U.S.
Securities and Exchange Commission


Washington,
DC 20549




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, 2009




Commission
File Number 000-27019




Global
Investor Service, 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.)





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




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




Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months, (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes  ̈ No x




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




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




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days $15,765,740 based on the average closing
bid and asked prices on June 26 th
2009.




State
issuer’s revenue for its most recent fiscal year. $2,587,352




As of
June 26, 2009, there were 315,314,800 shares of the common stock, par value
$.001 per share, outstanding.




Documents
incorporated by reference: None




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





GLOBAL
INVESTOR SERVICES, INC.





2009
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.
                    
                    Submission
      of Matters to a Vote of Security Holders.
                    
                    10PART
      IIItem 5.
                    
                    Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.
                    
                    11Item 6.
                    
                    Selected
      Financial Data.
                    
                    12Item 7.
                    
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                    
                    12Item
      7A.
                    
                    Quantitative
      and Qualitative Disclosures About Market Risk.
                    
                    22Item 8.
                    
                    Financial
      Statements and Supplementary Data.
                    
                    22Item 9.
                    
                    Changes
      and Disagreements With Accountants on Accounting and Financial
      Disclosure.
                    
                    22Item 9A(T.)
                    
                    Controls
      and Procedures.
                    
                    23Item 9B.
                    
                    Other
      Information.
                    
                    24PART
      IIIItem 10.
                    
                    Directors,
      Executive Officers and Corporate Governance.
                    
                    24Item 11.
                    
                    Executive
      Compensation.
                    
                    25Item
      12.
                    
                    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                    
                    28Item
      13.
                    
                    Certain
      Relationships and Related Transactions, and Director
      Independence.
                    
                    28Item
      14.
                    
                    Principal
      Accounting Fees and Services.
                    
                    29Item
      15.
                    
                    Exhibits,
      Financial Statement Schedules.
                    
                    30Signatures
                    
                    31





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




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 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 or GISV>OB
on some services.





Industry
Overview





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




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


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





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 subscriptions basis and are
delivered on line  through the Company’s website;
 ·   In–house
developed trading tools with actionable trading indicators;
 o Blogs, newsletters and
other reference materials that describe investment strategies
 Mentoring,
coaching and advisory services that are available on a subscription
basis





Recent
Acquisitions





Investment
Tools & Training, LLC


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, LLC


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





Competition





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


3




Intellectual   Property




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





Government
Regulation





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





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





Employees




GISV has
15 employees. GISV has not experienced any work stoppages and GISV 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, 2009, we have incurred cumulative
losses of $22,451,827 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, 2009 was $75,259 and our average
cash burn for the year ended March 31, 2009 was approximately $170,720 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, 2009 and our related consolidated statements of operations,
stockholders’ equity, and cash flows for the year ended March 31, 2009, 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, 2010. Our inability to obtain sufficient additional capital
could reduce the value the market currently places on our common
stock.




We have
no current commitment for such future funding and there can be no assurance that
additional capital will be available on terms acceptable to us, or at all.
Selling additional stock would dilute the equity interests of our stockholders.
Further, if we sell stock at a price lower than the conversion price of the
Notes held by the selling stockholders, the number of shares of our common stock
issuable upon conversion of those Notes will automatically increase; thereby
further diluting the equity interests of our stockholders. If we are unable to
secure additional capital, we will be forced to reduce our investment in
development and commercialization efforts, which will impair our ability to
execute our plans. We used cash of $2,048,620 in operating activities for the
fiscal year ended March 31, 2009 and, expect to use $1,000,000 in the fiscal
year ending March 31, 2010.




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




In
connection with a private placement the Company completed on May 8, 2007, the
Company issued convertible promissory notes to the investors which became due on
August 31, 2007. The Company has failed to make payment of the amounts
outstanding 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, 2009, the Company was in default on certain notes and convertible
debentures totaling $200,000. 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, 2009, we
have incurred a net cumulative loss of $49,351,666 of which $27,233,173 was from
a one time impairment of 100% of the goodwill associated with the recent
acquistions. The Net Operating Loss for the year  ending March 31,
2009 was $34,072,289 which included the 27,233,173 loss of goodwill. 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
are revenues are not yet sufficient to cover all our expenses of operation and
fund our growth, we need to secure on-going funding. If we are unable to obtain
adequate additional financing, we may not be able to successfully market and
sell our products, our business operations will most likely be discontinued and
we will cease to be going concern. To secure additional financing, we may need
to borrow money or sell more securities. Under these circumstances, we may be
unable to secure additional financing on favorable terms or at all. Selling
additional stock, either privately or publicly, would dilute the equity
interests of our stockholders. If we borrow money, we will have to pay interest
and may also have to agree to restrictions that limit our operating flexibility.
If we are unable to obtain adequate financing, we may have to curtail business
operations which would have a material negative effect on operating results and
most likely result in a lower stock price.


7




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




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





·
            variations in our quarterly
      operating results;


·
            our ability to complete the
      research and development of our
  technologies;


·
            the development of a future
      market for our products;


·
            changes in market valuations of
      similar companies;


·
            additions or departures of key
      personnel; and


·
            fluctuations in stock market
      price and volume.





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




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




Although
a trading market for our common stock exists, the trading volume has not been
significant and an active trading market for our common stock may never develop.
There currently is no analyst coverage of our business. During the period from
March 31, 2008 through March 31, 2009, the average daily trading volume of our
common stock was approximately 148,456 shares (or
approximately 0.05% of the shares
currently available in the market as of March 31, 2009). The trading volume of
our shares will continue to be limited due to resale restrictions under
applicable securities laws and the fact that approximately 45% 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, 2009, 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 110 William
Street, 22nd Floor, New York, New York. The lease has a term of three years,
which began on June 1, 2007. The offices are approximately 5,200 square feet and
the Company pays rent and related costs of approximately $11,267 per month. In
addition, as of March 2, 2007 the Company entered into a sublease agreement for
office space at 915 South 500 East, American Fork, Utah of approximately 12,000
square feet for approximately $18,210 per month up to September 30,
2010.





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




ITEM
3. LEGAL PROCEEDINGS





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,
2009 the Company is not a party to any legal proceedings.





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





None


10


PART
II




ITEM  5.   MARKET
FOR REGISTRANT’S COMMON EQUITY, 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.




2008 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





2007
      Fiscal YearHigh*
                  
                  
                  Low*January
      1, 2008 - March 31, 2008
                  
                  $
                  0.290
                  
                  
                  $
                  0.150October
      1, 2007 - December 31, 2007
                  
                  $
                  0.270
                  
                  
                  $
                  0.150July
      1, 2007- September 30, 2007
                  
                  $
                  0.440
                  
                  
                  $
                  0.180April
      1, 2007-June 30, 2007
                  
                  $
                  0.530
                  
                  
                  $
                  0.310




As of
June 25, 2009, there were approximately 399 holders of record of the Company’s
common stock, and 315,314,800 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





The
following table shows information with respect to each equity compensation plan
under which the Company’s common stock is authorized for issuance as of the
fiscal year ended March 31, 2009.




Equity
Compensation Plan Information





The
following table summarizes the equity compensation plans under which our
securities may be issued as of March 31, 2009.


Plan
      Category
                      
                      Number of securities to be
                        issued upon exercise of
                        outstanding options and
                        warrants
                      
                      
                      Weighted-average exercise
                        price of outstanding options
                        and warrants
                      
                      
                      Number of securities
                        remaining available for
                        future issuance under
                        equity compensation plansEquity
      compensation plans approved by security holders
                      
                      
                      0
                      
                      
                      
                      N/A
                      
                      
                      
                      0Equity
      compensation plan not approved by security holders
                      
                      
                      13,000,000
                      
                      
                      $
                      0.388
                      
                      
                      
                      3,669,510




11





ITEM
6.  SELECTED FINANCIAL DATA





Not
applicable





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.





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





During
the year ended March 31, 2009, the Company converted $3,333,334 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.





Plan
of Operations




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





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





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


12





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





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




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





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.





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




Revenues:


Year Ended
                                    
                                    
                                    Year EndedMarch 31, 2009
                                    
                                    
                                    March 31, 2008
                                    
                                    
                                    VarianceSubscription
      revenues
                                    
                                    $
                                    1,543,903
                                    
                                    
                                    
                                    60
                                    %
                                    
                                    $
                                    692,984
                                    
                                    
                                    
                                    71
                                    %
                                    
                                    $
                                    850,919
                                    
                                    
                                    
                                    123
                                    %Training
      revenues
                                    
                                    
                                    1,031,903
                                    
                                    
                                    
                                    40
                                    %
                                    
                                    
                                    256,134
                                    
                                    
                                    
                                    27
                                    %
                                    
                                    
                                    775,769
                                    
                                    
                                    
                                    303
                                    %Services
      and other
                                    
                                    
                                    11,546
                                    
                                    
                                    
                                    -
                                    %
                                    
                                    
                                    22,402
                                    
                                    
                                    
                                    2
                                    %
                                    
                                    
                                    (10,856
                                    )
                                    
                                    
                                    (48
                                    )%Total
                                    
                                    $
                                    2,587,352
                                    
                                    
                                    
                                    100
                                    %
                                    
                                    $
                                    971,520
                                    
                                    
                                    
                                    100
                                    %
                                    
                                    $
                                    1,615,832
                                    
                                    
                                    
                                    166
                                    %


13




Cost of Revenue:




Year Ended
                      
                      
                      Year EndedMarch 31, 2009
                      
                      
                      March 31, 2008Cost
      of revenue
                      
                      $
                      2,431,115
                      
                      
                      
                      94
                      %
                      
                      $
                      1,028,605
                      
                      
                      
                      106
                      %


During
the year ended March 31, 2009, our cost of revenue was $2,431,115 or 94% of
revenue as compared to $1,028,605 or 106% of revenue.  The improvement
in margin is a result of higher revenue volume.





Operating
costs




Year Ended
                              
                              
                              Year EndedMarch 31, 2009
                              
                              
                              March 31, 2008
                              
                              
                              VarianceSelling,
      general and administrative
                              
                              $
                              6,057,215
                              
                              
                              
                              17
                              %
                              
                              $
                              4,761,491
                              
                              
                              
                              96
                              %
                              
                              $
                              1,295,724
                              
                              
                              
                              27
                              %Impairment
      loss
                              
                              
                              27,233,173
                              
                              
                              
                              80
                              %
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              27,233,173
                              
                              
                              
                              -Depreciation
      and amortization
                              
                              
                              938,139
                              
                              
                              
                              3
                              %
                              
                              
                              198,725
                              
                              
                              
                              4
                              %
                              
                              
                              739,414
                              
                              
                              
                              372
                              %Total
                              
                              $
                              34,228,527
                              
                              
                              
                              100
                              %
                              
                              $
                              4,960,216
                              
                              
                              
                              100
                              %
                              
                              $
                              29,268,311
                              
                              
                              
                              590
                              %
  Our
selling, general and administrative expenses increased from $4,761,491 to
$6,057,214 or $1,295,723 (27%). The increase is a result of a full year of costs
of our acquired subsidiaries; ITT and Razor which totaled $1,370,035, net with
overall reduction of $74,312.





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.





Depreciation
increased from $198,725 to $938,139 or $739,414 (372%) primarily due to the
depreciation and amortization of acquired assets of ITT and Razor.





Other
income and expenses:




Year
      Ended
                                      
                                      
                                      Year
      EndedMarch
      31, 2009
                                      
                                      
                                      March
      31, 2008
                                      
                                      
                                      VarianceInterest
      expense, net
                                      
                                      
                                      (1,947,635
                                      )
                                      
                                      
                                      100
                                      %
                                      
                                      
                                      (2,356,720
                                      )
                                      
                                      
                                      100
                                      %
                                      
                                      
                                      409,085
                                      
                                      
                                      
                                      99
                                      %Other
                                      
                                      
                                      5,553
                                      
                                      
                                      
                                      -
                                      %
                                      
                                      
                                      (388
                                      )
                                      
                                      
                                      -
                                      %
                                      
                                      
                                      5,941
                                      
                                      
                                      
                                      1
                                      %Total
                                      
                                      $
                                      (1,942,082
                                      )
                                      
                                      
                                      100
                                      %
                                      
                                      $
                                      (2,357,108
                                      )
                                      
                                      
                                      100
                                      %
                                      
                                      $
                                      415,026
                                      
                                      
                                      
                                      18
                                      %





Interest
expense decreased from $2,356,720 to $1,947,635, a $409,085 or 17%
decrease.  The decrease is primarily due to a lower amortization of
the recorded beneficial conversion feature from $1,637,429 to
$1,206,895.




Liquidity and Capital
Resources





As of
March 31, 2009, the Company had a working capital deficit of $2,190,905. The
Company generated a deficit in cash flow from operating activities of $2,048,620
for the year ended March 31, 2009. This deficit is primarily attributable to the
Company's net loss from operations of $36,014,372 and is partially offset by
following: Impairment loss of $27,233,173, a charge for the value of options
issued for services of $785,425, recognition of an imbedded beneficial
conversion of convertible debentures of $1,206,895, stock issued for services of
$2,826,411, (including amortization of deferred compensation costs of
$456,614), amortization and depreciation expense of $1,171,272, and changes in
the balances of current assets and liabilities. Accounts receivable, deferred
costs, employee advances and other assets, notes payable, related party and
unbilled revenue decreased by $1,077,572.  Accounts payable and
accrued liabilities increased by $361,408 and deferred revenue decreased by
$696,404.


14




The
Company met its cash requirements during the year ended March 31, 2009 through
net proceeds from convertible debentures and notes payable of $475,000,
preferred stock subscription of $500,000 and advances of $999,561, net with
payments to related parties of $30,511.





While we
have raised capital to meet our working capital and financing needs in the past,
additional financing is required in order to meet our current and projected cash
flow deficits from operations and development. We 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.
 
 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, 2009 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.





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.


15


Critical
Accounting Policies





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





Revenue
Recognition





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





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


16




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 initial product periodWebsite/data
      fees (monthly)
                
                Not
      Deferred, recognized in the month deliveredWebsite/data
      fees (pre-paid subscriptions)
                
                Deferred
      and recognized on a straight-line basis over the subscription
      period





As of
March 31, 2009 and 2008, the Company’s deferred revenue was $108,048 and
$804,452, respectively.




Intangible
Assets and Goodwill





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





As a
result of the acquisitions of ITT and Razor on January 15, 2008, the Company
acquired intangible assets in the aggregate amount of $30,652,920. The Company
allocated $2,920,000 and $499,747 to identifiable intangible assets including a
developed software and customer lists, respectively. The remaining $27,233,173
was allocated to goodwill.





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





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





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.





Website
Development Costs





The
Company recognizes website development costs in accordance with Emerging Issue
Task Force ("EITF") No. 00-02, "Accounting for Website Development Costs." As
such, the Company expenses all costs incurred that relate to the planning and
post implementation phases of development of its website. Direct costs incurred
in the development phase are capitalized and recognized over the estimated
useful life. Costs associated with repair or maintenance for the website are
included in cost of net revenues in the current period expenses. During the
years ended March 31, 2009 and 2008, the Company did not capitalize any costs
associated with the website development.


17


Software
Development Costs





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





Stock-Based
Compensation




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





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





For the
years ended March 31, 2009 and 2008, the Company did not grant stock options to
employees and consultants. The fair value of options granted in previous years
vesting during the years ended March 31, 2009 and 2008 of $785,425 and $824,400
was recorded as a current period charge to earnings,
respectively.




Segment
Information




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





Recent
Accounting Pronouncements





In
December 2007, the FASB issued SFAS No. 141(R), "Business Combinations"
("SFAS No. 141(R)"), which establishes principles and requirements for how
an acquirer recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in an
acquiree, including the recognition and measurement of goodwill acquired in a
business combination. SFAS No. 141R is effective as of the beginning of the
first fiscal year beginning on or after December 15, 2008. Earlier adoption
is prohibited. The Company does not expect the adoption of SFAS No. 141R will
have a material effect on its consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interest in
Consolidated Financial Statements, an amendment of ARB No. 51”
(“SFAS No. 160”), which will change the accounting and reporting for
minority interests, which will be recharacterized as noncontrolling interests
and classified as a component of equity within the consolidated balance sheets.
SFAS No. 160 is effective as of the beginning of the first fiscal year beginning
on or after December 15, 2008. Earlier adoption is prohibited. The Company
does not expect the adoption of SFAS No. 160 in 2009 to have a material effect
on its consolidated financial position, results of operations or cash
flows.





In
December 2007, the FASB ratified the consensus in Emerging Issues Task Force
(EITF) Issue No. 07-1, “Accounting for Collaborative Arrangements”
(EITF 07-1). EITF 07-1 defines collaborative arrangements and requires
collaborators to present the result of activities for which they act as the
principal on a gross basis and report any payments received from (made to) the
other collaborators based on other applicable authoritative accounting
literature, and in the absence of other applicable authoritative literature, on
a reasonable, rational and consistent accounting policy is to be elected.
EITF 07-1 also provides for disclosures regarding the nature and purpose of
the arrangement, the entity’s rights and obligations, the accounting policy for
the arrangement and the income statement classification and amounts arising from
the agreement.


18


EITF 07-1
will be effective for fiscal years beginning after December 15, 2008, which
will be the Company’s fiscal year 2009, and will be applied as a change in
accounting principle retrospectively for all collaborative arrangements existing
as of the effective date. The Company does not expect the adoption of EITF
07-1in 2009 to have a material effect on its consolidated financial position,
results of operations or cash flows.





In
June 2008, the FASB ratified the consensus on Emerging Issues Task Force
(EITF) Issue 07-5, “Determining whether an Instrument (or Embedded Feature)
is indexed to an Entity’s Own Stock.” This issue addresses whether an instrument
(or an embedded feature) is indexed to an entity’s own stock, which is the first
part of the scope exception in paragraph 11(a) of SFAS No. 133, for
purposes of determining whether the instrument should be classified as an equity
instrument or accounted for as a derivative instrument. The provisions of EITF
Issue No. 07-5 are effective for financial statements issued for fiscal
years beginning after December 15, 2008 and will be applied retrospectively
through a cumulative effect adjustment to retained earnings for outstanding
instruments as of that date. The Company does not expect the adoption of EITF
07-05 to have a material effect on its consolidated financial position, results
of operations or cash flows.





In March
2008, the FASB” issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities - an amendment to FASB Statement No.
133” (“SFAS No. 161”).  SFAS No. 161 is
intended to improve financial standards for derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity's financial position, financial
performance, and cash flows.  Entities are required to provide
enhanced disclosures about: (a) how and why an entity uses derivative
instruments; (b) how derivative instruments and related hedged items are
accounted for under SFAS No. 133 and its related interpretations; and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance and cash flows.  It is effective for
financial statements issued for fiscal years beginning after November 15, 2008,
with early adoption encouraged.  The Company does not expect the
adoption of SFAS No. 161 to have a material effect on its consolidated financial
position, results of operations or cash flows.





In April
2008, the FASB issued FSP No. FAS 142-3,“Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under SFAS No. 142,“Goodwill and Other Intangible
Assets”.  The Company is required to adopt FSP 142-3 on January
1, 2009, earlier adoption is prohibited.  The guidance in FSP 142-3
for determining the useful life of a recognized intangible asset shall be
applied prospectively to intangible assets acquired after adoption, and the
disclosure requirements shall be applied prospectively to all intangible assets
recognized as of, and subsequent to, adoption. The Company does not expect
the adoption of FSP No. FAS 142-3 to have a material effect on its consolidated
financial position, results of operations or cash flows.





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





In May
2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement) " ("FSP APB 14-1").  FSP APB 14-1
requires the issuer of certain convertible debt instruments that may be settled
in cash (or other assets) on conversion to separately account for the liability
(debt) and equity (conversion option) components of the instrument in a manner
that reflects the issuer's non-convertible debt borrowing rate.  FSP
APB 14-1 is effective for fiscal years beginning after December 15,
2008 on a retroactive basis.  The Company does not expect the adoption of
FSP APB 14-1 to have a material effect on its consolidated financial
position, results of operations or cash flows.





In May
2008, the FASB issued FASB Statement No. 163, “Accounting for Financial
Guarantee Insurance Contracts”, which clarifies how FASB Statement No. 60,
“Accounting and Reporting by Insurance Enterprises”, applies to financial
guarantee insurance contracts issued by insurance enterprises. 
  The standard is effective for financial statements issued for fiscal
years beginning after December 15, 2008, including interim periods in that year.
The Company does not expect the adoption of SFAS 163 to have a material effect
on its consolidated financial statements.





In
June 2008, the FASB issued FSP Emerging Issues Task Force
(EITF) No. 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating
Securities.” Under the FSP, unvested share-based payment awards that
contain rights to receive non-forfeitable dividends (whether paid or unpaid) are
participating securities, and should be included in the two-class method of
computing EPS. The FSP is effective for fiscal years beginning after
December 15, 2008, and interim periods within those years. The Company does
not expect the adoption of FSP EITF No. 03-6-1 to have a material effect on
its consolidated financial position, results of operations or cash
flows.


19


In
October 2008, the FASB issued FSP SFAS No. 157-3, “Determining the
Fair Value of a Financial Asset When the Market for That Asset Is Not Active.”
This position clarifies the application of SFAS No. 157 in a market
that is not active and provides an example to illustrate key considerations in
determining the fair value of a financial asset when the market for that
financial asset is not active. It also reaffirms the notion of fair value as an
exit price as of the measurement date. This position was effective upon
issuance, including prior periods for which financial statements have not been
issued. The adoption had no impact on the Company’s consolidated financial
statements.





In
December 2008, the FASB issued FSP 132(R)-1, Employers’ Disclosures about
Postretirement Benefit Plan Assets, which is effective for fiscal years ending
after December 15, 2009. FSP 132(R)-1 requires disclosures about fair value
measurements of plan assets that would be similar to the disclosures about fair
value measurements required by SFAS 157. The Company is assessing the potential
effect of the adoption of FSP 132(R)-1 on its consolidated financial
statements.  The Company does not expect the adoption of FSP 132(R)-1
to have a material effect on its consolidated financial position, results of
operations or cash flows.





In
December 2008, the FASB issued FSP SFAS 140-4 and FIN 46(R)-8,
Disclosures about Transfers of Financial Assets and Interests in Variable
Interest Entities. The FSP requires extensive additional disclosure by public
entities with continuing involvement in transfers of financial assets to
special-purpose entities and with variable interest entities (VIEs), including
sponsors that have a variable interest in a VIE. This FSP became effective for
the first reporting period ending after December 15, 2008 and did not have
any material impact on the Company's consolidated financial
statements.





In
January 2009, the FASB issued Financial Statement of Position (“FSP”) Issue
No. EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue
No. 99-20” (“FSP EITF No. 99-20-1”). FSP EITF No. 99-20-1 amends
the impairment guidance in EITF Issue No. 99-20, “Recognition of Interest
Income and Impairment on Purchased Beneficial Interests and Beneficial Interests
that Continue to be Held by a Transferor in Securitized Financial Assets” to
achieve more consistent determination of whether an other-than-temporary
impairment has occurred. The Company adopted FSP EITF No. 99-20-1 and it
did not have a material impact on the consolidated financial
statements.





In April
2009, the FASB issued FSP FAS 157-4,Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly , provides
guidelines for making fair value measurements more consistent with the
principles presented in FASB Statement No. 157 (“SFAS 157”),Fair Value
Measurements . FSP FAS 157-4 reaffirms what SFAS 157 states is the
objective of fair value measurement, to reflect how much an asset would be sold
for in an orderly transaction at the date of the financial statements under
current market conditions. Specifically, it reaffirms the need to use judgment
to ascertain if a formerly active market has become inactive and in determining
fair values when markets have become inactive. The Company does not expect this
pronouncement to have a material impact on its consolidated results of
operations, financial position, or cash flows.





In April
2009, the FASB issued  FSP FAS 107-1 and APB 28-1,Interim Disclosures about Fair
Value of Financial Instruments, enhances consistency in financial
reporting by increasing the frequency of fair value disclosures. This relates to
fair value disclosures for any financial instruments that are not currently
reflected on the consolidated balance sheet at fair value. FSP FAS 107-1 and APB
28-1 now require that fair value disclosures be made on a quarterly basis,
providing qualitative and quantitative information about fair value estimates
for all those financial instruments not measured on the balance sheet at fair
value. The Company does not expect this pronouncement to have a material impact
on its consolidated results of operations, financial position, or cash
flows.





In April
2009, the FASB issued FSP FAS 115-2 and FAS 124-2,Recognition and Presentation of
Other-Than-Temporary Impairments, provides additional guidance designed
to create greater clarity and consistency in accounting for and presenting
impairment losses on securities. This FSP is intended to bring greater
consistency to the timing of impairment recognition and to provide greater
clarity to investors about the credit and noncredit components of impaired debt
securities that are not expected to be sold. This FSP also requires increased
and timelier disclosures sought by investors regarding expected cash flows,
credit losses, and an aging of securities with unrealized losses. The Company
does not expect this pronouncement to have a material impact on its consolidated
results of operations, financial position, or cash flows.





In May
2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS
No. 165”). SFAS No. 165 establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. It requires the
disclosure of the date through which an entity has evaluated subsequent events
and the basis for that date, that is, whether that date represents the date the
financial statements were issued or were available to be issued. SFAS
No. 165 is effective for interim or annual financial periods ending after
June 15, 2009. The Company will adopt SFAS No. 165 in the first
quarter of fiscal 2010 and do not expect a material impact on its consolidated
financial statements upon adoption.


20





In
June 2009 the FASB issued SFAS 166, “Accounting for Transfers of financial
Assets — an amendment of FASB Statement No. 140” (SFAS 166). SFAS 166
eliminates the concept of a qualifying special-purpose entity, creates more
stringent conditions for reporting a transfer of a portion of a financial asset
as a sale, clarifies other sale-accounting criteria, and changes the initial
measurement of a transferor’s interest in transferred financial assets. SFAS No.
166 is applicable for annual periods after November 15, 2009 and interim periods
therein and thereafter. The Company does not expect this pronouncement to have a
material impact on its consolidated results of operations, financial position,
or cash flows.





In
June 2009 the FASB issued SFAS 167, “Amendments to FASB Interpretation
No. 46(R)” (SFAS 167). SFAS 167 eliminates Interpretation 46(R)’s
exceptions to consolidating qualifying special-purpose entities, contains new
criteria for determining the primary beneficiary, and increases the frequency of
required reassessments to determine whether a company is the primary beneficiary
of a variable interest entity. SFAS 167 also contains a new requirement that any
term, transaction, or arrangement that does not have a substantive effect on an
entity’s status as a variable interest entity, a company’s power over a variable
interest entity, or a company’s obligation to absorb losses or its right to
receive benefits of an entity must be disregarded in applying Interpretation
46(R)’s provisions. SFAS No. 167 is applicable for annual periods after November
15, 2009 and interim periods thereafter. The Company does not expect this
pronouncement to have a material impact on its consolidated results of
operations, financial position, or cash flows.





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





Off-Balance
Sheet Arrangements





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





Trends,
Risks and Uncertainties





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





Cautionary
Factors That May Affect Future Results





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




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.


21





Dependence
Upon Management





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





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





Management
of Growth





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





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





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





ITEM
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.


22


ITEM
9A(T). 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, 2009
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, 2009.





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,
2009 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, 2009 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, 2009 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, 2009 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.


23





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, 2009, 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
                            
                            60
                            
                            Chief
      Executive Officer and Chairman of the BoardWilliam
      Kosoff
                            
                            67
                            
                            President,
      Chief Financial Officer and DirectorLouis
      Sagar
                            
                            53
                            
                            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.


24





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 is currently enrolled at New York University
part time to earn a Professional certificate in Accounting.





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 a total of _2_ times during fiscal 2009.




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 $0.42 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 2009 (the “named executive officers”), for services as executive officers
for the last three fiscal years.


25


Summary
Compensation Table




Name & Principal
                                          Position
                                        
                                        FY
                                          Year
                                        
                                        Salary ($)
                                        
                                        
                                        Bonus ($)
                                        
                                        
                                        Stock Awards($)
                                        
                                        
                                        Option
                                          Awards ($)
                                        
                                        Non-Equity
                                          Incentive
                                          Plan
                                          Compensation ($)
                                        
                                        Change in
      Pension Value and Non-Qualified Deferred Compensation
      Earnings ($)
                                        
                                        All Other
                                          Compensation
      ($)
                                        
                                        
                                        Total ($)Nicholas Maturo
      (1)
                                        
                                        2009
                                        
                                        $
                                        281,250
                                        (1)
                                        
                                        $
                                        500,000
                                        (3)
                                        
                                        $
                                        550,000
                                        
                                        
                                        
                                        614,
      550
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        $
                                        1,945,800William 
      Kosoff (2)
                                        
                                        2009
                                        
                                        $
                                        150,000
                                        (2)
                                        
                                        $
                                        45,000
                                        (4)
                                        
                                        
                                        
                                        
                                        
                                        $
                                        209,850
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        $
                                        404,850





(1)  $56,250
of 2009 compensation was deferred during the 2009 fiscal year and has been
accrued to be paid in FY2010 or converted to stock. $149,273 of FY 2009
compensation was paid in stock at the rate of $0.07 per
share.





(2)
$37,500 of 2009 compensation was deferred during the 2009 fiscal year and has
been accrued to be paid in FY2010. $118,250 of FY 2009 compensation was paid in
stock at the rate of $0.07 per share.





(3)
$500,000 bonus paid in stock at the rate of $0.07 per share which was converted
into 7,142,858 shares of restricted common stock.





(4)
$45,000 bonus paid in stock at the rate of $0.07 per share which was converted
into 642,857 shares of restricted common stock.





Outstanding
Equity Awards at Fiscal Year-End Table.





Option Awards
                                                          
                                                          Stock AwardsName
                                                          
                                                          Number
                                                            of
                                                            Securities
                                                            Underlying
                                                            Unexercised
                                                            Options
                                                            (#)
                                                            Exercisable
                                                          
                                                          
                                                          Number
                                                            of
                                                            Securities
                                                            Underlying
                                                            Unexercised
                                                            Options
                                                            (#)
                                                            Unexercisable
                                                          
                                                          Equity
                                                            Incentive
                                                            Plan
                                                            Awards:
                                                            Number
                                                            of
                                                            Securities
                                                            Underlying
                                                            Unexercised
                                                            Unearned
                                                            Options
                                                            (#)
                                                          
                                                          Option
                                                            Exercise
                                                            Price
                                                            ($)
                                                          
                                                          Option
                                                            Expiration
                                                            Date
                                                          
                                                          Number
                                                            of
                                                            Shares
                                                            or Units
                                                            of Stock
                                                            That
                                                            Have
                                                            Not
                                                            Vested
                                                            (#)
                                                          
                                                          Market
                                                            Value of
                                                            Shares
                                                            or
                                                            Units of
                                                            Stock
                                                            That
                                                            Have
                                                            Not
                                                            Vested
                                                            ($)
                                                          
                                                          Equity
                                                            Incentive
                                                            Plan
                                                            Awards:
                                                            Number
                                                            of
                                                            Unearned
                                                            Shares,
                                                            Units or
                                                            Other Rights
                                                            That Have
                                                            Not
                                                            Vested
                                                            (#)
                                                          
                                                          Equity
                                                            Incentive
                                                            Plan
                                                            Awards:
                                                            Market or
                                                            Payout
                                                            Value
                                                            of
                                                            Unearned
                                                            Shares,
                                                            Units or
                                                            Other
                                                            Rights
                                                            That Have
                                                            Not
                                                            Vested
                                                            ($)Ron
      Firmin
                                                          
                                                          
                                                          1,330,490
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          $
                                                          0.25
                                                          
                                                          7/14/09Nicholas
      Maturo
                                                          
                                                          
                                                          4,500,000
                                                          
                                                          
                                                          
                                                          1,500,000
                                                          
                                                          
                                                          
                                                          $
                                                          0.41
                                                          
                                                          1/24/17William
      Kosoff
                                                          
                                                          
                                                          2,000,000
                                                          
                                                          
                                                          
                                                          1,000,000
                                                          
                                                          
                                                          
                                                          $
                                                          0.42
                                                          
                                                          2/7/17


26


Employment
Agreements





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


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





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





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





On
February 1, 2009 the Board of Directors and Mr. Maturo agreed to freeze his
compensation at $225,000 per year 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 salary originally in
the revised employment agreement over and above the $225,000 annual rate is not
being accrued.





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





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





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





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





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





On
February 6, 2007 the Company entered into a 2 year employment contract with
William Kosoff as President and CFO. Mr. Kosoff remains a Director of the
Company and also serves as Treasurer and Secretary of the Corporation. The
contract provides the first year’s annual salary of $150,000 with annual
increases and performance based bonuses. In addition the contract awards stock
options of 1,500,000 shares with 500,000 vesting upon signing and the balance
vesting over the life of the contract. This contract automatically renewed for a
successive 2 year term as of February 6th
2009.





On
January 15, 2008 the company entered into employment agreements with the key
management of the acquired entities of Razor Data, LLC and Investmenet tools and
Training, LLC (ITT). Each contract provides a base salary of $150,000 plus
annual bonuses to be determined by the CEO and the Board of Directors. The
agreements are for 3 years and contain severance pay provisions for up to the
remaining salary for three years if terminated by the company without cause or
by the employee if for “Good Reason, or six (6) months salary, whichever is
greater. The contracts contain Non-Compete covenants as well as providing
ownership of “Inventions” pertaining to the business of the
Company.


27





The key
personnel and their respective positions are listed below:





Rhett
Andersen, Vice President of Development, Razor Data


Bart
Coon, Vice President of Corporate Strategy, ITT.


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
                            
                            
                            18,775,328
                            
                            
                            
                            6.01
                            %William
      C. Kosoff (3)
                            
                            
                            6,795,105
                            
                            
                            
                            2.18
                            %Louis
      Sagar
                            
                            
                            1,770,254
                            
                            
                            
                            0.57
                            %Kays
      Creek Capital Inc. – Ryan Smith and Chad Miller
                            
                            
                            16,726,667
                            
                            
                            
                            5.36
                            %Secure
      Acquisition Financial Entity, LP
                            
                            
                            15,720,000
                            
                            
                            
                            5.04
                            %RABI
      LLC- Bart Coon
                            
                            
                            38,533,370
                            
                            
                            
                            12.34
                            %Newsgrade
      Corporation
                            
                            
                            39,251,356
                            
                            
                            
                            12.57
                            %All
      Officers and Directors as a group (3 Persons)
                            
                            
                            27,340,687
                            
                            
                            
                            8.75
                            %







(1)
            Except as otherwise indicated,
      the address of each beneficial owner is c/o Global Investor Services,
      Inc., 110 William Street, 22ndfloor, New York, New York,
      10038.





(2)
            Applicable percentage ownership
      is based on 312,214,800 shares of common stock outstanding as of March 31,
      2009, 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.





(3)
            Includes 987,655 shares owned by
      Blue Line Communications, an entity controlled by Mr.
      Kosoff.





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





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





The
Company advanced funds to a related party. The advance was non-interest bearing
and has no repayment terms. The related party is  NewsGrade
Corporation related to the Company through common ownership. At March 31, 2009
the balance was $147,600. On March 31, 2009 management elected to forgive this
debt as uncollectable and thus wrote it off the books.


28




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, 2009 and 2008 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, 2009
                        
                        
                        March 31, 2008(i)
                        Audit
      Fees
                        
                        $
                        182,600
                        
                        
                        $
                        240,008(ii)
                        Audit
      Related Fees
                        
                        
                        
                        
                        
                        
                        -(iii)
                        Tax
      Fees
                        
                        
                        
                        
                        
                        
                        -(iv)
                        All
      Other Fees
                        
                        
                        
                        
                        
                        
                        -Totals
                        
                        $
                        182,600
                        
                        
                        $
                        240,,008




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





AUDIT-RELATED
FEES. Consists of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of 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.


29




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 Unaditied financial statements for the three months
      period ended June 30,2006 (Incorporated by reference to Exhibit 10.1 to
      the Company’s Form 8-K filed on October 2,
  2006).





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





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





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




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





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





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





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





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





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





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





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




32.1
            Certification
      of the Principal Executive Officer 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.




30





SIGNATURES





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




GLOBAL
      INVESTOR SERVICES, INC.Dated:
      June 29, 2009
              By:
              /s/ Nicholas
      S. MaturoNicholas S. MaturoChief
      Executive Officer(Principal
      Executive Officer)




Dated:
      June 29, 2009
            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 andChairman
      of the Board
                                                              
                                                              June
      29, 2009Nicholas
      S. Maturo
                                                              
                                                              (Principal
      Executive Officer)/s/
      William Kosoff
                                                              
                                                              Chief
      Financial Officer andDirector
                                                              
                                                              June
      29, 2009William
      Kosoff
                                                              
                                                              (Principal
      Financial Officer)/s/
      Louis Sagar
                                                              
                                                              Director
                                                              
                                                              June
      29, 2009Louis
      Sagar


31





SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





WASHINGTON,
D.C. 20549





CONSOLIDATED
FINANCIAL STATEMENTS





MARCH
31, 2009 AND 2008





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, 2009 and 2008
                
                
                F-3Consolidated
      Statement Of Losses For The Years Ended March 31, 2009 and
      2008
                
                
                F-4Consolidated
      Statement Of (Deficiency In) Stockholders’ Equity For The Two Years Ended
      March 31, 2009
                
                
                F-5Consolidated
      Statement Of Cash Flows For The Years Ended March 31, 2009 and
      2008
                
                
                F-9Notes
      To Consolidated Financial Statements
                
                F-10
      ~F-40


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, 2009 and 2008 and the related
consolidated statements of losses, (deficiency in) stockholders’ equity, and
cash flows for each of the two years in the period ended March 31, 2009. 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,
2009 and 2008, and the results of its operations and its cash flows for each of
the two years in the period ended March 31, 2009, 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 16, the
Company has suffered recurring losses from operations and has a net accumulated
deficiency as of March 31, 2009, 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 16. 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 29, 2009


F-2


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


CONSOLIDATED
BALANCE SHEETS


MARCH
31, 2009 AND 2008





2009
                    
                    
                    2008ASSETSCurrent
      assets:Cash
      and cash equivalents
                    
                    $
                    75,259
                    
                    
                    $
                    179,829Accounts
      receivable, net
                    
                    
                    -
                    
                    
                    
                    601,102Unbilled
      revenue
                    
                    
                    -
                    
                    
                    
                    294,675Deferred
      costs
                    
                    
                    17,373
                    
                    
                    
                    84,952Employee
      advances
                    
                    
                    6,550
                    
                    
                    
                    18,750Due
      from related party
                    
                    
                    -
                    
                    
                    
                    147,600Prepaid
      expenses
                    
                    
                    -
                    
                    
                    
                    6,064Other
      current assets
                    
                    
                    1,432
                    
                    
                    
                    1,911Total
      current assets
                    
                    
                    100,614
                    
                    
                    
                    1,334,883Property,
      plant and equipment, net of accumulated depreciation of $940,754 and
      $169,198 as of March 31, 2009 and 2008, respectively
                    
                    
                    2,007,025
                    
                    
                    
                    2,778,581Other
      assets:Capitalized
      finance costs, net of amortization of $233,134
                    
                    
                    67,962
                    
                    
                    
                    -Deposits
                    
                    
                    85,927
                    
                    
                    
                    33,800Customers
      list, net of accumulated amortization of  $201,287 and $34,705
      as of March 31, 2009 and  2008, respectively
                    
                    
                    298,460
                    
                    
                    
                    465,042Goodwill
                    
                    
                    -
                    
                    
                    
                    27,233,173Total
      assets
                    
                    $
                    2,559,988
                    
                    
                    $
                    31,845,479LIABILITIES
      AND (DEFICIENCY IN) STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued liabilities
                    
                    $
                    1,271,211
                    
                    
                    $
                    1,693,005Deferred
      revenue
                    
                    
                    108,048
                    
                    
                    
                    804,452Due
      to related party
                    
                    
                    130,701
                    
                    
                    
                    158,789Advances
      payable
                    
                    
                    199,474
                    
                    
                    
                    -Convertible
      debentures, current portion
                    
                    
                    200,000
                    
                    
                    
                    1,600,000Notes
      payable, current portion
                    
                    
                    382,085
                    
                    
                    
                    284,508Total
      current liabilities
                    
                    
                    2,291,519
                    
                    
                    
                    4,540,754Long
      term debt:Convertible
      debentures, long term portion
                    
                    
                    2,016,949
                    
                    
                    
                    17,667Convertible
      debentures, long term portion-related party
                    
                    
                    1,333,333
                    
                    
                    
                    3,958,333Total
      liabilities
                    
                    
                    5,641,801
                    
                    
                    
                    8,516,754(DEFICIENCY
      IN) STOCKHOLDERS'  EQUITYCommon
      stock, par value $0.001; 700,000,000 shares authorized; 312,214,800 and
      237,602,806 issued and outstanding as of March 31, 2009 and 2008,
      respectively
                    
                    
                    312,215
                    
                    
                    
                    237,603Additional
      paid in capital
                    
                    
                    42,071,980
                    
                    
                    
                    32,240,750Subscription
      received
                    
                    
                    500,000
                    
                    
                    
                    -Common
      shares to be issued
                    
                    
                    4,696,878
                    
                    
                    
                    4,521,000Deferred
      compensation
                    
                    
                    (977,886
                    )
                    
                    
                    -Accumulated
      deficit
                    
                    
                    (49,685,000
                    )
                    
                    
                    (13,670,628
                    )Total
      stockholders' equity
                    
                    
                    (3,081,813
                    )
                    
                    
                    23,328,725Total
      liabilities and (deficiency in) stockholders' equity
                    
                    $
                    2,559,988
                    
                    
                    $
                    31,845,479





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 LOSSES


YEARS
ENDED MARCH 31, 2009 AND 2008





2009
                
                
                2008Revenue,
      net:Subscription
      revenue
                
                $
                1,543,903
                
                
                $
                692,984Training
      revenue
                
                
                1,031,903
                
                
                
                256,134Services
      and other
                
                
                11,546
                
                
                
                22,402Total
      revenue
                
                
                2,587,352
                
                
                
                971,520Cost
      of revenue
                
                
                2,431,115
                
                
                
                1,028,605Gross
      profit (loss)
                
                
                156,237
                
                
                
                (57,085
                )Operating
      costs:Selling,
      general and administrative
                
                
                6,057,215
                
                
                
                4,761,491Impairment
      loss
                
                
                27,233,173
                
                
                
                -Depreciation
      and amortization
                
                
                938,139
                
                
                
                198,725Total
      operating expenses
                
                
                34,228,527
                
                
                
                4,960,216Net
      loss from operations
                
                
                (34,072,290
                )
                
                
                (5,017,301
                )Other
      income (expense):Interest,
      net
                
                
                (1,947,635
                )
                
                
                (2,356,720
                )Other
                
                
                5,553
                
                
                
                (388
                )Net
      loss before provision for income taxes
                
                
                (36,014,372
                )
                
                
                (7,374,409
                )Income
      taxes (benefit)
                
                
                -
                
                
                
                -NET
      LOSS
                
                $
                36,014,372
                
                
                $
                (7,374,409
                )Loss
      per common share-basic and assuming fully diluted
                
                $
                (0.14
                )
                
                $
                (0.04
                )Weighted
      average number of common shares outstanding-basic and assuming fully
      diluted
                
                
                260,533,573
                
                
                
                166,722,981





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, 2009





Additional
                                                                              
                                                                              
                                                                              Common shares
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              AccumulatedSubscription
                                                                              
                                                                              
                                                                              Common stock
                                                                              
                                                                              
                                                                              Paid in
                                                                              
                                                                              
                                                                              To be issued
                                                                              
                                                                              
                                                                              Deferred
                                                                              
                                                                              
                                                                              DeferredAmount
                                                                              
                                                                              
                                                                              Shares
                                                                              
                                                                              
                                                                              Amount
                                                                              
                                                                              
                                                                              Capital
                                                                              
                                                                              
                                                                              Shares
                                                                              
                                                                              
                                                                              Amount
                                                                              
                                                                              
                                                                              Compensation
                                                                              
                                                                              
                                                                              Deficit
                                                                              
                                                                              
                                                                              TotalBalance,
      April 1, 2007
                                                                              
                                                                              $
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              141,735,432
                                                                              
                                                                              
                                                                              $
                                                                              141,735
                                                                              
                                                                              
                                                                              $
                                                                              5,006,817
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              $
                                                                              -
                                                                              
                                                                              
                                                                              $
                                                                              -
                                                                              
                                                                              
                                                                              $
                                                                              (6,296,219
                                                                              )
                                                                              
                                                                              $
                                                                              (1,147,667
                                                                              )Sale
      of common stock in April 2007
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              1,905,000
                                                                              
                                                                              
                                                                              
                                                                              1,905
                                                                              
                                                                              
                                                                              
                                                                              474,345
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              476,250Common
      stock issued in April 2007 in exchange for convertible
      debenture
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              1,800,000
                                                                              
                                                                              
                                                                              
                                                                              1,800
                                                                              
                                                                              
                                                                              
                                                                              448,200
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              450,000Common
      stock issued in April 2007 for services rendered at $0.47 per
      share
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              510,000
                                                                              
                                                                              
                                                                              
                                                                              510
                                                                              
                                                                              
                                                                              
                                                                              239,190
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              239,700Common
      stock issued in April 2007 in connection with marketing event at $0.47 per
      share
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              300
                                                                              
                                                                              
                                                                              
                                                                              1
                                                                              
                                                                              
                                                                              
                                                                              140
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              141Common
      stock issued in May 2007 in connection with financing costs attributable
      to convertible debt
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              1,950,000
                                                                              
                                                                              
                                                                              
                                                                              1,950
                                                                              
                                                                              
                                                                              
                                                                              700,050
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              702,000Beneficial
      conversion feature on convertible debt in connection with issuance of
      common stock in October 2007
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              375,000
                                                                              
                                                                              
                                                                              
                                                                              375
                                                                              
                                                                              
                                                                              
                                                                              249,625
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              250,000Common
      stock issued in October 2007 for services rendered at $0.18 per
      share
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              250,000
                                                                              
                                                                              
                                                                              
                                                                              250
                                                                              
                                                                              
                                                                              
                                                                              44,750
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              45,000Common
      stock issued in November 2007 for services rendered at $0.25 per
      share
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              425,300
                                                                              
                                                                              
                                                                              
                                                                              425
                                                                              
                                                                              
                                                                              
                                                                              105,900
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              106,325Common
      stock issued in December 2007 for services rendered at $0.09 per
      share
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              500,000
                                                                              
                                                                              
                                                                              
                                                                              500
                                                                              
                                                                              
                                                                              
                                                                              89,500
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              90,000Common
      stock issued in January 2008 in settlement of accrued interest on
      convertible debentures
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              685,108
                                                                              
                                                                              
                                                                              
                                                                              685
                                                                              
                                                                              
                                                                              
                                                                              136,337
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              137,022Common
      stock issued in connection with the acquisition of ITT in January
      2008
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              54,600,000
                                                                              
                                                                              
                                                                              
                                                                              54,600
                                                                              
                                                                              
                                                                              
                                                                              13,595,400
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              13,650,000Subtotal
                                                                              
                                                                              $
                                                                              -
                                                                              
                                                                              
                                                                              
                                                                              204,736,140
                                                                              
                                                                              
                                                                              $
                                                                              204,736
                                                                              
                                                                              
                                                                              $
                                                                              21,090,254
                                                                              
                                                                              
                                                                              
                                                                              -
                                                                              
                                                                              
                                                                              $
                                                                              -
                                                                              
                                                                              
                                                                              $
                                                                              -
                                                                              
                                                                              
                                                                              $
                                                                              (6,296,219
                                                                              )
                                                                              
                                                                              $
                                                                              14,998,771





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, 2009




Additional
                              
                              
                              Common
      sharesSubscription
                              
                              
                              Common
      stock
                              
                              
                              Paid
      in
                              
                              
                              To
      be issued
                              
                              
                              Deferred
                              
                              
                              AccumulatedAmount
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Capital
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Compensation
                              
                              
                              Deficit
                              
                              
                              TotalBalance
      forward
                              
                              $
                              -
                              
                              
                              
                              204,736,140
                              
                              
                              $
                              204,736
                              
                              
                              $
                              21,090,254
                              
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              (6,296,219
                              )
                              
                              $
                              14,998,771Common
      stock to be issued in connection with acquisition of ITT in January
      2008
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              12,000,000
                              
                              
                              
                              3,000,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              3,000,000Common
      stock issued in connection with the acquisition of Razor in January
      2008
                              
                              
                              
                              
                              
                              
                              32,000,000
                              
                              
                              
                              32,000
                              
                              
                              
                              7,968,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              8,000,000Common
      stock to be issued in connection with acquisition of Razor in January
      2008
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              6,000,000
                              
                              
                              
                              1,500,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,500,000Beneficial
      conversion feature on convertible debt in connection with issuance of
      common stock in March 2008
                              
                              
                              
                              
                              
                              
                              200,000
                              
                              
                              
                              200
                              
                              
                              
                              37,800
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              38,000Common
      stock issued in March 2008 in exchange for convertible
      debenture
                              
                              
                              
                              
                              
                              
                              666,666
                              
                              
                              
                              667
                              
                              
                              
                              99,333
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              100,000Beneficial
      conversion feature on convertible debt in connection with issuance of
      common stock in March 2008
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              100,000
                              
                              
                              
                              21,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              21,000Beneficial
      conversion feature on convertible debentures
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,700,429
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,700,429Fair
      value of warrants issued in settlement of debt
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              393,750
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              393,750Fair
      value of warrants issued in exchange for services rendered
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              60,904
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              60,904Fair
      value of vested options issued to employees
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              824,400
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              824,400Fair
      value of vested options issued to consultants for services
      rendered
                              
                              
                              
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              65,880
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              65,880Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (7,374,409
                              )
                              
                              
                              (7,374,409
                              )Balance,
      March 31, 2008
                              
                              $
                              -
                              
                              
                              
                              237,602,806
                              
                              
                              $
                              237,603
                              
                              
                              $
                              32,240,750
                              
                              
                              
                              18,100,000
                              
                              
                              $
                              4,521,000
                              
                              
                              $
                              -
                              
                              
                              $
                              (13,670,628
                              )
                              
                              $
                              23,328,725





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


F-6





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM., INC)


CONSOLIDATED
STATEMENT OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY


FOR
THE TWO YEARS ENDED MARCH 31, 2009





Additional
                                                                                                        
                                                                                                        
                                                                                                        Common
      sharesSubscription
                                                                                                        
                                                                                                        
                                                                                                        Common
      stock
                                                                                                        
                                                                                                        
                                                                                                        Paid
      in
                                                                                                        
                                                                                                        
                                                                                                        To
      be issued
                                                                                                        
                                                                                                        
                                                                                                        Deferred
                                                                                                        
                                                                                                        
                                                                                                        AccumulatedAmount
                                                                                                        
                                                                                                        
                                                                                                        Shares
                                                                                                        
                                                                                                        
                                                                                                        Amount
                                                                                                        
                                                                                                        
                                                                                                        Capital
                                                                                                        
                                                                                                        
                                                                                                        Shares
                                                                                                        
                                                                                                        
                                                                                                        Amount
                                                                                                        
                                                                                                        
                                                                                                        Compensation
                                                                                                        
                                                                                                        
                                                                                                        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
      debenture
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        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 debentures
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        466,667
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        466
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        69,534
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        70,000Common
      stock issued in June 2008 as deferred compensation
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        2,500,000
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        2,500
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        272,500
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        (275,000
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -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
      debenture
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        500,000
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        500
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        60,105
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        (500,000
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        (60,605
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -Common
      stock issued in September 2008 in exchange for convertible
      debentures
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        875,000
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        875
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        74,125
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        75,000Common
      stock issued in September 2008 in settlement of accrued interest on
      convertible debentures
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        986,472
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        987
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        118,556
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        119,543Common
      stock issued in September 2008 as deferred compensation
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1,100,000
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1,100
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        109,900
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        (111,000
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -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
      debentures
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        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
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        434,000
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        (440,000
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        -Subtotal
                                                                                                        
                                                                                                        $
                                                                                                        500,000
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        269,092,693
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        269,093
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        35,262,768
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        18,000,000
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        4,500,000
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        (826,000
                                                                                                        )
                                                                                                        
                                                                                                        $
                                                                                                        (13,670,628
                                                                                                        )
                                                                                                        
                                                                                                        $
                                                                                                        26,035,233





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 (DEFICIENCY IN) STOCKHOLDERS' EQUITY


FOR
THE TWO YEARS ENDED MARCH 31, 2009




Additional
                                                                            
                                                                            
                                                                            Common
      sharesSubscription
                                                                            
                                                                            
                                                                            Common
      stock
                                                                            
                                                                            
                                                                            Paid
      in
                                                                            
                                                                            
                                                                            To
      be issued
                                                                            
                                                                            
                                                                            Deferred
                                                                            
                                                                            
                                                                            AccumulatedAmount
                                                                            
                                                                            
                                                                            Shares
                                                                            
                                                                            
                                                                            Amount
                                                                            
                                                                            
                                                                            Capital
                                                                            
                                                                            
                                                                            Shares
                                                                            
                                                                            
                                                                            Amount
                                                                            
                                                                            
                                                                            Compensation
                                                                            
                                                                            
                                                                            Deficit
                                                                            
                                                                            
                                                                            TotalBalance
      forward
                                                                            
                                                                            $
                                                                            500,000
                                                                            
                                                                            
                                                                            
                                                                            269,092,693
                                                                            
                                                                            
                                                                            $
                                                                            269,093
                                                                            
                                                                            
                                                                            $
                                                                            35,262,768
                                                                            
                                                                            
                                                                            
                                                                            18,000,000
                                                                            
                                                                            
                                                                            $
                                                                            4,500,000
                                                                            
                                                                            
                                                                            $
                                                                            (826,000
                                                                            )
                                                                            
                                                                            $
                                                                            (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
                                                                            
                                                                            
                                                                            
                                                                            250,000
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (255,000
                                                                            )
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -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
                                                                            
                                                                            
                                                                            
                                                                            348,450
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (353,500
                                                                            )
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -Common
      stock issued in March 2009 in exchange for convertible
      debentures
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            14,300,000
                                                                            
                                                                            
                                                                            
                                                                            14,300
                                                                            
                                                                            
                                                                            
                                                                            3,560,700
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            3,575,000Beneficial
      conversion feature on convertible debt in connection with common stock to
      be issued
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (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 debentures
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            403,978
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            403,978Fair
      value of vested options issued to employees
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            785,425
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            785,425Amortization
      of deferred compensation
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            456,614
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            456,614Gain
      on debt forgiveness, related party
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            333,333
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            333,333Net
      loss
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (36,014,372
                                                                            )
                                                                            
                                                                            
                                                                            (36,014,372
                                                                            )Balance,
      March 31, 2009
                                                                            
                                                                            $
                                                                            500,000
                                                                            
                                                                            
                                                                            
                                                                            312,214,800
                                                                            
                                                                            
                                                                            $
                                                                            312,215
                                                                            
                                                                            
                                                                            $
                                                                            42,071,980
                                                                            
                                                                            
                                                                            
                                                                            21,600,000
                                                                            
                                                                            
                                                                            $
                                                                            4,696,878
                                                                            
                                                                            
                                                                            $
                                                                            (977,886
                                                                            )
                                                                            
                                                                            $
                                                                            (49,685,000
                                                                            )
                                                                            
                                                                            $
                                                                            (3,081,813
                                                                            )





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


F-8


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


CONSOLIDATED
STATEMENT OF CASH FLOWS


YEARS
ENDED MARCH 31, 2009 AND 2008





2009
                
                
                2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (36,014,372
                )
                
                $
                (7,374,409
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                
                
                938,138
                
                
                
                198,725Common
      stock issued for services rendered
                
                
                2,369,797
                
                
                
                481,166Beneficial
      conversion features in connection with the issuance of convertible
      debentures
                
                
                1,206,895
                
                
                
                1,637,429Fair
      value of vested options issued for services rendered
                
                
                785,425
                
                
                
                890,280Fair
      value of warrants issued in connection with debt
                
                
                -
                
                
                
                454,654Amortization
      of financing costs
                
                
                233,134
                
                
                
                -Amortization
      of deferred compensation
                
                
                456,614
                
                
                
                -Impairment
      of goodwill
                
                
                27,233,173
                
                
                
                -(Increase)
      decrease in:Accounts
      receivable
                
                
                601,102
                
                
                
                (271,174
                )Unbilled
      revenue
                
                
                294,675
                
                
                
                (102,106
                )Deferred
      costs
                
                
                67,579
                
                
                
                8,562Employee
      advances
                
                
                12,200
                
                
                
                (18,750
                )Due
      from related party
                
                
                147,600
                
                
                
                -Other
      assets
                
                
                (45,584
                )
                
                
                (8,981
                )Increase
      (decrease) in:Accounts
      payable and accrued liabilities
                
                
                361,408
                
                
                
                1,335,877Deferred
      revenue
                
                
                (696,404
                )
                
                
                766,298Net
      cash used in operating activities:
                
                
                (2,048,620
                )
                
                
                (2,002,429
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Acquisition
      of fixed assets
                
                
                -
                
                
                
                (17,679
                )Net
      cash received in conjunction with acquisition of ITT
                
                
                -
                
                
                
                83,807Net
      cash received in conjunction with acquisition of Razor
                
                
                -
                
                
                
                3,856Investments
      acquired
                
                
                -
                
                
                
                (1,911
                )Net
      cash provided by (used in) investing activities:
                
                
                -
                
                
                
                68,073CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from sale of common stock
                
                
                -
                
                
                
                476,250Proceeds
      from advances
                
                
                999,561
                
                
                
                -Proceeds
      from subscription
                
                
                500,000
                
                
                
                -Proceeds
      from issuance of convertible debentures
                
                
                275,000
                
                
                
                1,750,000Proceeds
      from notes payable
                
                
                200,000
                
                
                
                -Repayments
      of notes payable, related party
                
                
                (2,423
                )
                
                
                (93,878
                )Repayments
      of related party advances, net
                
                
                (28,088
                )
                
                
                (32,798
                )Net
      cash provided by financing activities
                
                
                1,944,050
                
                
                
                2,099,574Net
      (decrease) increase in cash and cash equivalents
                
                
                (104,570
                )
                
                
                165,218Cash
      and cash equivalents-beginning of period
                
                
                179,829
                
                
                
                14,611Cash
      and cash equivalents-end of period
                
                $
                75,259
                
                
                $
                179,829SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCash
      paid during the period for:Interest
                
                $
                -
                
                
                $
                -Income
      taxes
                
                $
                -
                
                
                $
                -Common
      stock issued for services rendered
                
                $
                2,369,797
                
                
                $
                481,166Beneficial
      conversion feature attributable to convertible debentures
                
                $
                1,206,895
                
                
                $
                1,637,429Fair
      value of vested options issued for services rendered
                
                $
                785,425
                
                
                $
                890,280Fair
      value of warrants issued in connection with debt
                
                $
                101,183
                
                
                $
                454,654Common
      stock issued in conjunction with acquisition of ITT
                
                $
                -
                
                
                $
                13,650,000Common
      stock issued in conjunction with acquisition of Razor
                
                $
                -
                
                
                $
                8,000,000





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


F-9





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND
2008





1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES





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





Business
and basis of Presentation





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 that provide financial and educational information to its prospective
customers and to its subscribers. During the year ended March 31, 2008, the
Company transitioned from a development stage enterprise to an
operating company. While the Company has generated revenues from its
sale of products, the Company has incurred expenses, and sustained losses.
Consequently, its operations are subject to all risks inherent in the
establishment of a new business enterprise. As of March 31, 2009, the Company
has accumulated losses of $49,685,000.





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





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





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





Acquisition
of ITT





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





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





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




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


F-10


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





1.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Acquisition
of ITT (continued)





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




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





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




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




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




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





Acquisition
of Razor





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





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





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




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




In
accordance with SFAS No. 141, the total purchase price was allocated to the
estimated fair value, as determined by management, of the assets acquired and
liabilities assumed, as follows:   F-11


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





1.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Acquisition
of Razor (continued)




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





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




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




The
following unaudited pro forma results of operations of the Company for the year
ended March 31, 2008 assumes that the acquisition of ITT occurred on April 1,
2007. These unaudited pro forma results may not be representative of the actual
results of operations or results of operations in future
years.




For the Year
                    Ended March
      31,2008(unaudited)Revenue
                  
                  $
                  5,573,488Net
      Income ( loss)
                  
                  
                  (2,691,615
                  )Income
      (Loss) per common share
                  
                  
                  (0.02
                  )





Revenue
Recognition





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


F-12


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





1.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Revenue
Recognition (continued)





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





Product
                
                Recognition
      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 initial product periodWebsite/data
      fees (monthly)
                
                Not
      Deferred, recognized in the month deliveredWebsite/data
      fees (pre-paid subscriptions)
                
                Deferred
      and recognized on a straight-line basis over the subscription
      period





As of
March 31, 2009 and 2008, the Company’s deferred revenue was $108,048 and
$804,452, respectively





Use
of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.


F-13





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





1.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





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 $5,035
and $34,331 for the years ended March 31, 2009 and 2008,
respectively.





Research
and Development





The
Company accounts for research and development costs in accordance with the
Financial Accounting Standards Board’s Statement of Financial Accounting
Standards No. 2 (“SFAS 2”), “Accounting for Research and Development Costs.”
Under SFAS 2, all research and development costs must be charged to expense as
incurred. Accordingly, internal research and development costs are expensed as
incurred. Third-party research and developments costs are expensed when the
contracted work has been performed or as milestone results have been achieved.
Company-sponsored research and development costs related to both present and
future products are expensed in the period incurred. For the years ended March
31, 2009 and 2008, the Company’s expenditures on research and product
development were immaterial.




Reclassification




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





Intangible
Assets and Goodwill





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





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




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




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





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


F-14





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





1.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Intangible
Assets and Goodwill (continued)





Total
identifiable intangible assets acquired in the acquisition of ITT and Razor and
their carrying values at March 31, 2009 are:





Gross Carrying
                  Amount
                
                
                Accumulated
                  Amortization
                
                
                Net
                
                
                Residual
                  Value
                
                
                Weighted average
                  Amortization Period
                  (Years)Amortized
      Identifiable intangible assets:Customer/subscriber
      lists-Razor
                
                $
                499,747
                
                
                $
                (201,287
                )
                
                $
                298,460
                
                
                $
                -0-
                
                
                
                3Software
      license-Razor
                
                
                1,244,000
                
                
                
                (250,528
                )
                
                
                993,472
                
                
                
                -0-
                
                
                
                6Software
      ITT
                
                
                1,676,000
                
                
                
                (675,056
                )
                
                
                1,000,944
                
                
                
                -0-
                
                
                
                3Unamortized
      Identifiable Assets
                
                NONETotal
                
                $
                3,419,747
                
                
                $
                (1,126,871
                )
                
                $
                2,292,876
                
                
                $
                -0-





Total
amortization expense charged to operations for the years ended March 31, 2009
and 2008 was $932,583 and $282,325, respectively. Estimated amortization expense
as of March 31, 2009 is as follows:




Year
      ended March 31,2010
                        
                        $
                        932,5822011
                        
                        
                        781,4882012
                        
                        
                        207,3332013
                        
                        
                        207,3332014 and after
                        
                        
                        164,140Total
                        
                        $
                        2,292,876





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


F-15


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Fair
value of financial instruments


On
January 1, 2008, the Company adopted SFAS No. 157, “Fair Value
Measurements” (SFAS No. 157) as amended by FASB Statement of Position (FSP)
FAS 157-1 and FSP FAS 157-2. SFAS No. 157 defines fair value, establishes a
framework for measuring fair value, and enhances fair value measurement
disclosure. FSP FAS 157-2 delays, until the first quarter of fiscal year 2009,
the effective date for SFAS No. 157 for all non-financial assets and
non-financial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually). The
adoption of SFAS No. 157 did not have a material impact on the Company’s
financial position or operations.




Concentrations
of Credit Risk




Financial
instruments and related items which potentially subject the Company to
concentrations of credit risk consist primarily of cash, cash equivalents and
trade receivables. The Company places its cash and temporary cash investments
with credit quality institutions. At times, such investments may be in excess of
the FDIC insurance limit. The Company periodically reviews its trade receivables
in determining its allowance for doubtful accounts. The allowance for refunds
was $-0- and $6,200 at March 31, 2009 and 2008, respectively.




Website
Development Costs





The
Company recognizes website development costs in accordance with Emerging Issue
Task Force ("EITF") No. 00-02, "Accounting for Website Development Costs." As
such, the Company expenses all costs incurred that relate to the planning and
post implementation phases of development of its website. Direct costs incurred
in the development phase are capitalized and recognized over the estimated
useful life. Costs associated with repair or maintenance for the website are
included in cost of net revenues in the current period expenses. During the
years ended March 31, 2009 and 2008, the Company did not capitalize any costs
associated with the website development.




Software
Development Costs




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




Stock-Based
Compensation





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





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




For the
years ended March 31, 2009 and 2008, the Company did not grant stock options to
employees and consultants. The fair value of options granted in previous years
vesting during the years ended March 31, 2009 and 2008 of $785,425 and $824,400
was recorded as a current period charge to earnings, respectively.





F-16





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





1.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Segment
Information





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





Income
taxes




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




Comprehensive
Income (Loss)





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





Liquidity





As shown
in the accompanying consolidated financial statements, the Company incurred a
net loss of $36,014,372 for the year ended March 31, 2009. The Company's current
liabilities exceeded its current assets by $2,190,905 as of March 31,
2009.





Cash
and Cash Equivalents





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





Loss
per Share





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


F-17


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent
accounting pronouncements





In
December 2007, the FASB issued SFAS No. 141(R), "Business Combinations"
("SFAS No. 141(R)"), which establishes principles and requirements for how
an acquirer recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in an
acquiree, including the recognition and measurement of goodwill acquired in a
business combination. SFAS No. 141R is effective as of the beginning of the
first fiscal year beginning on or after December 15, 2008. Earlier adoption
is prohibited. The Company does not expect the adoption of SFAS No. 141R in 2009
will have a material effect on its consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interest in
Consolidated Financial Statements, an amendment of ARB No. 51”
(“SFAS No. 160”), which will change the accounting and reporting for
minority interests, which will be recharacterized as noncontrolling interests
and classified as a component of equity within the consolidated balance sheets.
SFAS No. 160 is effective as of the beginning of the first fiscal year beginning
on or after December 15, 2008. Earlier adoption is prohibited. The Company
does not expect the adoption of SFAS No. 160 in 2009 to have a material effect
on its consolidated financial position, results of operations or cash
flows.





In
December 2007, the FASB ratified the consensus in Emerging Issues Task Force
(EITF) Issue No. 07-1, “Accounting for Collaborative Arrangements”
(EITF 07-1). EITF 07-1 defines collaborative arrangements and requires
collaborators to present the result of activities for which they act as the
principal on a gross basis and report any payments received from (made to) the
other collaborators based on other applicable authoritative accounting
literature, and in the absence of other applicable authoritative literature, on
a reasonable, rational and consistent accounting policy is to be elected.
EITF 07-1 also provides for disclosures regarding the nature and purpose of
the arrangement, the entity’s rights and obligations, the accounting policy for
the arrangement and the income statement classification and amounts arising from
the agreement.





EITF 07-1
will be effective for fiscal years beginning after December 15, 2008, which
will be the Company’s fiscal year 2009, and will be applied as a change in
accounting principle retrospectively for all collaborative arrangements existing
as of the effective date. The Company does not expect the adoption of EITF
07-1in 2009 to have a material effect on its consolidated financial position,
results of operations or cash flows.





In
June 2008, the FASB ratified the consensus on Emerging Issues Task Force
(EITF) Issue 07-5, “Determining whether an Instrument (or Embedded Feature)
is indexed to an Entity’s Own Stock.” This issue addresses whether an instrument
(or an embedded feature) is indexed to an entity’s own stock, which is the first
part of the scope exception in paragraph 11(a) of SFAS No. 133, for
purposes of determining whether the instrument should be classified as an equity
instrument or accounted for as a derivative instrument. The provisions of EITF
Issue No. 07-5 are effective for financial statements issued for fiscal
years beginning after December 15, 2008 and will be applied retrospectively
through a cumulative effect adjustment to retained earnings for outstanding
instruments as of that date. The Company does not expect the adoption of EITF
07-05 to have a material effect on its consolidated financial position, results
of operations or cash flows.





In March
2008, the FASB” issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities - an amendment to FASB Statement No.
133” (“SFAS No. 161”).  SFAS No. 161 is
intended to improve financial standards for derivative instruments and hedging
activities by requiring enhanced disclosures to enable investors to better
understand their effects on an entity's financial position, financial
performance, and cash flows.  Entities are required to provide
enhanced disclosures about: (a) how and why an entity uses derivative
instruments; (b) how derivative instruments and related hedged items are
accounted for under SFAS No. 133 and its related interpretations; and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance and cash flows.  It is effective for
financial statements issued for fiscal years beginning after November 15, 2008,
with early adoption encouraged.  The Company does not expect the
adoption of SFAS No. 161 to have a material effect on its consolidated financial
position, results of operations or cash flows.


F-18





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





1.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent
accounting pronouncements (continued)





In April
2008, the FASB issued FSP No. FAS 142-3,“Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under SFAS No. 142,“Goodwill and Other Intangible
Assets”.  The Company is required to adopt FSP 142-3 on January
1, 2009, earlier adoption is prohibited.  The guidance in FSP 142-3
for determining the useful life of a recognized intangible asset shall be
applied prospectively to intangible assets acquired after adoption, and the
disclosure requirements shall be applied prospectively to all intangible assets
recognized as of, and subsequent to, adoption. The Company does not expect
the adoption of FSP No. FAS 142-3 to have a material effect on its consolidated
financial position, results of operations or cash flows.





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





In May
2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement) " ("FSP APB 14-1").  FSP APB 14-1
requires the issuer of certain convertible debt instruments that may be settled
in cash (or other assets) on conversion to separately account for the liability
(debt) and equity (conversion option) components of the instrument in a manner
that reflects the issuer's non-convertible debt borrowing rate.  FSP
APB 14-1 is effective for fiscal years beginning after December 15,
2008 on a retroactive basis. The Company does not expect the adoption of
FSP APB 14-1 to have a material effect on its consolidated financial
position, results of operations or cash flows.





In May
2008, the FASB issued FASB Statement No. 163, “Accounting for Financial
Guarantee Insurance Contracts”, which clarifies how FASB Statement No. 60,
“Accounting and Reporting by Insurance Enterprises”, applies to financial
guarantee insurance contracts issued by insurance enterprises. 
  The standard is effective for financial statements issued for fiscal
years beginning after December 15, 2008, including interim periods in that year.
The Company does not expect the adoption of SFAS 163 to have a material effect
on its consolidated financial statements.





In
June 2008, the FASB issued FSP Emerging Issues Task Force
(EITF) No. 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating
Securities.” Under the FSP, unvested share-based payment awards that
contain rights to receive non-forfeitable dividends (whether paid or unpaid) are
participating securities, and should be included in the two-class method of
computing EPS. The FSP is effective for fiscal years beginning after
December 15, 2008, and interim periods within those years. The Company does
not expect the adoption of FSP EITF No. 03-6-1 to have a material effect on
its consolidated financial position, results of operations or cash
flows.





In
October 2008, the FASB issued FSP SFAS No. 157-3, “Determining the
Fair Value of a Financial Asset When the Market for That Asset Is Not Active.”
This position clarifies the application of SFAS No. 157 in a market
that is not active and provides an example to illustrate key considerations in
determining the fair value of a financial asset when the market for that
financial asset is not active. It also reaffirms the notion of fair value as an
exit price as of the measurement date. This position was effective upon
issuance, including prior periods for which financial statements have not been
issued. The adoption had no impact on the Company’s consolidated financial
statements.





In
December 2008, the FASB issued FSP 132(R)-1, Employers’ Disclosures about
Postretirement Benefit Plan Assets, which is effective for fiscal years ending
after December 15, 2009. FSP 132(R)-1 requires disclosures about fair value
measurements of plan assets that would be similar to the disclosures about fair
value measurements required by SFAS 157. .  The Company does not
expect the adoption of FSP 132(R)-1 to have a material effect on its
consolidated financial position, results of operations or cash
flows.





In
December 2008, the FASB issued FSP SFAS 140-4 and FIN 46(R)-8,
Disclosures about Transfers of Financial Assets and Interests in Variable
Interest Entities. The FSP requires extensive additional disclosure by public
entities with continuing involvement in transfers of financial assets to
special-purpose entities and with variable interest entities (VIEs), including
sponsors that have a variable interest in a VIE. This FSP became effective for
the first reporting period ending after December 15, 2008 and did not have
any material impact on the Company's consolidated financial
statements.


F-19


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





1.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent
accounting pronouncements (continued)





In
January 2009, the FASB issued Financial Statement of Position (“FSP”) Issue
No. EITF 99-20-1, “Amendments to the Impairment Guidance of EITF Issue
No. 99-20” (“FSP EITF No. 99-20-1”). FSP EITF No. 99-20-1 amends
the impairment guidance in EITF Issue No. 99-20, “Recognition of Interest
Income and Impairment on Purchased Beneficial Interests and Beneficial Interests
that Continue to be Held by a Transferor in Securitized Financial Assets” to
achieve more consistent determination of whether an other-than-temporary
impairment has occurred. The Company adopted FSP EITF No. 99-20-1 and it
did not have a material impact on the consolidated financial
statements.





In April
2009, the FASB issued FSP FAS 157-4,Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly , provides
guidelines for making fair value measurements more consistent with the
principles presented in FASB Statement No. 157 (“SFAS 157”),Fair Value Measurements .
FSP FAS 157-4 reaffirms what SFAS 157 states is the objective of fair value
measurement, to reflect how much an asset would be sold for in an orderly
transaction at the date of the financial statements under current market
conditions. Specifically, it reaffirms the need to use judgment to ascertain if
a formerly active market has become inactive and in determining fair values when
markets have become inactive. The Company does not expect this pronouncement to
have a material impact on its consolidated results of operations, financial
position, or cash flows.





In April
2009, the FASB issued FSP FAS 107-1 and APB 28-1,Interim Disclosures about Fair
Value of Financial Instruments, enhances consistency in financial
reporting by increasing the frequency of fair value disclosures. This relates to
fair value disclosures for any financial instruments that are not currently
reflected on the consolidated balance sheet at fair value. FSP FAS 107-1 and APB
28-1 now require that fair value disclosures be made on a quarterly basis,
providing qualitative and quantitative information about fair value estimates
for all those financial instruments not measured on the balance sheet at fair
value. The Company does not expect this pronouncement to have a material impact
on its consolidated results of operations, financial position, or cash
flows.





In April
2009, the FASB issued FSP FAS 115-2 and FAS 124-2,Recognition and Presentation of
Other-Than-Temporary Impairments, provides additional guidance designed
to create greater clarity and consistency in accounting for and presenting
impairment losses on securities. This FSP is intended to bring greater
consistency to the timing of impairment recognition and to provide greater
clarity to investors about the credit and noncredit components of impaired debt
securities that are not expected to be sold. This FSP also requires increased
and timelier disclosures sought by investors regarding expected cash flows,
credit losses, and an aging of securities with unrealized losses. The Company
does not expect this pronouncement to have a material impact on its consolidated
results of operations, financial position, or cash flows.





In May
2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS
No. 165”). SFAS No. 165 establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. It requires the
disclosure of the date through which an entity has evaluated subsequent events
and the basis for that date, that is, whether that date represents the date the
financial statements were issued or were available to be issued. SFAS
No. 165 is effective for interim or annual financial periods ending after
June 15, 2009. The Company will adopt SFAS No. 165 in the first
quarter of fiscal 2010 and do not expect a material impact on its consolidated
financial statements upon adoption.





In
June 2009 the FASB issued SFAS 166, “Accounting for Transfers of financial
Assets — an amendment of FASB Statement No. 140” (SFAS 166). SFAS 166
eliminates the concept of a qualifying special-purpose entity, creates more
stringent conditions for reporting a transfer of a portion of a financial asset
as a sale, clarifies other sale-accounting criteria, and changes the initial
measurement of a transferor’s interest in transferred financial assets. SFAS No.
166 is applicable for annual periods after November 15, 2009 and interim periods
therein and thereafter. The Company does not expect this pronouncement to have a
material impact on its consolidated results of operations, financial position,
or cash flows.





In
June 2009 the FASB issued SFAS 167, “Amendments to FASB Interpretation
No. 46(R)” (SFAS 167). SFAS 167 eliminates Interpretation 46(R)’s
exceptions to consolidating qualifying special-purpose entities, contains new
criteria for determining the primary beneficiary, and increases the frequency of
required reassessments to determine whether a company is the primary beneficiary
of a variable interest entity. SFAS 167 also contains a new requirement that any
term, transaction, or arrangement that does not have a substantive effect on an
entity’s status as a variable interest entity, a company’s power over a variable
interest entity, or a company’s obligation to absorb losses or its right to
receive benefits of an entity must be disregarded in applying Interpretation
46(R)’s provisions. SFAS No. 167 is applicable for annual periods after November
15, 2009 and interim periods thereafter. The Company does not expect this
pronouncement to have a material impact on its consolidated results of
operations, financial position, or cash flows.


F-20


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent
accounting pronouncements (continued)





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





2. PROPERTY AND
EQUIPMENT





The
Company’s property and equipment at March 31, 2009 and 2008 consist of the
following:




March 31, 2009
                  
                  
                  March 31, 2008Software
                  
                  $
                  2,920,000
                  
                  
                  $
                  2,920,000Computer
      equipment
                  
                  
                  4,211
                  
                  
                  
                  4,211Office
      equipment
                  
                  
                  23,568
                  
                  
                  
                  23,5682,947,779
                  
                  
                  
                  2,947,779Less
      accumulated depreciation
                  
                  
                  (940,754
                  )
                  
                  
                  (169,198
                  )$
                  2,007,025
                  
                  
                  $
                  2,778,581





Depreciation
expense charged to operations amounted to $771,556 and $164,020 for the year
ended March 31, 2009 and 2008, respectively.





3. CUSTOMERS LIST





The
Company’s customers list at March 31, 2009 and 2008 consist of the
following:





March 31,
                      2009
                    
                    
                    March 31,
                      2008Customers
      list
                    
                    $
                    499,747
                    
                    
                    $
                    499,747Less
      accumulated amortization
                    
                    
                    (201,287
                    )
                    
                    
                    (34,705
                    )$
                    298,460
                    
                    
                    $
                    465,042





The
Company recorded amortization expense for the year ended March 31, 2009 and 2008
of $166,582 and $34,705, respectively.





4. ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES





Accounts
payable and accrued liabilities consisted of the following at March 31, 2009 and
2008:




March 31,
                      2009
                    
                    
                    March 31,
                      2008Accounts
      payable
                    
                    $
                    682,808
                    
                    
                    $
                    723,695Accrued
      consulting payable
                    
                    
                    10,949
                    
                    
                    
                    591,548Accrued
      interest payable
                    
                    
                    152,676
                    
                    
                    
                    178,856Accrued
      payroll taxes
                    
                    
                    8,555
                    
                    
                    
                    23,420Accrued
      salaries and wages
                    
                    
                    416,222
                    
                    
                    
                    175,485$
                    1,271,210
                    
                    
                    $
                    1,693,004


F-21





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





5.
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 debentures. The debentures 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.





On March
31, 2009, the Company issued a convertible debenture 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 7 below)





6. NOTES PAYABLE





A summary
of notes payable at March 31, 2009 and 2008 are as follows:





Convertible
Promissory Note





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





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





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





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.





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. As of March 31, 2009, the Company had charged to current period
operations $39,132 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.


F-22


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





6. NOTES PAYABLE
(continued)





Note
Payable to Related Party





In March
2007, the Company entered into an agreement with a corporation that is majority
owned by a former president and CEO of the Company and which provides ongoing
management services under a consulting agreement as described in Note 11. Per
the terms of the employment and separation agreement, upon termination of his
employment the company became obligated for one year of severance pay. Upon
termination of the agreement in March 2007, and in exchange for the remaining
payments due, a promissory note was issued to the majority shareholder in the
amount of $128,386; with interest at 8.00% annually, payable in monthly
installments of $5,807.





On
December 4, 2008; the Company issued 1,014,030 shares of common stock in
settlement of the outstanding note payable and related interest.





At March
31, 2009 and 2008, balances consist of the following:




March
      31,
                    2009
                  
                  
                  March 31,
                    2008Convertible
      promissory note
                  
                  $
                  182,085
                  
                  
                  $
                  182,085Promissory
      note Payable
                  
                  
                  200,000
                  
                  
                  
                  -Note
      payable to related party
                  
                  
                  -
                  
                  
                  
                  102,423382,085
                  
                  
                  
                  284,508Less:
      current portion
                  
                  
                  (382,085
                  )
                  
                  
                  (284,508
                  )Long-term
      debt
                  
                  $
                  -
                  
                  
                  $
                  -





7. CONVERTIBLE
DEBENTURES





During
the year ended March 31, 2009, the Company issued an aggregate of 23,487,186
shares of common stock in exchange for convertible debentures totaling
$4,431,983 and accrued interest.





Convertible Debenture
#1





In May
2007, the Company received $100,000 in exchange for a Convertible Debenture
(Debenture) that matured on August 31, 2007. The Debenture bears an interest
rate of 12% and is convertible into the Company's common stock at the greater of
$0.25 per share or 67.5% of the average 10 previous trade days prior to
conversion. During the year ended March 31, 2009, the debenture was
exchanged for a convertible debenture (see convertible debenture #19
below)





Convertible Debenture
#2





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





Convertible Debenture
#3





In May
2007, the Company received $100,000 in exchange for a Convertible Debenture
(Debenture) that matured on August 31, 2007. The Debenture bears an interest
rate of 12% and is convertible into the Company's common stock at the greater of
$0.25 per share or 67.5% of the average 10 previous trade days prior to
conversion. The note converted to common stock during the year ended March 31,
2009.





Convertible Debenture
#4





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


F-23


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





7. CONVERTIBLE DEBENTURES
(continued)





Convertible Debenture
#5





In May
2007, the Company received $125,000 in exchange for a Convertible Debenture
(Debenture) that matured on August 31, 2007. The Debenture bears an interest
rate of 12% and is convertible into the Company's common stock at the greater of
$0.25 per share or 67.5% of the average 10 previous trade days prior to
conversion. (See convertible debenture #21 below)




Convertible Debenture
#6





In May
2007, the Company received $100,000 in exchange for a Convertible Debenture
(Debenture) that originally matured on August 31, 2007. 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 Debenture
#7





In May
2007, the Company received $50,000 in exchange for a Convertible Debenture
(Debenture) that matured on August 31, 2007. The Debenture bears an interest
rate of 12% and is convertible into the Company's common stock at the greater of
$0.25 per share or 67.5% of the average 10 previous trade days prior to
conversion. (See convertible debenture #22 below)


Convertible Debenture
#8





In May
2007, the Company received $150,000 in exchange for a Convertible Debenture
(Debenture) that matured on August 31, 2007. The Debenture bears an interest
rate of 12% and is convertible into the Company's common stock at the greater of
$0.25 per share or 67.5% of the average 10 previous trade days prior to
conversion. (See convertible debenture #23 below)




Convertible Debenture
#9





In May
2007, the Company received $200,000 in exchange for a Convertible Debenture
(Debenture) that matured on August 31, 2007. The Debenture bears an interest
rate of 12% and is convertible into the Company's common stock at the greater of
$0.25 per share or 67.5% of the average 10 previous trade days prior to
conversion. The note converted to common stock during the year ended March 31,
2009.





Convertible Debenture
#10





In May
2007, the Company received $200,000 in exchange for a Convertible Debenture
(Debenture) that matured on August 31, 2007. The Debenture bears an interest
rate of 12% and is convertible into the Company's common stock at the greater of
$0.25 per share or 67.5% of the average 10 previous trade days prior to
conversion. (See convertible debenture #24 below)





Convertible Debenture
#11





In May
2007, the Company received $50,000 in exchange for a Convertible Debenture
(Debenture) that matured on August 31, 2007. The Debenture bears an interest
rate of 12% and is convertible into the Company's common stock at the greater of
$0.25 per share or 67.5% of the average 10 previous trade days prior to
conversion. (See convertible debenture #25 below)





Convertible Debenture
#12





In May
2007, the Company received $25,000 in exchange for a Convertible Debenture
(Debenture) that matured on August 31, 2007. The Debenture bears an interest
rate of 12% and is convertible into the Company's common stock at the greater of
$0.25 per share or 67.5% of the average 10 previous trade days prior to
conversion. The note converted to common stock during the year ended March 31,
2009.





Convertible Debenture
#13





In May
2007, the Company received $25,000 in exchange for a Convertible Debenture
(Debenture) that matured on August 31, 2007. The Debenture bears an interest
rate of 12% and is convertible into the Company's common stock at the greater of
$0.25 per share or 67.5% of the average 10 previous trade days prior to
conversion. The note converted to common stock during the year ended March 31,
2009.


F-24


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





7. CONVERTIBLE DEBENTURES
(continued)





Convertible Debenture
#14





In May
2007, the Company received $50,000 in exchange for a Convertible Debenture
(Debenture) that matured on August 31, 2007. The Debenture bears an interest
rate of 12% and is convertible into the Company's common stock at the greater of
$0.25 per share or 67.5% of the average 10 previous trade days prior to
conversion. (See convertible debenture #26 below)





Convertible Debenture
#15





In May
2007, the Company received $25,000 in exchange for a Convertible Debenture
(Debenture) that matured on August 31, 2007. The Debenture bears an interest
rate of 12% and is convertible into the Company's common stock at the greater of
$0.25 per share or 67.5% of the average 10 previous trade days prior to
conversion. (See convertible debenture #27 below)





Convertible Debenture
#16





In
October 2007, the Company received $250,000 in exchange for a Convertible
Debenture (Debenture) that matures on March 31, 2008. The Debenture bears an
interest rate of 12% and is convertible into the Company's common stock at the
greater of $0.10 per share. (See convertible debenture #28 below)





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





Convertible Debenture
#17





In
January 2008, the Company received $50,000 in exchange for a Convertible
Debenture (“Debenture”) that matures in March 31, 2008. The Debenture bears
interest at a rate of 10% and will be convertible into 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 Emerging Issues Task Force
Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the
Company recognized an imbedded beneficial conversion feature present in
Convertible Note #17. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital. The Company
recognized and measured an aggregate of $20,000 of the proceeds, which is equal
to the intrinsic value of the imbedded beneficial conversion feature, to
additional paid-in capital and a discount against the Convertible Note. The debt
discount attributed to the beneficial conversion feature is charged to current
period operations as interest expense





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





During
the year ended March 31, 2009, $25,000 of the Convertible Debenture was
converted to common stock. This note was in default as of March 31,
2009.





Convertible Debenture
#18





In
February 2008, the Company received $50,000 in exchange for a Convertible
Debenture (“Debenture”) that matures in May 2011. The Debenture bears interest
at a rate of 10% and will be convertible into 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.


F-25





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





7. CONVERTIBLE DEBENTURES
(continued)





In
accordance with Emerging Issues Task Force
Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the
Company recognized an imbedded beneficial conversion feature present in
Convertible Note #18. 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 debenture, the Company issued
100,000 shares of common stock. The common stock was valued at the date of the
related convertible debenture.





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





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





Convertible Debentures
#19





In May
2008, the Company received $250,000 and the cancellation of an existing
convertible debenture of $100,000 in exchange for a Convertible Debentures
(“Debentures”) that matures in May 2011. The Debentures 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 Emerging Issues Task Force
Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the
Company recognized an imbedded beneficial conversion feature present in
Convertible Notes #19. 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 debenture, the Company issued
700,000 shares of common stock. The common stock was valued at the date of the
related convertible debenture.





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





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





Convertible Debenture
#20





In June
2008, the Company received $50,000 in exchange for a Convertible Debenture
(“Debenture”) that matures in June 2011. The Debentures bears interest at a rate
of 10% and will be convertible into 625,000 shares 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. The note converted
to common stock during the year ended March 31, 2009.





In
accordance with Emerging Issues Task Force
Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the
Company recognized an imbedded beneficial conversion feature present in
Convertible Notes #20. 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 $25,000 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.





For the
year ended March 31, 2009, the Company amortized $25,000 to current period
operations as interest expense.


F-26


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





7. CONVERTIBLE DEBENTURES
(continued)





Convertible Debenture
#21





In March
2009, the Company issued a $125,000 Convertible Debenture that matures in May
2011 in exchange for a Convertible Debenture previously matured. The Debenture
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 Debenture, the Company
will issue 500,000 shares of its common stock.





In
accordance with Emerging Issues Task Force
Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the
Company recognized an imbedded beneficial conversion feature present in
Convertible Note #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 $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
year ended March 31, 2009, the Company amortized $36 to current period
operations as interest expense.





Convertible Debenture
#22





In March
2009, the Company issued a $50,000 Convertible Debenture that matures in May
2011 in exchange for a Convertible Debenture previously matured. The Debenture
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 Debenture, the Company
will issue 200,000 shares of its common stock.





In
accordance with Emerging Issues Task Force
Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the
Company recognized an imbedded beneficial conversion feature present in
Convertible Note #22. 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
year ended March 31, 2009, the Company amortized $29 to current period
operations as interest expense.





Convertible Debenture
#23





In March
2009, the Company issued a $150,000 Convertible Debenture that matures in May
2011 in exchange for a Convertible Debenture previously matured. The Debenture
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 Debenture, the Company
will issue 600,000 shares of its common stock.





In
accordance with Emerging Issues Task Force
Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the
Company recognized an imbedded beneficial conversion feature present in
Convertible Note #23. 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
year ended March 31, 2009, the Company amortized $43 to current period
operations as interest expense.


F-27





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





7. CONVERTIBLE DEBENTURES
(continued)





Convertible Debenture
#24





In March
2009, the Company issued a $200,000 Convertible Debenture that matures in May
2011 in exchange for a Convertible Debenture previously matured. The Debenture
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 Debenture, the Company
will issue 800,000 shares of its common stock.





In
accordance with Emerging Issues Task Force
Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the
Company recognized an imbedded beneficial conversion feature present in
Convertible Note #24. 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
year ended March 31, 2009, the Company amortized $57 to current period
operations as interest expense.





Convertible Debenture
#25





In March
2009, the Company issued a $50,000 Convertible Debenture that matures in May
2011 in exchange for a Convertible Debenture previously matured. The Debenture
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 Debenture, the Company
will issue 200,000 shares of its common stock.





In
accordance with Emerging Issues Task Force
Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the
Company recognized an imbedded beneficial conversion feature present in
Convertible Note #25. 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
year ended March 31, 2009, the Company amortized $14 to current period
operations as interest expense.





Convertible Debenture
#26





In March
2009, the Company issued a $50,000 Convertible Debenture that matures in May
2011 in exchange for a Convertible Debenture previously matured. The Debenture
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 Debenture, the Company
will issue 200,000 shares of its common stock.





In
accordance with Emerging Issues Task Force
Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the
Company recognized an imbedded beneficial conversion feature present in
Convertible Note #26. The Company allocated a portion of the proceeds equal to
the intrinsic value of that feature to additional paid-in capital. The Company
recognized and measured an aggregate of $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
year ended March 31, 2009, the Company amortized $14 to current period
operations as interest expense.


F-28





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





7. CONVERTIBLE DEBENTURES
(continued)





Convertible Debenture
#27





In March
2009, the Company issued a $25,000 Convertible Debenture that matures in May
2011 in exchange for a Convertible Debenture previously matured. The Debenture
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 Debenture, the Company
will issue 100,000 shares of its common stock.





In
accordance with Emerging Issues Task Force
Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the
Company recognized an imbedded beneficial conversion feature present in
Convertible Note #27. 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
year ended March 31, 2009, the Company amortized $7 to current period operations
as interest expense.





Convertible Debenture
#28





In March
2009, the Company issued a $250,000 Convertible Debenture that matures in May
2011 in exchange for a Convertible Debenture previously matured. The Debenture
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 Debenture, the Company
will issue 1,000,000 shares of its common stock.





In
accordance with Emerging Issues Task Force
Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the
Company recognized an imbedded beneficial conversion feature present in
Convertible Note #28. 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
year ended March 31, 2009, the Company amortized $839 to current period
operations as interest expense.





Convertible Debenture
#29





In March
2009, the Company issued a $60,000 Convertible Debenture that matures in May
2011 in exchange for outstanding accounts payable. The Debenture 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 Debenture
#30





In March
2009, the Company issued a $1,000,000 Convertible Debenture that matures in July
2011 in exchange for outstanding advances for marketing (See Note 5 above). The
Debenture 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.


F-29





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





7. CONVERTIBLE DEBENTURES
(continued)





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.





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





For the
year ended March 31, 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.





At March
31, 2009 and 2008, balances consisted of the following:





March 31,
                    2009
                  
                  
                  March 31,
                    2008Convertible debenture #1
                  
                  $
                  -
                  
                  
                  $
                  100,000Convertible debenture
      #2
                  
                  
                  50,000
                  
                  
                  
                  50,000Convertible
      debenture #3
                  
                  
                  -
                  
                  
                  
                  100,000Convertible
      debenture #4
                  
                  
                  50,000
                  
                  
                  
                  50,000Convertible
      debenture #5
                  
                  
                  -
                  
                  
                  
                  125,000Convertible
      debenture #6
                  
                  
                  100,000
                  
                  
                  
                  100,000Convertible
      debenture #7
                  
                  
                  -
                  
                  
                  
                  50,000Convertible
      debenture #8
                  
                  
                  -
                  
                  
                  
                  150,000Convertible
      debenture #9
                  
                  
                  -
                  
                  
                  
                  200,000Convertible
      debenture #10
                  
                  
                  -
                  
                  
                  
                  200,000Convertible
      debenture #11
                  
                  
                  -
                  
                  
                  
                  50,000Convertible
      debenture #12
                  
                  
                  -
                  
                  
                  
                  25,000Convertible
      debenture #13
                  
                  
                  -
                  
                  
                  
                  25,000Convertible
      debenture #14
                  
                  
                  -
                  
                  
                  
                  50,000Convertible
      debenture #15
                  
                  
                  -
                  
                  
                  
                  25,000Convertible
      debenture #16
                  
                  
                  -
                  
                  
                  
                  250,000Convertible
      debenture #17
                  
                  
                  25,000
                  
                  
                  
                  50,000Convertible
      debenture #18, net of unamortized debt discount of $22,618 and $32,333,
      respectively
                  
                  
                  27,382
                  
                  
                  
                  17,667Convertible
      debentures #19, net of unamortized debt discount of
$75,678
                  
                  
                  274,322
                  
                  
                  
                  -Convertible
      debenture #20, converted
                  
                  
                  -
                  
                  
                  
                  -Convertible
      debenture #21, net of unamortized debt discount of $27,308
                  
                  
                  97,692
                  
                  
                  
                  -Convertible
      debenture #22, net of unamortized debt discount of $10,909
                  
                  
                  39,091
                  
                  
                  
                  -Convertible
      debenture #23, net of unamortized debt discount of $32,770
                  
                  
                  117,230
                  
                  
                  
                  -Convertible
      debenture #24, net of unamortized debt discount of $43,693
                  
                  
                  156,307
                  
                  
                  
                  -Convertible
      debenture #25, net of unamortized debt discount of $10,923
                  
                  
                  39,077
                  
                  
                  
                  -Convertible
      debenture #26, net of unamortized debt discount of $10,923
                  
                  
                  39,077
                  
                  
                  
                  -Convertible
      debenture #27, net of unamortized debt discount of $5,462
                  
                  
                  19,538
                  
                  
                  
                  -Convertible
      debenture #28, net of unamortized debt discount of
$127,767
                  
                  
                  122,233
                  
                  
                  
                  -


F-30


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





7. CONVERTIBLE DEBENTURES
(continued)





March 31,
                    2009
                  
                  
                  March 31,
                    2008Convertible
      debenture #29
                  
                  
                  60,000
                  
                  
                  
                  -Convertible
      debenture #30
                  
                  
                  1,000,000
                  
                  
                  
                  -Convertible
      promissory notes, net of unamortized debt discount of $-0 and $1,041,667,
      respectively, related party
                  
                  
                  1,333,333
                  
                  
                  
                  3,958,333Total
                  
                  
                  3,550,282
                  
                  
                  
                  5,576,000Less:
      current portion
                  
                  
                  (200,000
                  )
                  
                  
                  (1,600,000
                  )Long
      term portion
                  
                  $
                  2,016,949
                  
                  
                  $
                  17,667Long
      term portion, related party
                  
                  $
                  1,333,333
                  
                  
                  $
                  3,958,333





8. RELATED PARTY
TRANSACTIONS





The
Company had advanced funds to two related parties. The advances were
non-interest bearing and have no repayment terms. The related parties consist of
two corporations related to the Company through common ownership. At March 31,
2008, due from related parties balance was $147,600. The advances were secured
by common stock of the company controlled by the related party. At March 31,
2009, the balance of $147,600 was offset against services rendered during the
year and charged to current period operations. At March 31, 2009 and 2008, due
to related party was $130,701 and $158,789, respectively.





In
addition, as described in note 7 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,
2009, the outstanding balance was $1,333,333. The noteholders are current
employees of the Company’s consolidated group.





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





9. OPERATING LEASE
COMMITMENTS





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





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





Period
      Ending March 31,2010
                  
                  $
                  159,0362011
                  
                  
                  53,0122012
                  
                  
                  -$
                  212,048





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


F-31





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





9. OPERATING LEASE COMMITMENTS
(continued)





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




Period
      Ending March 31,2010
                  
                  $
                  227,2522011
                  
                  
                  115,9142012
                  
                  
                  -$
                  343,166





The rent
expense for all leases for the year ended March 31, 2009 and 2008 was $396,771
and $159,481, respectively.





10. 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 approval of the shareholders of the Company.





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


F-32





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





10. CAPITAL STOCK
(continued)





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, 2009, the Company had 312,214,800 shares of
common stock issued and outstanding.





In April
2008, the Company issued 466,667 shares of its common stock in settlement of
accrued interest on convertible debentures.





In April
2008, the Company issued 400,000 shares in connection with the issuance of
convertible debentures.





In April
2008, the Company issued 3,250,000 shares of its common stock in exchange for
$325,000 convertible debenture.





In April
2008, the Company issued an aggregate of 3,250,000 shares of its common stock in
exchange for expenses and services rendered.





In June
2008, the Company issued an aggregate of 9,500,000 shares of its common stock in
exchange for services rendered.





In
September 2008, the Company issued an aggregate of 1,730,000 shares of its
common stock in exchange for services rendered.





In July
2008, the Company issued 500,000 shares in connection with the issuance of
convertible debentures.





In
September 2008, the Company issued 986,472 shares of its common stock in
settlement of accrued interest on convertible debentures.





In
September 2008, the Company issued 875,000 shares of its common stock in
exchange for $75,000 convertible debenture.





In
October 2008, the Company issued 13,375 shares of its common stock in settlement
of accrued interest on convertible debenture.





In
December 2008, the Company issued an aggregate of 8,001,600 shares of its common
stock in exchange for services rendered.





In
December 2008, the Company issued an aggregate of 1,164,030 of its common
stock  in settlement of convertible debentures and related
interest.





In
December 2008, the Company issued an aggregate of 1,352,743 shares of its common
stock in settlement of accrued interest on convertible debentures.





In
January 2009, the Company issued an aggregate of 1,555,556 shares of its common
stock in exchange for services rendered.





In
January 2009, the Company issued an aggregate of 2,625,000 shares of its common
stock in exchange for compensation.





In
February 2009, the Company issued an aggregate of 11,607,471 shares of its
common stock in exchange for compensation.





In
February 2009, the Company issued an aggregate of 5,000,000 shares of its common
stock for deferred compensation.





In March
2009, the Company issued an aggregate of 791,806 shares of its common stock in
exchange for services rendered.





In March
2009, the Company issued an aggregate of 1,092,274 shares of its common stock in
exchange for accrued interest on convertible debentures.





In March
2009, the Company issued an aggregate of 1,100,000 shares of its common stock in
exchange for outstanding accounts payable.





In March
2009, the Company issued an aggregate of 5,050,000 shares of its common stock
for deferred compensation.





In March
2009, the Company issued 14,300,000 shares of its common stock in settlement of
convertible debentures and accrued interest.


F-33





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





11. 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 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.





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





Litigation





The
Company may be subject to legal proceedings and claims which arise in the
ordinary course of its business. Although occasional adverse decisions or
settlements may occur, the Company believes that the final disposition of such
matters should not have a material adverse effect on its financial position,
results of operations or liquidity. The Company had no pending legal proceedings
or claims as of March 31, 2009.





Legal
Action





On May
16th
2008 S. Wheeland, the former C.E.O of The Retirement Solution, Inc., the
predecessor private company, to the current public entity,
TheRetirementSolution.com, Inc, filed suit against the Company for unpaid
severance compensation. The Civil Action Number 1:08-cv-01917-MBS was filed in
South Carolina and claims unpaid severance pay stemming from an employment
agreement that provided one year’s severance pay upon his departure. The Company
settled for $35,000 payable over 7 months and negotiated terms of an existing
convertible debenture (See note 7, convertible debenture # 6
above).





12. LOSS PER COMMON
SHARE





The
following table presents the computation of basic and diluted loss per share for
the year ended March 31, 2009 and 2008:





March 31,
                    2009
                  
                  
                  March 31,
                    2008Net
      loss available for common shareholders
                  
                  $
                  36,014,372
                  
                  
                  $
                  (7,374,409
                  )Loss
      per share (basic and assuming dilution)
                  
                  $
                  (0.14
                  )
                  
                  $
                  (0.04
                  )Weighted average common shares
      outstandingBasic
                  
                  
                  260,533,573
                  
                  
                  
                  166,722,981Fully
      diluted
                  
                  
                  260,533,573
                  
                  
                  
                  166,722,981





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


F-34


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





13. INCOME TAXES





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





At March
31, 2009 the Company has available for federal income tax purposes a net
operating loss carryforward of approximately $49,400,000 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 significant changes in the Company's ownership, the future use of its
existing net operating losses may be limited. Components of deferred tax assets
as of March 31, 2009 are as follows:




Noncurrent:Net
      operating loss carryforward
                    
                    $
                    16,800,000Valuation
      allowance
                    
                    
                    (16,800,000
                    )Net
      deferred tax asset
                    
                    $
                    -




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





Expected
      tax provision (benefit)
                    
                    $
                    (16,800,000
                    )Effect
      of:State
      income taxes, net of federal benefit
                    
                    
                    -Net
      operating loss carryforward
                    
                    
                    7,000,000Increase
      in valuation allowance
                    
                    
                    9,800,000Graduated
      rates
                    
                    
                    -$
                    16,800,000





14. STOCK OPTIONS AND
WARRANTS





Employee
Stock Options





The
following table summarizes the changes in employee stock options outstanding and
the related prices for the shares of the Company’s common stock issued to
employees of the Company under a non-qualified employee stock option plan at
March 31, 2009:





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$
                            0.25
                            
                            1,330,490
                            
                            0.29
                            
                            $
                            0.25
                            
                            1,330,490
                            
                            $
                            0.25$
                            0.41
                            
                            6,000,000
                            
                            7.79
                            
                            
                            0.41
                            
                            5,687,500
                            
                            $
                            0.41$
                            0.42
                            
                            1,500,000
                            
                            7.86
                            
                            
                            0.42
                            
                            1,500,000
                            
                            $
                            0.428,830,490
                            
                            6.95
                            
                            $
                            0.39
                            
                            8,517,990
                            
                            $
                            0.38


F-35


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





14. STOCK OPTIONS AND WARRANTS
(continued)





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





WeightedAverageNumber of
                  
                  
                  ExerciseShares
                  
                  
                  PriceOptions
      outstanding at March 31, 2007
                  
                  
                  8,830,490
                  
                  
                  $
                  0.388Granted
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -Cancelled
      or expired
                  
                  
                  -
                  
                  
                  
                  -Options
      outstanding at March 31, 2008
                  
                  
                  8,830,490
                  
                  
                  
                  0.388Granted
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -Cancelled
      or expired
                  
                  
                  -
                  
                  
                  
                  -Options
      outstanding at March 31, 2009
                  
                  
                  8,830,490
                  
                  
                  $
                  0.388





For the
year ended March 31, 2009 and 2008, the Company did not grant stock options to
employees and consultants. The fair value of options granted in previous years
vesting during the year ended March 31, 2009 and 2008 of $785,425 and $824,400
was recorded as a current period charge to earnings.




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, 2009:





Options Outstanding
                          
                          Options ExercisableWeightedAverage
                          
                          Weighted
                          
                          
                          
                          WeightedRemaining
                          
                          Average
                          
                          
                          
                          AverageExercise
                          
                          Number
                          
                          Contractual
                          
                          Exercise
                          
                          Number of
                          
                          ExercisePrices
                          
                          Outstanding
                          
                          Life (Years)
                          
                          Price
                          
                          Exercisable
                          
                          Price$
                          0.145
                          
                          500,000
                          
                          4.20
                          
                          $
                          0.145
                          
                          -
                          
                          $
                          0.145$
                          0.22
                          
                          300,000
                          
                          6.75
                          
                          
                          0.22
                          
                          300,000
                          
                          
                          0.22$
                          0.25
                          
                          2,469,135
                          
                          2.29
                          
                          
                          0.25
                          
                          2,469,135
                          
                          
                          0.25$
                          0.33
                          
                          20,000
                          
                          0.74
                          
                          
                          0.33
                          
                          20,000
                          
                          
                          0.33$
                          0.42
                          
                          500,000
                          
                          1.11
                          
                          
                          0.42
                          
                          500,000
                          
                          
                          0.423,789,135
                          
                          2.74
                          
                          $
                          0.26
                          
                          3,289,135
                          
                          $
                          0.29


F-36


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





14. STOCK OPTIONS AND WARRANTS
(continued)





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





WeightedAverageNumber of
                  
                  
                  PriceShares
                  
                  
                  Per ShareOptions
      outstanding at March 31, 2007
                  
                  
                  5,458,270
                  
                  
                  $
                  0.266Granted
                  
                  
                  2,000,000
                  
                  
                  
                  0.22Exercised
                  
                  
                  -
                  
                  
                  
                  -Cancelled
      or expired
                  
                  
                  (2,469,135
                  )
                  
                  
                  (0.25
                  )Options
      outstanding at March 31, 2008
                  
                  
                  4,989,135
                  
                  
                  
                  0.29Granted
                  
                  
                  500,000
                  
                  
                  
                  0.145Exercised
                  
                  
                  -
                  
                  
                  
                  -Cancelled
      or expired
                  
                  
                  (1,700,000
                  )
                  
                  
                  (0.22
                  )Options
      outstanding at March 31, 2009
                  
                  
                  3,789,135
                  
                  
                  $
                  0.26





During
the year ended March 31, 2008, the Company granted 2,000,000 non-employee stock
options with an exercise price of $0.22 expiring approximately eight years from
issuance. The fair value of the vested amounts (determined as described below)
of $65,880 was charged to current period earnings. During the year ended March
31, 2009, the Company canceled certain remaining non vested options previously
granted.





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





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





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





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 will be
determined and charged to current period earnings at the time of
vesting.


F-37





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





14. STOCK OPTIONS AND WARRANTS
(continued)





Warrants





The
following table summarizes the changes in warrants outstanding and the related
prices for the shares of the Company’s common stock issued to shareholders at
March 31, 2009:





Warrants Outstanding
                            
                            Warrants ExercisableWeightedAverage
                            
                            Weighted
                            
                            
                            
                            WeightedRemaining
                            
                            Average
                            
                            
                            
                            AverageExercise
                            
                            Number
                            
                            Contractual
                            
                            Exercise
                            
                            Number
                            
                            ExercisePrice
                            
                            Outstanding
                            
                            Life (Years)
                            
                            Price
                            
                            Exercisable
                            
                            Price$
                            0.01
                            
                            1,000,000
                            
                            4.80
                            
                            $
                            0.01
                            
                            1,000,000
                            
                            $
                            0.01$
                            0.22
                            
                            195,000
                            
                            1.10
                            
                            $
                            0.22
                            
                            195,000
                            
                            $
                            0.22$
                            0.50
                            
                            3,602,500
                            
                            1.08
                            
                            $
                            0.50
                            
                            3,602,500
                            
                            $
                            0.50Total
                            
                            4,797,500
                            
                            1.86
                            
                            
                            0.39
                            
                            4,797,500
                            
                            
                            0.39





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





AverageNumber of
                    
                    
                    PriceShares
                    
                    
                    Per ShareWarrants
      outstanding at March 31, 2007
                    
                    
                    1,750,000
                    
                    
                    $
                    0.50Granted
                    
                    
                    2,047,500
                    
                    
                    
                    0.48Exercised
                    
                    
                    -
                    
                    
                    
                    -Cancelled
      or expired
                    
                    
                    -
                    
                    
                    
                    -Warrants
      outstanding at March 31, 2008
                    
                    
                    3,797,500
                    
                    
                    
                    0.49Granted
                    
                    
                    1,000,000
                    
                    
                    
                    0.01Exercised
                    
                    
                    -
                    
                    
                    
                    -Cancelled
      or expired
                    
                    
                    -
                    
                    
                    
                    -Warrants
      outstanding at March 31, 2009
                    
                    
                    4,797,500
                    
                    
                    $
                    0.39





Warrants
granted during the year ended March 31, 2008, totaling 952,500 were issued in
connection with the private placement of the Company’s common stock. The
warrants are exercisable until three years after the date of issuance at a
purchase price of $0.50 per share.





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




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





Warrants
granted during the year ended March 31, 2009 totaling 1,000,000 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%


F-38


GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





15.  FAIR
VALUE MEASUREMENT





The
Company adopted the provisions of SFAS No. 157, “Fair Value Measurements” on
January 1, 2008. SFAS No. 157 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. SFAS
No. 157 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. SFAS No. 157 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 SFAS No. 157, 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 following items as of March
31, 2009:





The
following table sets forth the Company’s short investments as of March 31, 2009
which are measured at fair value on a recurring basis by level within the fair
value hierarchy.  As required by SFAS No. 157, these are classified
based on the lowest level of input that is significant to the fair value
measurement:




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
                      
                      $
                      75,259
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      75,259Other
      current assets
                      
                      
                      1,432
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,432Liabilities:Long
      term convertible debentures
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (3,413,733
                      )
                      
                      
                      (3,413,733
                      )Total
                      
                      $
                      76,691
                      
                      
                      $
                      -
                      
                      
                      $
                      (3,413,733
                      )
                      
                      $
                      (3,337,042
                      )




At March
31, 2009, the fair values of the convertible debentures were determined at a net
discount rate of 2% per annum for the terms of the notes.


F-39





GLOBAL
INVESTOR SERVICES, INC.


(FORMERLY
THERETIREMENTSOLUTION.COM, INC.)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


MARCH
31, 2009 AND 2008





16. 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 $49,685,000 at March 31, 2009 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.





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.





17.           SUBSEQUENT
EVENTS





Issuance of common
stock





On April
13 2009 the Company issued 200,000 shares of S8 registered, unrestricted common
stock for payment for consulting and legal services.





On May 5
2009 the company issued 400,000 shares of S8 registered, unrestricted common
stock in payment for consulting services.





On June
12 2009 the Company issued 200,000 shares of S8 registered, unrestricted in
payment for financial consulting service, and 500,000 restricted common stock
for legal services.





On April
15 2009, the company issued 1,500,000 shares to Zava LLC in respect to
outstanding dues of $45,000





On April
16 2009, the company issued 300,000 shares to Gregory Thoennes as a retention
bonus.


F-40