock Options
(continued)





During
the year ended March 31, 2009, the Company granted 500,000 non-employee stock
options with an exercise price of $0.145 in one year and expiring approximately
five years from issuance. The fair value of the vested amounts was determined
using a Black-Scholes option pricing model based on the following
assumptions:





Risk-free
      interest rate at grant date:
                  
                  
                  2.81
                  %Expected
      volatility
                  
                  
                  141.65
                  %Expected
      dividend payout
                  
                  $
                  0Expected
      option life-years (a)
                  
                  4
      years





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





The
determined fair value of $14,661 was charged to current period operations during
the year ended March 31, 2010.





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, 2010:




Warrants Outstanding
                            
                            
                            Warrants ExercisableWeightedAverage
                            
                            
                            Weighted
                            
                            
                            
                            
                            
                            WeightedRemaining
                            
                            
                            Average
                            
                            
                            
                            
                            
                            AverageExercise
                            
                            Number
                            
                            Contractual
                            
                            
                            Exercise
                            
                            
                            Number
                            
                            
                            ExercisePrice
                            
                            Outstanding
                            
                            Life (Years)
                            
                            
                            Price
                            
                            
                            Exercisable
                            
                            
                            Price$
                            0.01
                            
                            2,000,000
                            
                            
                            3.81
                            
                            
                            $
                            0.01
                            
                            
                            
                            2,000,000
                            
                            
                            $
                            0.010.05
                            
                            33,141,225
                            
                            
                            2.65
                            
                            
                            
                            0.05
                            
                            
                            
                            33,141,225
                            
                            
                            
                            0.050.22
                            
                            195,000
                            
                            
                            0.11
                            
                            
                            
                            0.22
                            
                            
                            
                            195,000
                            
                            
                            
                            0.220.50
                            
                            1,852,500
                            
                            
                            0.00
                            
                            
                            
                            0.50
                            
                            
                            
                            1,852,500
                            
                            
                            
                            0.50Total
                            
                            37,188,725
                            
                            
                            3.43
                            
                            
                            $
                            0.07
                            
                            
                            
                            37,188,725
                            
                            
                            $
                            0.07


F-39





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





16. STOCK OPTIONS AND WARRANTS
(continued)





Warrants
(continued)





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





AverageNumber of
                    
                    
                    PriceShares
                    
                    
                    Per ShareWarrants
      outstanding at March 31, 2008
                    
                    
                    3,797,500
                    
                    
                    $
                    0.49Granted
                    
                    
                    2,000,000
                    
                    
                    
                    0.01Exercised
                    
                    
                    -
                    
                    
                    
                    -Cancelled
      or expired
                    
                    
                    -
                    
                    
                    
                    -Warrants
      outstanding at March 31, 2009
                    
                    
                    5,797,500
                    
                    
                    
                    0.39Granted
                    
                    
                    33,141,225
                    
                    
                    
                    0.05Exercised
                    
                    
                    -
                    
                    
                    
                    -Cancelled
      or expired
                    
                    
                    (1,750,000
                    )
                    
                    
                    (0.50
                    )Warrants
      outstanding at March 31, 2010
                    
                    
                    37,188,725
                    
                    
                    $
                    0.07





Warrants
granted during the year ended March 31, 2009 totaling 2,000,000 were issued in
connection with promissory note payable.  The warrants are exercisable
until five years after the date of issuance at a purchase price of $0.01 per
share.  The fair value of the warrants at the date of issuance was
determined using the Black-Scholes Option Pricing Method with the following
assumptions: dividend yield: -0-%; volatility: 138.87%, risk free interest rate:
1.48%





On
July 31, 2009, warrants totaling 17,150,006 were issued in connection with
issuance of Convertible Promissory Notes. The warrants are exercisable for three
years from the date of issuance at an exercise price of $0.05 per
share.  The warrants were valued using the Black Scholes option
pricing method with the following assumptions:  dividend yield $-0-,
volatility of 149.90% and risk free rate from 2.53%.  As described in
Note 9 above, these warrants contain certain reset provisions which require the
Company to classify the market value of the warrants outside of
equity.





On
December 17, 2009, warrants totaling 500,000 were issued in connection with
issuance of a Convertible Promissory Note. The warrants are exercisable for five
years from the date of issuance at an exercise price of $0.05 per
share.  The warrants were valued using the Black Scholes option
pricing method with the following assumptions:  dividend yield $-0-,
volatility of 154.99% and risk free rate from 2.24%.  As described in
Note 9 above, these warrants contain certain reset provisions which require the
Company to classify the market value of the warrants outside of
equity.





On March
31, 2010, warrants of 15,491,219 were issued in connection with the issuance of
Convertible Promissory Notes. The warrants are exercisable for five years from
the date of issuance at an exercise price of $0.05 per share. The warrants were
valued using the Black Sholes option pricing method with the following
assumptions: dividend yield $-0-, volatility of 154.17% and risk free rate of
2.55.


F-40





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





17.  FAIR
VALUE MEASUREMENT





The
Company adopted the provisions of Accounting Standards Codification subtopic
825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10
defines fair value as the price that would be received from selling an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date. When determining the fair value
measurements for assets and liabilities required or permitted to be recorded at
fair value, the Company considers the principal or most advantageous market in
which it would transact and considers assumptions that market participants would
use when pricing the asset or liability, such as inherent risk, transfer
restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value
hierarchy that requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. ASC 825-10
establishes three levels of inputs that may be used to measure fair
value:





Level 1 -
Quoted prices in active markets for identical assets or
liabilities.





Level 2 -
Observable inputs other than Level 1 prices such as quoted prices for similar
assets or liabilities; quoted prices in markets with insufficient volume or
infrequent transactions (less active markets); or model-derived valuations in
which all significant inputs are observable or can be derived principally from
or corroborated by observable market data for substantially the full term of the
assets or liabilities.





Level 3 -
Unobservable inputs to the valuation methodology that are significant to the
measurement of fair value of assets or liabilities.





To the
extent that valuation is based on models or inputs that are less observable or
unobservable in the market, the determination of fair value requires more
judgment. In certain cases, the inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, for disclosure
purposes, the level in the fair value hierarchy within which the fair value
measurement is disclosed and is determined based on the lowest level input that
is significant to the fair value measurement.





Upon
adoption of ASC 825-10, there was no cumulative effect adjustment to beginning
retained earnings and no impact on the consolidated financial
statements.





The
carrying value of the Company’s cash and cash equivalents, accounts receivable,
accounts payable, short-term borrowings (Including convertible notes payable),
and other current assets and liabilities approximate fair value because of their
short-term maturity.





Items
recorded or measured at fair value on a recurring basis in the accompanying
consolidated financial statements consisted of the cash, other current assets,
warrant liability and reset derivative liability. Convertible notes were
determined at a net discount rate of 2% per annum for the terms of the
notes:


F-41





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2010 AND 2009





18.  FAIR
VALUE MEASUREMENT (continued)





Quoted
                      Prices in
                      Active
                      Markets for
                      Identical
                      Instruments
                      Level 1
                    
                    
                    Significant
                      Other
                      Observable
                      Inputs
                      Level 2
                    
                    
                    Significant
                      Unobservable
                      Inputs
                      Level 3
                    
                    
                    Assets at
                      fair ValueAssets:Cash
                    
                    $
                    48,828
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    48,828Other current assets
                    
                    
                    1,233
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,233Liabilities:Long term convertible notes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (5,509,647
                    )
                    
                    
                    (5,509,647
                    )Reset
      derivative liability
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,120,476
                    )
                    
                    
                    (1,120,476
                    )Warrant
      liability
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (625,137
                    )
                    
                    
                    (625,137
                    )Total
                    
                    $
                    50,061
                    
                    
                    $
                    -
                    
                    
                    $
                    (7,255,260
                    )
                    
                    $
                    (7,205,199
                    )





At March
31, 2010, the fair values of the convertible notes were determined at a net
discount rate of 2% per annum for the terms of the notes.





19. SUBSEQUENT
EVENTS





In April
of 2010 the Company issued 1,000,000 shares of common stock in settlement of
$30,000 of principal of promissory notes.





In
June 2010, the Company issued an aggregate of 28,276,745 shares of common stock
in settlement of $911,052 of promissory notes and related accrued
interest.





In June
2010, the Company issued an aggregate of 8,000,000 shares of common stock due in
connection with the acquisition of ITT and Razor.





In June
2010, the Company issued an aggregate of 3,300,000 shares of common stock for
services rendered.


F-42