Investview, Inc. - Quarter Report: 2008 December (Form 10-Q)

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2008

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________ to _______________

000-27019

(Commission file number)

Global Investor Services, Inc.

(Exact name of registrant as specified in its charter)

Nevada		87-0369205
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

110 William Street, 22nd Floor

New York, New York 10038

(Address of principal executive offices)

(212) 227-2242

(Issuer's telephone number)

TheRetirementSolution.com, Inc.

(Former name of Registrant)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No ¨

As of February 11th, 2009, there were 289,880,721 shares of common stock, par value $.001 per share, outstanding.

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

FORM 10-QSB

QUARTERLY PERIOD ENDED DECEMBER 31, 2008

TABLE OF CONTENTS

PART 1	FINANCIAL STATEMENTS	3

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of December 31, 2008 (Unaudited) and March 31, 2008.	3

	Condensed Consolidated Statements of Losses for the Three and Nine Months Ended December 31, 2008 and 2007 (Unaudited)	4

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2008 and 2007 (Unaudited)	5

	Notes to Condensed Consolidated Financial Statements as of December 31, 2008 (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	37

Item 4T.	Controls and Procedures	37

PART II	OTHER INFORMATION	38

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	38

Item 4.	Submission of Matters to a Vote of Security Holders	38

Item 5.	Other Information	38

Item 6.	Exhibits	38

SIGNATURES		39

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31,			March 31,
	2008			2008
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	48,307		$	179,829
Accounts receivable, net		-			601,102
Unbilled revenue		-			294,675
Deferred costs		20,826			84,952
Employee advances		5,000			18,750
Due from related party		147,600			147,600
Prepaid expenses		-			6,064
Other current assets		1,789			1,911
Total current assets		223,522			1,334,883

Property, plant and equipment, net of accumulated depreciation of $747,865 and $169,198 as of December 31, 2008 and March 31, 2008, respectively		2,199,914			2,778,581

Other assets:
Capitalized finance costs, net of amortization of $116,758		83,154			-
Deposits		85,927			33,800
Customers list, net of accumulated amortization of $159,641 and $34,705 as of December 31, 2008 and March 31, 2008, respectively		340,106			465,042
Goodwill		27,233,173			27,233,173

Total assets	$	30,165,796		$	31,845,479

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	1,669,542		$	1,693,005
Deferred revenue		235,412			804,452
Due to related party		35,497			158,789
Advances payable		1,199,474			-
Convertible debentures, current portion		1,125,000			1,600,000
Convertible debentures, current portion-related party		4,712,171			-
Notes payable, current portion		182,085			284,508
Total current liabilities		9,159,181			4,540,754

Long term debt:
Convertible debentures, long term portion		290,155			17,667
Convertible debentures, long term portion-related party		-			3,958,333

Total liabilities		9,449,336			8,516,754

STOCKHOLDERS' EQUITY
Common stock, par value $0.001; 700,000,000 shares authorized; 269,092,693 and 237,602,806 issued and outstanding as of December 31, 2008 and March 31, 2008, respectively		269,093			237,603
Additional paid in capital		36,014,250			32,240,750
Preferred shares subscribed		500,000			-
Common shares to be issued		4,500,000			4,521,000
Deferred compensation		(642,009	)		-
Accumulated deficit		(19,924,874	)		(13,670,628	)
Total stockholders' equity		20,716,460			23,328,725

Total liabilities and stockholders' equity	$	30,165,796		$	31,845,479

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

CONDENSED CONSOLIDATED STATEMENT OF LOSSES

(unaudited)

	Three months ended December 31,						Nine months ended December 31,
	2008			2007			2008			2007
Revenue, net:
Subscription revenue	$	274,173		$	3,082		$	1,245,356		$	19,827
Training revenue		233,207			-			923,948			-
Services and other		4,000			-			8,500			-
Total revenue		511,380			3,082			2,177,804			19,827

Cost of revenue		453,387			-			2,007,095			-

Gross profit		57,993			3,082			170,709			19,827

Operating costs:
Selling, general and administrative		1,141,593			1,145,739			4,320,007			4,704,207
Depreciation and amortization		234,534			1,461			703,604			2,682
Total operating expenses		1,376,127			1,147,200			5,023,611			4,706,889

Net loss from operations		(1,318,134	)		(1,144,118	)		(4,852,902	)		(4,687,062	)

Other income (expense):
Interest, net		(513,834	)		(81,535	)		(1,405,360	)		(154,439	)
Other		-			(348	)		4,016			(348	)

Net loss before provision for income taxes		(1,831,968	)		(1,226,001	)		(6,254,246	)		(4,841,849	)

Income taxes (benefit)		-			-			-			-

NET LOSS	$	(1,831,968	)	$	(1,226,001	)	$	(6,254,246	)	$	(4,841,849	)

Loss per common share-basic and assuming fully diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.05	)

Weighted average number of common shares outstanding-basic and assuming fully diluted		260,194,068			145,960,614			253,322,104			93,290,901

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Nine months ended December 31,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,254,246	)	$	(4,841,849	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		703,603			2,682
Common stock issued for services rendered		1,299,362			436,166
Beneficial conversion features in connection with the issuance of convertible debentures		906,476			1,323,429
Fair value of vested options issued for services rendered		618,300			684,180
Fair value of warrants issued in settlement of debt		-			393,750
Amortization of financing costs		116,759			-
Amortization of deferred compensation		183,991			-
(Increase) decrease in:
Accounts receivable		601,102			-
Unbilled revenue		294,675			-
Deferred costs		64,126			-
Employee advances		13,750			-
Other assets		(45,941	)		(36,686	)
Increase (decrease) in:
Accounts payable and accrued liabilities		286,715			196,825
Deferred revenue		(569,040	)		(3,291	)
Net cash used in operating activities:		(1,780,368	)		(1,844,794	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of fixed assets		-			(17,679	)
Net cash used in investing activities:		-			(17,679	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		-			476,251
Proceeds from advances		999,561			-
Proceeds from preferred stock subscription		500,000			-
Proceeds from issuance of convertible debentures		275,000			1,550,000
Repayments of notes payable, related party		(2,423	)		(93,879	)
Repayments of related party advances, net		(123,292	)		(83,431	)
Net cash provided by financing activities		1,648,846			1,848,941

Net increase in cash and cash equivalents		(131,522	)		(13,532	)
Cash and cash equivalents-beginning of period		179,829			14,611
Cash and cash equivalents-end of period	$	48,307		$	1,079

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	-		$	35,153
Income taxes	$	-		$	-

Common stock issued for services rendered	$	1,299,362		$	436,166
Beneficial conversion feature attributable to convertible debentures	$	906,476		$	1,323,429
Fair value of vested options issued for services rendered	$	618,300		$	684,180
Fair value of warrants issued for settlement of debt	$	-		$	393,750

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Business and basis of Presentation

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 December 31, 2008, the Company has accumulated losses of $19,924,874.

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

Merger and Corporate Restructure

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

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

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

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

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

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Acquisition of ITT

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

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

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

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

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

Acquisition of Razor

On January 15, 2008, the Company completed the purchase of substantially all of the assets of Razor 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.

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.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

Product		Recognition Policy
Live Workshops and Workshop Certificates		Deferred and recognized as the workshop is provided or certificate expires
Online 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 period
Coaching/Counseling services		Deferred and recognized as services are delivered, or on a straight-line basis over the initial product period
Website/data fees (monthly)		Not Deferred, recognized in the month delivered
Website/data fees (pre-paid subscriptions)		Deferred and recognized on a straight-line basis over the subscription period

As of December 31, 2008 and March 31, 2008, the Company’s deferred revenue was $235,412 and $804,452, respectively

Use of Estimates

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

Property and Equipment

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

Office equipment		5 years
Software		3 to 7 years

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expense was $-0- and $6,850 for the nine month period ended December 31, 2008 and 2007, respectively.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Research and Development

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

Reclassification

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

Intangible Assets and Goodwill

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

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

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

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

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

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

	Gross Carrying Amount		Accumulated Amortization			Net		Residual Value		Weighted average Amortization Period (Years)
Amortized Identifiable intangible assets:
Customer/subscriber lists-Razor	$	499,747	$	(159,641	)	$	340,106	$	-0-		3
Software license-Razor		1,244,000		(198,694	)		1,045,306		-0-		6
Software ITT		1,676,000		(535,389	)		1,140,611		-0-		3
Unamortized Identifiable Assets	NONE
Total	$	3,419,747	$	(893,724	)	$	2,526,023	$	-0-

Total amortization expense charged to operations for the nine month period ended December 31, 2008 and 2007 was $699,437 and $0, respectively. Estimated amortization expense as of December 31, 2008 is as follows:

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Year ending March 31,
2009	$	233,145
2010		932,582
2011		781,488
2012		207,333
2012 and after		371,475
Total	$	2,526,023

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 & ITT during the year ended March 31, 2008, the Company has determined that the value of goodwill has not been impaired based upon managements assessment of operating results and forecasted discounted cash flow.

Impairment of long lived assets

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

Fair value of financial instruments

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

Concentrations of Credit Risk

Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. The Company periodically reviews its trade receivables in determining its allowance for doubtful accounts. The allowance for refunds was $-0- and $6,200 at December 31, 2008 and March 31, 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 nine month period ended December 31, 2008 and 2007, the Company did not capitalize any costs associated with the website development.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Software Development Costs

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

Stock-Based Compensation

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

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

For the nine month period ended December 31, 2008 and 2007, the Company did not grant stock options to employees and consultants. The fair value of options granted in previous years vesting during the nine month period ended December 31, 2008 and 2007 of $618,300 and $684,180 respectively. was recorded as a current period charge to earnings.

Segment Information

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

Income taxes

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

At December 31, 2008, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $20,000,000, expiring in the year 2026, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to significant changes in the Company's ownership, the future use of its existing net operating losses may be limited. Components of deferred tax assets as of December 31, 2008 are as follows:

Noncurrent:
Net operating loss carryforward	$	7,000,000
Valuation allowance	$	(7,000,000	)
Net deferred tax asset		-

Comprehensive Income (Loss)

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

Liquidity

As shown in the accompanying unaudited condensed consolidated financial statements, the Company incurred a net loss of $6,254,246 for the nine month period ended December 31, 2008. The Company's current liabilities exceeded its current assets by $8,935,660 as of December 31, 2008.

Cash and Cash Equivalents

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

Loss per Share

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

Recent Accounting Pronouncements

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (continued)

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

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

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

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

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 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”. We are required to adopt FSP 142-3 on September 1, 2009, earlier adoption is prohibited. The guidance in FSP 142-3 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption. We are currently evaluating the impact of FSP 142-3 on our consolidated financial position, results of operations or cash flows.

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

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

In May 2008, the Financial Accounting Standards Board (the “FASB”) issued Statement on Financial Accounting Standards (“SFAS”) No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of SFAS No. 60” (“SFAS 163”). The FASB believes that diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises.” That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under SFAS No. 5 “Accounting for Contingencies.” SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise’s risk-management activities. The Company is not an insurance enterprise and thus standard will not have any impact on its financial position, results of operations or cash flows.

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 nonforfeitable 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

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.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

2. PROPERTY AND EQUIPMENT

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

	December 31, 2008			March 31, 2008
Software	$	2,920,000		$	2,920,000
Computer equipment		4,211			4,211
Office equipment		23,568			23,568
		2,947,779			2,947,779
Less accumulated depreciation		(747,865	)		(169,198	)
	$	2,199,914		$	2,778,581

Depreciation expense charged to operations amounted to $578,667 and $2,682 and nine month period ended December 31, 2008 and 2007, respectively.

3. CUSTOMERS LIST

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

	December 31, 2008			March 31, 2008
Customers list	$	499,747		$	499,747
Less accumulated amortization		(159,641	)		(34,705	)
	$	340,106		$	465,042

The Company recorded amortization expense for the nine month period ended December 31, 2008 and 2007 of $124,936 and $-0-, respectively.

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	December 31, 2008		March 31, 2008
Accounts payable	$	553,864	$	723,695
Accrued consulting payable		235,950		591,548
Accrued interest payable		348,821		178,856
Accrued payroll taxes		29,577		23,420
Accrued salaries and wages		501,330		175,485
	$	1,669,542	$	1,693,004

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

5. ADVANCES

The Company received advances of $239,562 on July 7, 2008 and $310,000 on September 4, 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.

During the three month period ended December 31, 2008, the Company received total additional advances of $450,000 under the same terms and conditions as described above.

6. NOTES PAYABLE

A summary of notes payable at December 31, 2008 and March 31, 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.)

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.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

6. NOTES PAYABLE (continued)

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

	December 31, 2008			March 31, 2008
Convertible promissory note	$	182,085		$	182,085
Note payable to related party		-			102,423
		182,085			284,508
Less: current portion		(182,085	)		(284,508	)
Long-term debt	$	-		$	-

7. CONVERTIBLE DEBENTURES

During the nine month period ending December 31, 2008, the Company issued an aggregate of 4,125,000 shares of common stock in exchange for convertible debentures totaling $400,000.

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 nine month period ended December 31, 2008, 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 nine month period ended December 31, 2008.

Convertible Debenture #4

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. (Note in default.)

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

7. CONVERTIBLE DEBENTURES (continued)

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

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. (Note in default.)

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 nine month period ended December 31, 2008.

Convertible Debenture #10

Convertible Debenture #11

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 nine month period ended December 31, 2008.

Convertible Debenture #13

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

7. CONVERTIBLE DEBENTURES (continued)

Convertible Debenture #14

Convertible Debenture #15

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

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

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. (Note in default.)

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

Convertible Debenture #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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

7. CONVERTIBLE DEBENTURES (continued)

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.

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.

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 nine month period ended December 31, 2008, the Company amortized $7,057 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 nine month period ended December 31, 2008, the Company amortized $23,612 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 nine month period ended December 31, 2008.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 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 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 nine month period ended December 31, 2008, the Company amortized $25,000 to current period operations as interest expense.

Convertible Promissory Notes (related party)

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

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 nine month period ended December 31, 2008, the Company amortized $753,838 to current period operations as interest expense.

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

	December 31, 2008		March 31, 2008
Convertible debenture #1	$	-	$	100,000
Convertible debenture #2		50,000		50,000
Convertible debenture #3		-		100,000
Convertible debenture #4		50,000		50,000
Convertible debenture #5		125,000		125,000
Convertible debenture #6		100,000		100,000
Convertible debenture #7		50,000		50,000
Convertible debenture #8		150,000		150,000
Convertible debenture #9		-		200,000
Convertible debenture #10		200,000		200,000
Convertible debenture #11		50,000		50,000
Convertible debenture #12		-		25,000
Convertible debenture #13		-		25,000
Convertible debenture #14		50,000		50,000

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

7. CONVERTIBLE DEBENTURES (continued)

	December 31, 2008			March 31, 2008
Convertible debenture #15	$	25,000		$	25,000
Convertible debenture #16		250,000			250,000
Convertible debenture #17		25,000			50,000
Convertible debenture #18, net of unamortized debt discount of $25,275 and $32,333, respectively		24,725			17,667
Convertible debentures #19, net of unamortized debt discount of $84,570		265,430			-
Convertible debenture #20, converted		-			-
Convertible promissory notes, net of unamortized debt discount of $287,829 and $1,041,667, respectively, related party		4,712,171			3,958,333
Total		6,127,326			5,576,000
Less: current portion		(1,125,000	)		(1,600,000	)
Less: current portion, related party		(4,712,171	)		( -	)
Long term portion	$	290,155		$	17,667
Long term portion, related party	$	-		$	3,958,333

8. RELATED PARTY TRANSACTIONS

The Company advanced funds to two related parties. The advances are non-interest bearing and have no repayment terms. The related parties consist of two corporations related to the Company through common ownership. At December 31, 2008 and March 31, 2008, due from related parties balance was $147,600. The advances are secured by common stock of the company controlled by the related party. At December 31, 2008 and March 31, 2008, due to related party was $35,497 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. 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 December 31,
2009	$	159,036
2010		159,036
2011		53,012
	$	371,084

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

9. OPERATING LEASE COMMITMENTS (continued)

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

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

Period Ending December 31,
2009	$	221,252
2010		227,889
2011		115,914
	$	565,055

The rent expense for all leases for the nine month period ended December 31, 2008 and 2007 was $317,230 and $34,891, respectively.

10. CAPITAL STOCK

Preferred stock subscription

During the nine month period ended December 31, 2008, 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.

Common stock

The Company is authorized to issue 700,000,000 shares of common stock with par value $.001 per share. As of December 31, 2008, the Company had 269,092,693 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.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

10. CAPITAL STOCK (continued)

Common stock (continued)

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.

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 December 31, 2008.

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. During the six month period ended September 30, 2008, 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).

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

12. LOSS PER COMMON SHARE

The following table presents the computation of basic and diluted loss per share for the nine month period ended December 31, 2008 and 2007:

	Three months ended December 31, 2008			Three months ended December 31, 2007			Nine months ended December 31, 2008			Nine months ended December 31, 2007
Net loss available for common shareholders	$	(1,831,968	)	$	(1,226,001	)	$	(6,254,246	)	$	(4,841,849	)
Loss per share (basic and assuming dilution)	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.05	)

Weighted average common shares outstanding
Basic		260,194,068			145,960,614			253,322,104			93,290,901
Fully diluted		260,194,068			145,960,614			253,322,104			93,290,901

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.

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 December 31, 2008 the Company has available for federal income tax purposes a net operating loss carryforward of approximately $20,000,000 expiring in the year 2026, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Due to significant changes in the Company's ownership, the future use of its existing net operating losses may be limited. Components of deferred tax assets as of December 31, 2008 are as follows:

Noncurrent:
Net operating loss carryforward	$	7,000,000
Valuation allowance		(7,000,000	)
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)	$	(7,000,000	)
Effect of:
State income taxes, net of federal benefit		-
Net operating loss carryforward		5,460,000
Increase in valuation allowance		1,540,000
Graduated rates		-
	$	7,000,000

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

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 December 31, 2008:

		Options Outstanding				Options Exercisable
				Weighted			Weighted
			Weighted	Average			Average
			Average	Exercise			Exercise
Range of		Number of	Remaining	Price of		Number of	Price of
Exercise		Shares	Contractual	Outstanding		Shares	Exercisable
Prices		Outstanding	Life (Years)	Options		Exercisable	Options

$	0.25	1,330,490	0.54	$	0.25	1,330,490	$	0.25
$	0.41	6,000,000	8.04		0.41	4,375,000	$	0.41
$	0.42	1,500,000	8.11		0.42	1,466,829	$	0.42
		8,830,490	6.95	$	0.39	7,172,319	$	0.38

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

				Weighted
				Average
	Number of			Exercise
	Shares			Price

Options outstanding at March 31, 2006		-		$	-
Granted		9,890,123			0.373
Exercised		-			-
Cancelled or expired		(1,059,633	)		0.25
Options outstanding at March 31, 2007		8,830,490			0.388
Granted		-			-
Exercised		-			-
Cancelled or expired		-			-
Options outstanding at March 31, 2008		8,830,490			0.388
Granted		-			-
Exercised		-			-
Cancelled or expired		-			-
Options outstanding at December 31, 2008		8,830,490		$	0.388

For the nine month period ended December 31, 2008 and 2007, we did not grant stock options to employees and consultants. The fair value of options granted in previous years vesting during the nine month period ended December 31, 2008 and 2007 of $618,300 and $618,300 was recorded as a current period charge to earnings.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

14. STOCK OPTIONS AND WARRANTS (continued)

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 December 31, 2008:

		Options Outstanding				Options Exercisable
			Weighted
			Average	Weighted			Weighted
			Remaining	Average			Average
Exercise		Number	Contractual	Exercise		Number of	Exercise
Prices		Outstanding	Life (Years)	Price		Exercisable	Price
$	0.145	500,000	4.45	$	0.145	-	$	0.145
$	0.22	300,000	7.00		0.22	300,000		0.22
$	0.25	2,469,135	2.54		0.25	2,469,135		0.25
$	0.33	20,000	0.99		0.33	20,000		0.33
$	0.42	500,000	1.36		0.42	500,000		0.42
		3,789,135	2.99	$	0.26	3,289,135	$	0.29

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

				Weighted
				Average
	Number of			Price
	Shares			Per Share

Options outstanding at March 31, 2006		-		$	-
Granted		5,458,270			0.266
Exercised		-			-
Cancelled or expired		-			-
Options outstanding at March 31, 2007		5,458,270			0.266
Granted		2,000,000			0.22
Exercised		-			-
Cancelled or expired		(2,469,135	)		(0.25	)
Options outstanding at March 31, 2008		4,989,135			0.29
Granted		500,000			0.145
Exercised		-			-
Cancelled or expired		(1,700,00	)		-
Options outstanding at December 31, 2008		3,789,135		$	0.36

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 nine months ended December 31, 2008, the 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:

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

14. STOCK OPTIONS AND WARRANTS (continued)

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

(a)

the expected option life is based on contractual expiration dates

During the nine month period ended December 31, 2008, 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.

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 December 31, 2008:

		Warrants Outstanding				Warrants Exercisable
			Weighted
			Average	Weighted			Weighted
			Remaining	Average			Average
Exercise		Number	Contractual	Exercise		Number	Exercise
Price		Outstanding	Life (Years)	Price		Exercisable	Price

$	0.22	195,000	135	$	0.22	195,000	$	0.22
$	0.50	3,602,500	1.33	$	0.50	3,602,500	$	0.50

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

			Average
	Number of		Price
	Shares		Per Share

Warrants outstanding at March 31, 2006		-	$	-
Granted		1,750,000		050
Exercised		-		-
Cancelled or expired		-		-
Warrants outstanding at March 31, 2007		1,750,000		0.50
Granted		2,047,500		0.48
Exercised		-		-
Cancelled or expired		-		-
Warrants outstanding at March 31, 2008		3,797,500		0.49
Granted		-		-
Exercised		-		-
Cancelled or expired		-		-
Warrants outstanding at December 31, 2008		3,797,500	$	0.49

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

14. STOCK OPTIONS AND WARRANTS (continued)

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

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

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

15. GOING CONCERN MATTERS

The Company’s unaudited condensed 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 $19,924,874 at December 31, 2008 which raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed 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.

16. SUBSEQUENT EVENTS

On January 7, 2009, the Company issued 1,555,556 shares of common stock as payment towards outstanding debt obligation.

On January 20, 2009, the Company issued a promissory note for $200,000; due on July 20, 2009; at an annualized interest rate of 20% with interest is payable on a monthly basis. The promissory note is secured by officer guarantees. In connection with the issuance of the promissory note, the Company issued warrants to purchase 2,000,000 shares of the Company’s common stock at $0.01 expiring on January 20, 2014.

On January 27, 2009, the Company issued an aggregate of 2,625,000 shares of common stock as payment towards employee compensation.

In January and February 2009, the Company issued an aggregate of 11,607,472 shares of common stock for officer compensation.

On February 3, 2009, the Company issued 5,000,000 shares of common stock as part of a consulting services contract.

Item 2 - Management’s Discussion and Analysis of Financial condition and results of Operations.

Forward-Looking Statements

This Quarterly Report of Form 10-Q, including this discussion and analysis by management, contains or incorporates forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations. For factors that may cause actual results to differ from management’s expectations, reference should be made to the Company’s Form 10-KSB for the year ended March 31, 2008 filed with the Securities and Exchange Commission and our other periodic filings with the Securities and Exchange Commission.

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

Background

The Company was incorporated in the state of Nevada on August 1, 2005. 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. On September 16, 2006, the Company changed its name to TheRetirementSolution.Com, Inc. Effective October 1, 2008, the Company changed its name 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.

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

Plan of Operations

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

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

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

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

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

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

Investor Information Services

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

Stock Market Data

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

Comprehensive Database Management

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

Distributed Environments

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

Portfolio Services

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

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

Results of Operations

Three months ended December 31, 2008 compared to three months ended December 31, 2007:

Revenues:

	Three Months Ended				Three Months Ended
	December 31, 2008				December 31, 2007				Variance

Subscription revenues	$	274,173	54	%	$	3,082	100	%	$	271,091	8,796	%
Training revenues		233,207	46	%		-	0	%		233,207	100	%
Services and other		4,000	-	%		-	0	%		4,000	100	%
Total	$	511,380	100	%	$	3,082	100	%	$	508,298	16,492	%

Cost of sales:

Cost of sales for the three month period ended December 31, 2008 was $453,387 as compared to $-0- for the same period last year. The primary reason for this increase is a result of the acquisition of ITT and Razor. Our gross profit was $57,993 as compared to $3,082 for same period last year. The primary reason for this increase is a result of the acquisition of ITT and Razor.

Operating Expenses:

A summary of significant operating expenses for the three months ended December 31, 2008 and the three months ended December 31, 2007 follows:

	Three Months				Three Months
	Ended				Ended
	December 31, 2008				December 31, 2007				Variance

Selling, general and administrative	$	1,141,593	84	%	$	1,145,739	100	%	$	(4,146	)	-	%
Depreciation and amortization		234,534	16	%		1,461	-	%		233,073		15,953	%
Total	$	1,376,127	100	%	$	1,147,200	100	%	$	228,927		20	%

Our selling, general and administrative expenses for the three month period ended December 31, 2008 was $1,141,593 as compared to $1,145,739 for the three months ended December 31, 2008. The primary reason for this decrease is a result of reduced operating costs, net with an increase from the acquisition of ITT and Razor.

Our depreciation and amortization expenses for the three month period ended December 31, 2008 was $234,534 as compared to $1,461 for the three month period ended December 31, 2007. The primary reason of this increase is due to the additional assets acquired with the acquisition of ITT and Razor.

Nine months ended December 31, 2008 compared to nine months ended December 31, 2007:

Revenues:

	Nine Months Ended				Nine Months Ended
	December 31, 2008				December 31, 2007				Variance

Subscription revenues	$	1,245,356	57	%	$	19,827	100	%	$	1,225,529	6,181	%
Training revenues		923,948	42	%		-	0	%		923,948	100	%
Services and other		8,500	1	%		-	0	%		8,500	100	%
Total	$	2,177,804	100	%	$	19,827	100	%	$	2,157,977	10,884	%

Cost of sales:

Cost of sales for the nine month period ended December 31, 2008 was $2,007,095 as compared to $-0- for the same period last year. The primary reason for this increase is a result of the acquisition of ITT and Razor. Our gross profit was $170,709 as compared to $19,827 for same period last year. The primary reason for this increase is a result of the acquisition of ITT and Razor.

Operating Expenses:

A summary of significant operating expenses for the nine months ended December 31, 2008 and the nine months ended December 31, 2007 follows:

	Nine Months				Nine Months
	Ended				Ended
	December 31, 2008				December 31, 2007				Variance

Selling, general and administrative	$	4,320,007	86	%	$	4,704,207	100	%	$	(384,200	)	(8	)%
Depreciation and amortization		703,604	14	%		2,682	-	%		700,922		26,134	%
Total	$	5,023,611	100	%	$	4,706,889	100	%	$	316,722		6.73	%

Our selling, general and administrative expenses for the nine month period ended December 31, 2008 was $4,320,007 as compared to $4,704,207 for the nine months ended December 31, 2007. The primary reason for this decrease is due stock based compensation paid in the nine months ended December 31, 2007 net with the increase from our acquisitions of ITT and Razor.

Our depreciation and amortization expenses for the nine month period ended December 31, 2008 was $703,604 as compared to $2,682 for the nine month period ended December 31, 2007. The primary reason of this increase is due to the additional assets acquired with the acquisition of ITT and Razor.

Liquidity and Capital Resources

As of December 31, 2008, the Company had a working capital deficit of $8,935,659. The Company generated a deficit in cash flow from operating activities of $1,780,368 for the nine month period December 31, 2008. This deficit is primarily attributable to the Company's net loss from operations of $6,254,246 and is partially offset by following: A charge for the value of options issued for services of $618,300, recognition of an imbedded beneficial conversion of convertible debentures of $906,476, stock issued for services of $1,299,362, amortization of deferred compensation costs of $183,991, amortization and depreciation expense of $703,603, and changes in the balances of current assets and liabilities. Accounts receivable, unbilled revenue and other current assets decreased by $927,712, net. Accounts payable and accrued liabilities increased by $286,715 and deferred revenue decreased by $569,040.

The Company did not generate any cash flow from investing activities for the nine months ended December 31, 2008.

The Company’s generated a cash flow from financing activities for the nine month period ended December 31, 2008 through net proceeds from the sale of convertible debentures in the aggregate principal amount of $275,000, advances for marketing of $999,561 and a preferred stock subscription for an aggregate principal amount of $500,000 net with repayments of related party advances and other notes payable of $125,715.

While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development. We are seeking financing, which may take the form of debt, convertible debt or equity, in order to provide the necessary working capital. There can be no assurance that future financings will be available to us on acceptable terms. If financing is not available to us on acceptable terms, we may be unable to continue our operations.

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, we will have to adjust our planned operations and development on a more limited scale and, ultimately, may cease to continue our business.

Critical Accounting Policies

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

Revenue Recognition

For revenue from product sales and services, the Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, Revenue Recognition ("SAB104"), which superseded Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements ("SAB101"). SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. The Company had deferred revenues of $235,412 and $804,452 as of December 31, 2008 and March 31, 2008, respectively. SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"), Multiple-Deliverable Revenue Arrangements. EITF 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF 00-21 on the Company's financial position and results of operations was not significant.

Stock-Based Compensation

On January 1, 2006 we 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.

We 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.

Segment Information

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of SFAS No. 159 did not have a material impact 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. We are currently evaluating the impact of SFAS No. 161, if any, will have on our consolidated financial position, results of operations or cash flows.

SFAS No. 163. In May 2008, the Financial Accounting Standards Board (the “FASB”) issued Statement on Financial Accounting Standards (“SFAS”) No. 163, “Accounting for Financial Guarantee Insurance Contracts - an interpretation of SFAS No. 60” (“SFAS 163”). The FASB believes that diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises.” That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under SFAS No. 5 “Accounting for Contingencies.” SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise’s risk-management activities. The Company is not an insurance enterprise and thus standard will not have any impact on its financial position, results of operations or cash flows.

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.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4T – CONTROLS AND PROCEDURES

Disclosure Control and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act ”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures 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.

As of December 31, 2008, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changed in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to material affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

None

ITEM 1A – Risk Factors.

As a smaller reporting company, we are not required to provide the disclosure required by this item.

ITEM 2 – UNREGISTER SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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.

The above issuances were offered and sold in private placement transactions made in reliance upon exceptions from registration pursuant to section 4(2) under the Securities Act of 1933 and Rule 506 promulgated thereunder. The above parties were accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5 – OTHER INFORMATION

None

ITEM 6 – EXHIBITS

Number		Description

31.1		Certification of Principal Executive Officer pursuant to 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THERETIREMENTSOLUTION.COM, INC.

Dated: February 11, 2009	By:	/s/ Nicholas S. Maturo
		Nicholas S. Maturo
		Chief Executive Officer
		(Principal Executive Officer)

Date: February 11, 2009	By:	/s/ William Kosoff
		William Kosoff
		President and Chief Financial Officer
		(Principal Financial Officer)