Investview, Inc. - Annual Report: 2012 (Form 10-K)

U.S. Securities and Exchange Commission

Washington, DC 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

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

March 31, 2012

Commission File Number 000-27019

InvestView, Inc.

(Formerly Global Investor Services, Inc.)

(Exact name of registrant as specified in its charter)

1244 South Business Park Drive

Draper, Utah, 84022

(Address of principal executive offices)

Issuer’s telephone number: (801) 889-1800

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 Par Value Per Share

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.  Yes  ¨     No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ¨     No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ¨

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.   (Check one):

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

As of September 30, 2011, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the closing price of the common stock as traded on the OTCBB of $5.20 (i.e., all amounts herein have been adjusted for the 1:200 reverse stock split noted in Recent Developments) was approximately $17,455,534.   For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

As of June 28, 2012, there were 4,550,733 shares of common stock par value $.001 per share, outstanding.

Documents incorporated by reference.

NONE

INVESTVIEW, INC.

2012 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

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

Unless otherwise indicated, references to “we,” “us,” “our,” “Company,” or “Investview” mean Investview, Inc. and its subsidiaries, and references to “fiscal” mean the Company’s fiscal year ended March 31. References to the “parent company” mean Investview, Inc.

PART I

ITEM 1.   BUSINESS

Corporate History

InvestView, Inc. (hereinafter referred to as the “Company”, “InvestView” or “INVU”) was incorporated in the State of Nevada on August 1, 2005. Effective September 18, 2006, the Company changed its name to TheRetirementSolution.com, Inc., on October 1, 2008 the Company changed its name to Global Investor Services, Inc. and on March 27, 2012, the Company changed its name to Investview, Inc. The Company was initially formed to market portfolios of stocks via subscription. In 2007, a new chief executive officer was installed and a strategy was developed to create and market a diverse portfolio of products and services for the financial education and financial information industry. This strategy included strategic acquisitions, such as the acquisitions of Razor Data, LLC and Investment Tools and Training, LLC, which have provided the Company with an integrated platform in which it can market and deliver investor education products and investor services. The stock symbol is INVU.

Corporate Governance

On June 22, 2011, Dr. Joseph J. Louro was engaged by the Company to serve as the Chief Executive Officer and Chairman of the Company.   Dr. Louro replaced Nicholas S. Maturo who resigned as the Chief Executive Officer.  Mr. Maturo continues to serve as a director on the Board of Directors.  Dr. Louro entered into an employment agreement as described herein. On June 29, 2011, Jeffrey Freedman resigned as director of the Company and, on May 17, 2011, Todd C. Jorn resigned as director of the Company.

Recent Developments

Instilend Technologies, Inc.

On June 22, 2012, InvestView entered into a Letter of Intent (the “LOI”) with Todd Tabacco and Rich L'Insalata to acquire 100% of the equity interests of Instilend Technologies, Inc., a New York corporation. At the time of closing, Instilend intends to be the exclusive worldwide owner of an exclusive royalty free license and distribution agreement for the use of the related Matador platform and Lendex platform, website and client list of a software program known as Stock Locate, together with a non-competition agreement from the licensor. Following the closing, Instilend will be a 100% owned subsidiary of the Company. The closing date shall be on or before July 31, 2012 unless extended by mutual consent of the Parties.

In exchange for acquiring Instilend, the Company will issue to Instilend's shareholders a number of shares of the Company’s stock equal to $2 million divided by $5.00 or 400,000 shares of the Company’s common stock, issue a convertible promissory note in the principal amount of $500,000 that matures three years from the issuance date and may be converted at $8.00 per share. InvestView shall also issue to certain key employees the number of shares of InvestView common stock equal to $500,000 divided by $5.00 or 100,000 shares. Todd Tabacco, Rich L’Insalata and Derek Tabacco will each enter in into three year employment agreements providing for an annual base salary of $156,000 per year and will be entitled to cash and stock bonuses as determined by the Board of Directors of the Company. After closing, the Instilend stockholders will be entitled to 10% of the net profits of the Instilend business within 90 days of the end of each of the next three years.

There is no guarantee that the Company will be able to close the acquisition of Instilend at all or in accordance with the above terms. The closing is subject to Board approval of both parties, obtaining an audit for Instilend, standard due diligence and entering a definitive agreement of which there is no guarantee.

Quick & Reilly

On June 27 2012, the Company entered into a non-binding letter of intent (the “LOI”) with First National Boston Corporation (“FNBC”) to acquire Quick & Reilly, Inc. (“Quick & Reilly”), wholly owned subsidiary of FNBC, in consideration of shares of Preferred Stock of the Company. Quick & Reilly holds a perpetual license to use the “Quick & Reilly” brand, which may only be terminated in the event the Company acquires a US banking charter/license enabling the Company to offer banking products in any US jurisdiction. Further, Quick & Reilly holds a limited license to use the name “First National Boston” and “Bank of Boston”.

There is no guarantee that the Company will be able to close the acquisition of Quick & Reilly at all or in accordance with the above terms. The closing is subject to Board approval of both parties, obtaining an audit for Quick & Reilly, standard due diligence and entering a definitive agreement of which there is no guarantee.

Dr. Louro Employment Agreement

The Company has entered into a employment agreement with Dr. Joseph Louro as a key employee and CEO of the Company. In accordance with Dr. Louro’s employment agreement, Dr. Louro is entitled to receive a bonus upon the closing of acquisitions, joint ventures, and other strategic transactions. In the event the above acquisitions of Instilend or Quick & Reilly are closed, the Company intends to grant Dr. Louro an incentive bonus pursuant to the terms of his employment agreement.

Debt Termination

On June 21, 2012 the Company entered into an agreement with its data vendor to cancel its debt and accrued interest of $279,098 for 13,334 shares of Company stock (see Note 8 Notes - Payable of our Consolidated Financial Statements). The Company will record a gain on settlement of debt of $239,098 in the period ending June 30, 2012 or the first quarter of fiscal year 2013.

Name Change/Reverse Stock Split/Symbol Change

On April 9, 2012 the Company changed its name from Global Investor Services, Inc. to Investview, Inc. Investview is the name of our core investor education products, so the name change better reflects the nature of our core business. We also believe this should help us make solid progress in positioning the Company for growth and, concurrently, improving the capitalization structure of the Company. Prior to April 9, 2012, the stock symbol was GISV. For an interim period of twenty business days the stock symbol was GISVD. On May 7, 2012, it reverted to GISV. Then on May 17, 2012 it assumed the new stock symbol “INVU”.

Also on April 9, 2012 the Company affected a reverse stock split of its outstanding and authorized shares of common stock at a ratio of 1 for 200 as part of its effort to improve its capitalization structure.

Appointment of Chief Financial Officer

On May 15, 2012, John “Randy” MacDonald was engaged by the Company to serve as the President and Chief Financial Officer. In connection with Mr. MacDonald’s appointment as Chief Financial Officer, Mr. Kosoff resigned as Acting Chief Financial Officer. Mr. Kosoff will continue to serve as a director and an employee of the Company. On May 15, 2012, Mr. MacDonald executed an employment agreement with the Company described herein.

Mr. MacDonald was most recently global head of retail at MF Global from April 2010 to November 2011. He also served as Chief Financial Officer from April 2008 to March 2011. Mr. MacDonald was a Director at GFI Group (GFIG) from 2006 to 2008, and was chairman of the compensation committee and a member of the audit committee. From 2006 to 2007, he served as Chief Operating Officer of TD Ameritrade, responsible for all operations, technology and administration functions, including brokerage operations, project management, human resources and real estate. From 2000 to 2006, Mr. MacDonald led financial operations at TD Ameritrade as Chief Financial Officer and Treasurer and played a key role in leading TD Ameritrade in its consolidation efforts. Prior to joining TD Ameritrade, Mr. MacDonald was Chief Financial Officer of Investment Technology Group, Inc. a specialized agency brokerage and technology firm from March 1994 to March 2000. From 1989 to 1994, he was a vice president and group manager for Salomon Brothers. Earlier in his career, he was an audit senior manager at Deloitte & Touche focused on commercial banking, real estate joint ventures and financial services. He began his career at Ernst & Young performing financial audits with a focus on international operations. Mr. MacDonald graduated from Boston College in 1978 with a B.S. in accounting.

Industry Overview

"Many investors who used to look to financial advisors for hand-holding now seek knowledge elsewhere. In tough market times, that's when people start looking for help, hitting the books and going back to basics."

- James McGovern, Vice President at Corporate Insight ¹

In recent years, many investors have taken greater personal control of their investment activities, bypassing traditional full-service brokers to trade with online brokerage firms. The outgrowth of online brokerage firms; aggressive consolidation of financial institutions; the proliferation of financial information on the Internet; the U.S. credit crisis and a bear stock market have changed the way people buy and sell stocks. The ease-of-use, security, and 24/7 access of online trading platforms have encouraged investors to leave their paper certificates at the broker's door in favor of do-it-yourself online investor education, training and transactions. By becoming highly knowledgeable, intuitive investors and individuals can reduce their broker's commission fees, identify a wide spectrum of financial products and services, and take control of their personal finance by becoming “self-directed” investors and traders.

As self-directed investors, they tend to perform their own financial and investment research, often using the Internet. The Internet provides retail investors and traders with easy access to information that once was readily available only to investment professionals, such as timely market news, intraday and historical quotes, charts, company filings with the Securities and Exchange Commission, equity research and analysts’ earnings estimates. However, while vast quantities of investment information are now available, insight and expertise to make sense of it remains essential and not readily available to small retail investors.

These are unprecedented times, and we believe there has never been a greater need in the history of the markets to be providing tools and training collectively to the everyday investor and trader. Investview is poised to take advantage of this unique business environment by offering our affordable suite of tools and trainings.

1 - As quoted in Barron's on March 15, 2010.

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

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

We believe that the number of U.S. households that own stocks, either directly or through a mutual fund or retirement plan, has increased proportionally since 1983. In recent years, the U.S. census bureau calculates that approximately 20% of the U.S. population owns 80% of the wealth in the U.S. Published surveys estimate there are approximately 44 million Americans with incomes over $100,000 (i.e., mass affluent). They represent about one-third of all the households in the U.S. Another survey estimates that about 38% of these mass affluent households are self-directed in their investing and trading style. Further, there are 5.4 million emerging affluent, people (i.e., under 35 years of age but making over $100,000). A further survey calculated that in 2009 the full service brokerages managed $12.5 trillion of U.S. retail assets while the on-line retail brokerages managed 17% or $5.6 trillion.

Financial information is readily accessed from sources such as cable TV channels and online news providers, while financial education can be accessed from the likes of online brokers. While it is difficult to quantify the size of the addressable market for financial education and financial information, we believe it is likely to keep growing into the future as more and more investors elect to make their own financial decisions. We believe that our addressable market is the self-directed investors and traders.

We believe the most valuable self-directed accounts come from the mass affluent. We also believe that the mass affluent who seek advice from a full service broker, registered investment advisor or their benefits plan trustee are an addressable market because those service providers also leverage on-line education and advice.

 Business Overview

As an investor technology and education company, we provide a broad suite of state-of-the-art products that allow the individual investor to find, analyze, track and manage his or her portfolio. Our educational services focus on empowering investors with the skills that allow them to rely on their own investing knowledge to make intelligent and sound investment decisions. Our flagship product is InvestView, an all-inclusive on-line education, analysis and application platform. InvestView is equipped with in-house, qualified professionals who have collectively taught over a quarter of a million students in the past decade on how to trade in the stock market.

These tools and educational programs arm the common investor and provide them with the ability to traverse today's turbulent marketplace, regardless of the direction of the market - whether it is moving up, down or sideways.

It is our opinion that now, more than ever before, it is critical that the individual investor come to understand the forces that influence the marketplace. We specialize in assisting common investors through this process by offering them the tools, training and confidence that is required to successfully navigate the market in these trying times.

Regardless of investors' ages or varying backgrounds, we help the everyday investor turn market uncertainty into opportunity. We do this by providing powerful investment tools and training, coupled with a rules-based system that allows individuals to make more intelligent and disciplined investment decisions.

We are committed to the education and support of the individual investor. Our innovative products, proprietary tools and all-inclusive platform are cost effective and engineered to meet the needs of investors world-wide.

Our mission statement:

Our corporate objective:

Our commitment:

The Company’s business structure is to generate revenue from several distinct and related sources;

Our purpose is to provide state-of-the-art investment tools and proprietary systems, coupled with top of the line financial education, delivered via the Internet in a highly cost effective manner. Our goal is to empower individual investors to take control of their own financial investments and overall destiny. The Company’s products span a complete range of educational tools, research, analysis, financial news and financial information so that customers can more effectively control their personal finances and develop trading strategies for investing in the stock market. The Company believes that its integrated business model broadens client reach, increases customer retention and creates recurring revenue from our customer base.

The Company’s unique offerings include:

The Company believes that offering financial information and financial education, in one integrated operating platform, is a viable business strategy, but needs to evolve for greater diversification and shareholder value. Currently, our business model monetizes our products and services primarily from subscription revenues. Online brokers bundle the cost of their education platform into the commission and spreads they charge. To better monetize the value of our scalable platform, we believe our business strategy needs to evolve to be more like the online brokerage model.

We believe we can accomplish this in two ways.

 1) We believe we need to affiliate on either a labeled or white label basis with a registered broker dealer. This model will allow us to charge both a set monthly utility fee plus a success fee tied to milestones for new clients, adoption of products and services and increased revenues. We believe we need to do this geographically and for additional languages like Spanish, Portuguese, German and French. We have already translated our platform into Mandarin. Additionally, we have expanded the scope of the financial products we offer and will continue to do so.

2) We also believe we need to evolve into a registered broker dealer. There are a number of examples where education platforms like ours have migrated to become a registered broker dealer for higher growth and profitability. Many of our competitors have been consolidated into the online broker universe. For instance, INVESTools revenue grew five-fold from $56M in 2002 to $252M in 2006. TD Ameritrade acquired TOS/"thinkorswim" (formerly INVESTools) for $606M in 2009. optionsXpress acquired Optionetics in April 2009, which was acquired by Charles Schwab, Inc. in 2011 for $1.2 billion. MB Trading acquired Wizetrade in 2009. At the time of acquisition, Wizetrade had grown from 20 unit sales per month to over 130,000 units sold.

To accomplish this, we will need to raise capital to rent, build and/or buy these capabilities. We discuss this more in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the Liquidity and Capital Resources section.

We provide three things in our offerings:

We differentiate our product by not having hidden fees or using bait and switch tactics to hook the client with a low price point and reserve the “good stuff” at more expensive “upgrade” pricing. We also believe the application methods for applying both the analysis and education to real trades is further differentiating.

Tools:

The principal tool we offer is Market Point. It consists of five major categories for both fundamental and technical analysis for proper stock evaluation:

Education and Training:

The training has five major categories from Investing Essentials to Advanced Technicals and Options:

Application of tools and education:

Trading Rooms:

Three levels of live webinars (actual trade ideas for the coming week):

Newsletters:

Coach’s Corner (Monday – Friday):

Live webinars with personalized attention

The “7-Minute Trader”

The “7-Minute Trader” is the first of the 7-Minute products. Officially launched in March 2011, this product has been InvestView’s most successful product to date in terms of growth and retention of subscribers.

The 7-Minute Trader was developed for everyone who is frustrated with the returns inside of their retirement accounts and personal investment portfolios, but just do not have the time to do all of the necessary research themselves. In response to this demand, we created a program that literally takes just seven minutes per week.

We accomplish this through a newsletter that is sent out every week with just a single trade idea in it. We trade the S&P 500, known by its ticker symbol of SPX. It can be difficult to forecast where the S&P 500 (or the market in general) is going for the next month, quarter or year, so our strategy focuses on just one week of time (and, in fact, even shorter than that – just 2-3 days of time).

Our trades are typically put on with a statistical probability of success of over 90%. In reality, our Trading Team’s success rate is higher – over 94%.

New Products

Leveraging the success of the 7-Minute Trader, we have created two additional products/newsletters: “7-Minute Stocks” and “7-Minute Options.”

The 7-Minute Stocks product was introduced to address those subscribers who have expressed an interest in adding an equity strategy. Similar to the 7-Minute Trader, the 7-Minute Stocks product is highly scalable since it provides only on-demand education and one new trade idea per week via its newsletter service. Contrary to the 7-Miinute Trader, the 7-Minute Stocks is a more conservative, longer time horizon product. Most 7-Minute Stocks trades are expected to be held for multiple weeks or even months in duration compared to just 2-3 days for the 7-Minute Trader.

The 7-Minute Options product was introduced to address those subscribers who wanted a less aggressive option trading strategy than the one provided with the 7-Minute Trader. Similar to the 7-Minute Trader, the 7-Minute Options product is highly scalable since it provides only on-demand education and one new trade idea per week via its newsletter service. Contrary to the 7-Minute Trader, the 7-Minute Options is a more conservative, slightly longer time horizon product. Most 7-Minute Options trades are expected to be held for 2-8 weeks in duration compared to 2-3 days for the 7-Minute Trader.

InvestView is currently designing two additional 7-Minute products. Both new products are expected to be launched in the second half of calendar year 2012.

InvestView UDelta

Because investment advice is failing at the participant level, we have developed a product for the defined contribution marketplace. We back-tested a portfolio of 11,642 mutual funds that returned (11.15%) return over a four year period using a buy and hold approach. Using our UDelta algorithm-driven product. comprising letter grades and risk tolerance levels, we were able to make quarterly recommendations on how a participant should reallocate their investment choices to achieve a higher return, including moving into short-term and cash instruments for defense. Our back-testing produced a 17.10% return by using two main criteria 1) preservation of capital and 2) safe long-term growth. The UDelta product outperformed the Buy and Hold strategy 84.4% of the time.

New Department of Labor (DOL) rules are aimed at ensuring that fiduciaries retain the responsibility for selecting and monitoring the investment alternatives that are made available under a defined contribution plan. The efficient market hypothesis (i.e., every security is fairly valued at all times) has been the underpinning of how plan advisors and sponsors have given advice. Buy and hold may work over long periods (decades) but shortchange an investor by ignoring shorter periods of bear markets, overall downturns and inflation. The DOL now mandates that fiduciaries cannot fulfill their fiduciary duties with buy and hold strategies, because it ignores, among other things, changes in a users’ risk/reward tolerance for time and results.

InvestView UDelta is a dynamic manager of fund investments to match risk/return profiles with the dynamism of fund investments for better alpha. It is an intuitive and easy to us tool for education, customizable measures and on-going management of the users’ dynamic risk/return profile. We plan to license this product to a distributor in the defined contribution industry, as well as market this product directly to the self-directed investor as an on-line offering.

InvestView Folios

Leveraging our extensive knowledge in education and tool development we are launching Investview Folios (IVF). IVF will deliver to the public ready-made, actively managed portfolios. These portfolios will be primarily created by stock selections derived from our Market Point Investment tool. IVF will address the need for high quality tool driven research implemented in the most cost effective and time efficient manner. This new segment of the market called Automated Portfolios promises to lower investment cost while providing institutional level research to the masses. Due to our roots being in investor education combined with the proprietary tools that we have developed we feel we have a significant edge in this new space.

The financial products we cover include:

Marketing

Our marketing website is at www.investview.com and www.7minutetrader.com.

Offer Strategy

Over the last year, InvestView made a significant change in its offer strategy to potential new subscribers. Two major changes were made in the primary offer utilized.

First, we moved our primary sales focus from our broader educational offering (our “Core” product) to a more specific and actionable weekly newsletter strategy (our “7-Minute” product line). This single change has produced a lower overall cost of sale as well as greater long-term retention.

The broader educational offering brings in more revenue up front due to its set-up fee and monthly subscription, ranging from $99 to $199. However, we find that the life-time value, even at a lower price point (i.e., $49.95 per month subscription) tends to be higher. This is primarily due to the significantly longer average subscribership duration of a 7-Minute product client.

The reduction in the monthly subscriber cost is the second major change to the primary offer utilized. This monthly price reduction has resulted in a lower cancelation rate and, thus, improved long-term retention. The effect is an increased projected lifetime value (LTV) of a subscriber over what we have seen in the past with our Core’s broader education offering.

There are two additional benefits of the change in focus from selling the Core product to the 7-Minute products. First, the 7-Minute products have a reduced cost of sale and, therefore, a better gross profit. Second, a larger ongoing billing subscriber base provides a greater opportunity for future cross-selling and up-selling revenue.

Cross-Sell

With the above additions of the 7-Minute Stocks and 7-Minute Options products, InvestView now has the opportunity to cross-sell to the original 7-Minute Trader subscriber base. The goal is to raise the average ticket from $49.95 per month to $99.95 per month for all three strategies. Existing single 7-Minute product subscribers at $49.95 per month may add 7-Minute products for an additional $20.00 per month.

Loyalty Offer

We have free trial offers to attract users which include:

InvestView has introduced a loyalty offer to 7-Minute Trader subscribers. The 6- and 12-month offers allow 7-Minute Trader subscribers to receive a discount, while allowing InvestView to lock in subscription receipts. The loyalty offers have provided a positive impact on cash flow by collecting six months to one-year year fees upfront. In addition, the loyalty offers provide a positive impact on retention by securing a longer commitment from subscribers.

Lead Sources

We also have a strategic relationship with Inspired Media Group (IMG) who creates, manages, and improves our marketing campaigns for the InvestView platform. They have been an integral component of our successes in driving direct consumer sales.

The IMG team has over 25 years of combined experience in both direct to consumer and business to business marketing. They have designed, deployed and managed campaigns utilizing both online and offline media. Their marketing approach centers around focused, results based campaigns producing measurable returns on the media investment.

We have continued to identify and test new lead sources that, through a combination of cost and quality, provide increased performance metrics. Through this effort, we have successfully reduced our overall new subscriber cost.

In addition, we continue to build our internal database of potential subscribers. Over the last year, we have made a significant shift in how we market to our potential subscriber database. Instead of using live webinars to sell our products, we now primarily utilize video on-demand (VOD) sales tools. By switching to VOD offers, we allow for scalability and for potential subscribers to view our offer at their convenience. The VOD sales tools are available 24/7 instead of just once or twice per week at set times. Since making the switch to VOD, we have seen a significant increase in both attendance rates and conversion rates.

Competition

The Company faces competition for subscribers from all forms of financial news and information sources, including print publications, television and radio, and other internet information services providers. The financial services sector is diverse, growing and characterized by rapid change where there are no dominant players. Competitors in this sector have unique attributes and a dominant player has yet to emerge. Despite rapid expansion, the broad sector penetration is still relatively in the early stages, competitors offer different products and services and success is characterized by speed to market and uniqueness of its offering. There are a multitude of providers for online financial information, each using their own analysis methods and research tools. Our competitors include Edgar Online, BankRate.com, TheStreet.com and Morningstar. In addition, the major on-line brokerages provide a similar service to their best clients free of charge. The large on-line brokers have acquired similar companies and those companies now are associated with firms that have far greater resources. Competition may result in price reductions, decreased gross margins and loss of market share. Certain of our competitors have greater financial and other resources than we have. Although the internet is ubiquitous, we believe we primarily serve clients in North America. We also do not provide our services other than in English.

Intellectual Property

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

Government Regulation

We have positioned the Company as a knowledge provider and educator, which seeks to augment a user’s informed decision-making process, rather than act as a conductor of investment decisions or a representative of investment services. As such, our activities do not fall within the scope of securities industry regulation. We do not provide securities brokerage or investment advisory services. Our products and services also do not require that any representative distributing the services of InvestView conduct themselves as an investment advisor or broker. We in fact encourage all representatives and users of our information services to seek unrelated investment professionals for securities related activities.

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

Employees

As of June 25, 2012, the Company has 20 employees. The Company has not experienced any work stoppages and considers relations with its employees to be good.

Internet Address

Additional information concerning our business can be found on our Web site at www.investview.com and www.7minutetrader.com. We ask that interested parties visit or subscribe to newsfeeds at www.gisvonline.com for the most up-to-date corporate financial information, presentation announcements, transcripts and archives. Web site links provided in this report, although correct when published, may change in the future. We make available free of charge on our Web site our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after we electronically file such material with or furnish it to the SEC.

ITEM 1A. RISK FACTORS

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

Risks Related to our Business Operations

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

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

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

From our inception on August 1, 2005 through March 31, 2012, we have incurred cumulative losses of $75,867,741. As a result of the start-up nature of our business, we expect to continue to incur substantial expenses. There can be no assurance that we will achieve profitability in the immediate future or at any time. Our cash balance on March 31, 2012 was $179,921 and our average cash burn for the year ended March 31, 2012 was approximately $117,000 per month. As of the date of this filing, we have minimal operating capital to continue our business and marketing initiatives for the next twelve months. As a result, the Company continues to actively secure additional financing for working capital through the sale of its securities.

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

In their audit opinion issued in connection with our consolidated balance sheets as of March 31, 2012 and our related consolidated statements of operations, deficiency in stockholders’ equity, and cash flows for the year ended March 31, 2012, our auditors have expressed substantial doubt about our ability to continue as a going concern given our recurring net losses, negative cash flows from operations and the limited amount of funds on our balance sheet.  We have prepared our financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  The consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue in existence.

Given our historical financial losses and current financial condition, we will need additional financing to execute our business plan for the fiscal year ending March 31, 2013. Our inability to obtain sufficient additional capital could reduce the value the market currently places on our common stock.

We have no current commitment for such future funding and there can be no assurance that additional capital will be available on terms acceptable to us, or at all. Selling additional stock dilutes the equity interests of our stockholders. Further, if we sell stock at a price lower than the conversion price of the Notes held by the selling stockholders, the number of shares of our common stock issuable upon conversion of those Notes will automatically increase; thereby further diluting the equity interests of our stockholders. If we are unable to secure additional capital, we will be forced to reduce our investment in development and commercialization efforts, which will impair our ability to execute our plans. We used cash of  $1,400,791 in operating activities for the fiscal year ended March 31, 2012.

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

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

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

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

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

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

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

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

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

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

Our business could be negatively affected by any improved economic developments in the securities markets and/or the economy in general.

We depend on the interest of individuals in obtaining financial information and securities trading strategies to assist them in making their own investment decisions. Significant upturns in the securities markets or in general economic and political conditions may cause individuals to be less proactive in seeking ways to improve the returns on their trading or investment decisions and, thus, decrease the demand for our products.

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

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

The Company will need to introduce new products and services and enhance existing products and services to remain competitive.

Our future success depends in part on our ability to develop and enhance our products and services. In addition, the adoption of new Internet, networking or telecommunications technologies or other technological changes could require us to incur substantial expenditures to enhance or adapt our services or infrastructure. There are significant technical and financial costs and risks in the development of new or enhanced products and services, including the risk that we might be unable to effectively use new technologies, adapt our services to emerging industry standards or develop, introduce and market enhanced or new products and services. An inability to develop new products and services, or enhance existing offerings, could have a material adverse effect on our profitability.

The Company relies on external service providers to perform certain key functions.

We rely on a number of external service providers for certain key technology, processing, service and support functions. External content providers provide us with financial information, market news, charts, option and stock quotes, research reports and other fundamental data that we offer to clients. These service providers face technological and operational risks of their own. Any significant failures by them, including improper use or disclosure of our confidential client, employee or company information, could cause us to incur losses and could harm our reputation.

We cannot assure that any external service providers will be able to continue to provide these services in an efficient, cost-effective manner or that they will be able to adequately expand their services to meet our needs. An interruption in or the cessation of service by any external service provider as a result of systems failures, capacity constraints, financial constraints or problems, unanticipated trading market closures or for any other reason, and our inability to make alternative arrangements in a smooth and timely manner, if at all, could have a material adverse effect on our business, results of operations and financial condition.

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

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

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

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

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

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

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

Risks Related to Our Common Stock

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

For the operating period since inception (August 1, 2005) through March 31, 2012, we have incurred a net cumulative loss of $75,867,741 of which $27,233,173 was from a onetime impairment of 100% of the goodwill associated with the recent acquisitions. The Net Operating Loss for the year ended March 31, 2012 was $9,109,393. We expect to continue to incur losses as we spend additional capital to market our products and establish our infrastructure and organization to support anticipated operations.  We cannot be certain whether we will ever be profitable, or if we do, that we will be able to continue to be profitable. Also, any economic weakness or global recession may limit our ability to market our products. Any of these factors could cause our stock price to decline and result in you losing a portion or all of your investment. 

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

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

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

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

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

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

Although a trading market for our common stock exists, the trading volume has not been significant and an active trading market for our common stock may never develop. There currently is no analyst coverage of our business. During the period from March 31, 2009 through March 31, 2012  the average daily trading volume of our common stock was approximately  1,390  shares (or approximately   1% of the shares currently available in the market as of March 31, 2012). The trading volume of our shares will continue to be limited due to resale restrictions under applicable securities laws and the fact that approximately 45% of our outstanding shares are held by officers, directors and stockholders holding greater than a 5% interest in the Company. As a result of the limited trading market for our common stock and the lack of analyst coverage, the market price for our shares may continue to fluctuate significantly and will likely be more volatile than the stock market as a whole. There may be a limited demand for shares of our common stock due to the reluctance or inability of certain investors to buy stocks quoted for trading on the OTC Bulletin Board, lack of analyst coverage of our common stock and limited trading market for our common stock. As a result, even if prices appear favorable, there may not be sufficient demand to complete a stockholder’s sell order. Without an active public trading market or broader public ownership, shares of our common stock are likely to be less liquid than the stock of public companies with broad public ownership and an active trading market, and any of our stockholders who attempt to sell their shares in any significant volumes may not be able to do so at all, or without depressing the publicly quoted bid prices for our shares.

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

There is no assurance of an established public trading market, which would adversely affect the ability of investors in our company to sell their securities in the public markets.

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

Our Common Stock will be subject to the “Penny Stock” rules promulgated by the Securities and Exchange Commission.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

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

If we fail to maintain adequate internal controls or fail to implement required new or improved controls, as such control standards are modified, supplemented or amended from time to time; we may not be able to assert that we can conclude on an ongoing basis that we have effective internal controls over financial reporting. Effective internal controls are necessary for us to produce reliable financial reports and are important in the prevention of financial fraud.  If we cannot produce reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and there could be a material adverse effect on our stock price. We have examined and evaluated our internal control procedures, including controls over financial reporting to satisfy the requirements of Section 404(a) of the Sarbanes-Oxley Act, as required for our Annual Report on Form 10-K for the year ended March 31, 2012, and noted weaknesses that need to be addresses during the current reporting period in order for our internal controls to be effective. Failure to implement and maintain internal controls in accordance with sections 302 and 404(a) of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and stock price.

Because we have no plans to pay dividends on our common stock, stockholders must look solely to appreciation of our common stock to realize a gain on their investments.

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

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

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.  PROPERTIES

On January 11, 2012, the Company leased approximately 2,800 square feet located at 12244 S. Business Park Drive, Draper, Utah for a term of three years with a base rent of $1,190 per month for the first three months, and $2,088 thereafter, plus pro rata operating costs.

On November 2, 2011 the Company leased approximately 1,500 square feet located at 200 Broad Street, Red Bank, New Jersey for a term of two years with a base rent of $2,300 per month.

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

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.  However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company was engaged in one legal matter: On July 16, 2009, a petition for judgment was filed with the Civil Court of the City of New York naming the Company as a defendant relating to property leased by the Company from the defendant for recovery of past due rent payments, interest and legal costs. In December 2010, the Company settled for $134,849 requiring monthly payments of $5,000 until paid.  As of March 31, 2012, the outstanding unpaid balance was $49,848. The Company has accrued their obligations under the lease.

None of our directors, officers, or affiliates are involved in a proceeding adverse to our business or have a material interest adverse to our business.

ITEM 4. Mine Safety Disclosure

Not Applicable

PART II

ITEM  5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s common stock is traded on the OTC Bulletin Board, referred to herein as the OTCBB, under the symbol “INVU”. Prior to April 9, 2012, the stock symbol was GISV. For an interim period of twenty business days the stock symbol was GISVD. On May 7, 2012, it reverted to GISV. Then on May 17, 2012 it assumed the new stock symbol “INVU”. The following table sets forth the high and low bid prices of its Common Stock, as reported by the OTCBB for the last two fiscal years and subsequent quarterly periods. The quotations set forth below reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

As of June 28, 2012, there were approximately 453 holders of record of the Company’s common stock, and 4,550,733 shares issued and outstanding.

Dividends

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

Securities Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information

The following table summarizes the equity compensation plans under which our securities may be issued as of March 31, 2012.

RECENT SALES OF UNREGISTERED SECURITIES

In April 2011, the Company issued 30,000 shares of common stock, valued at $210,000, in connection services provided with financing activities.  These shares were accounted for as common stock to be issued in fiscal year-end 2011.

In June 2011, the Company issued 15,000 shares of common stock in connection with services provided with financing activities of $90,000.

In June 2011, the Company issued an aggregate of 22,515 of its common stock in exchange for $127,203 of services rendered and future services as prepaid (deferred) compensation.

In June 2011, the Company issued 100,000 shares of its common stock as a signing bonus valued at $600,000 to the new Chief Executive Officer of the Company.

In June 2011, the Company issued an aggregate of 157,456 shares of its common stock in settlement of related party advances, notes payable and convertible notes and related accrued interest.

In June 2011, the Company issued an aggregate of 20,000 shares of common stock in connection with the acquisition of ITT LLC and Razor Data Corp.  These shares were accounted for as common stock to be issued in fiscal year-end 2011.

In June 2011, the Company issued 5,000 shares of its common stock, valued at $27,000, in settlement of $12,500 accounts payable, and charged $14,500 to current operations.

In August 2011, the Company issued an aggregate of 277,500 shares of its common stock in settlement of convertible notes and related accrued interest.

In September 2011, the Company issued an aggregate of 738,375 shares of its common stock in settlement of related party advances and convertible notes and related interest.

In September 2011, the Company issued an aggregate of 74,500 shares of its common stock in exchange for $387,400 of services rendered and future services as prepaid (deferred) compensation.

In January 2012, the Company issued an aggregate of 10,000 shares of its common stock, valued at $26,000 in exchange as employee bonuses.

In March 2012, The Company issued 1,800 shares of its common stock in settlement of outstanding accounts payable of $8,964.

In March 2012, the Company issued an aggregate of 10,000 shares of its common stock in connection with the acquisition of ITT LLC and Razor Data Corp.

In March 2012, the Company issued a aggregate of 98,784 shares of its common stock in settlement of convertible notes and related interest.

Stock Options and Warrants

During the year ended March 31, 2011, the Company issued an aggregate of 56,625 shares of its common stock in exchange for warrants exercised at $5.00 per share. These warrants had original exercise price of $10.00 per share, the Company recorded loss in connection with the induced exercise of warrants in the amount of $283,509. In addition, the Company issued convertible notes in exchange for the cancellation of 80,834 warrants exercisable at $10.00 per share.

During the year ended March 31, 2011, officers and employees surrendered an aggregate of 60,269 previously issued warrants exercisable at $10.00 per share. In addition, an aggregate of 10,238 warrants expired and cancelled.

During the year ended March 31, 2012, warrants of 187,500 were issued in connection with the issuance of Convertible Promissory Notes. The warrants are exercisable for five years from the date of issuance at an exercise price of $6.00 per share.

On September 30, 2011, the Company issued 20,542 warrants to purchase the Company's common stock at $6.00 per share and promissory notes in aggregate of $20,000 in exchange for the cancellation of 25,208 warrants with certain reset provisions.  In connection with the exchange, the Company recorded a loss on settlement of warrant liability of $5,100 and reclassified the fair value of the issued warrants of $90,103 from warrant liability to equity.  

Secured Note Financing

On April 29, 2011, the Company entered into an Investment Agreement with several accredited investors (the “Investors”) whereby the Investors provided the Company with an aggregate of $250,000 (the “Funding”) to be used for marketing purposes.

The Company is required to make payments to the Investors equal to a percentage of net revenue that varies between 20% to 50% of the Company’s net revenue generated from its marketing program commencing on the 61st day following closing continuing every 30 days through the 26 month following the closing.

In the event that the Company has not made payments equal to 50% of the funding as of the 91st day after the closing (the “Shortfall”), then the Investor, at its sole option, may convert the Shortfall into shares of common stock of the Company by dividing the shortfall by the conversion price. The conversion price shall be determined by multiplying .50 by the closing bid price on the 91st day following the closing, subject to a conversion floor of $4.00 per share. The conversion option shall expire upon the earlier of the Company paying the shortfall in full or the 301st day following the closing.

In the event that the Company has not made payments equal to 100% of the funding as of the 181st day after the closing (the “Second Shortfall”), then the Investor, at its sole option, may convert the Second Shortfall into shares of common stock of the Company by dividing the Second Shortfall by the conversion price (the “Second Conversion Option”). The conversion price shall be determined by multiplying 100 by the closing bid price on the 181st day following the closing, subject to a conversion floor of $4.00 per share. The second conversion option shall expire upon the earlier of the Company paying the Second Shortfall in full or the 301st day following the Closing.

On August 24, 2011, the Company issued an aggregate of 98,470 shares of common stock in settlement of the outstanding note and related accrued interest.   In connection with the settlement, the Company recorded a net loss on settlement of debt of $175,690.

On June 30, 2011, the Company issued $1,200,000 in Convertible Promissory Notes ($300,000 related party) that matures June 30, 2014. The Promissory Notes bear interest at a rate of 8% and will be convertible into 300,000 shares of the Company’s common stock, at a conversion rate of $4.00 per share. Interest will also be converted into common stock at the conversion rate of $4.00 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 150,000 warrants to purchase the Company’s common stock at $6.00 per share over five years.

The Company issued a $21,000 convertible promissory note that matures on July 31, 2013 in exchange for a previously issued convertible promissory note.  The note bears interest at a rate of 8% per annum due at maturity and will be convertible into 5,250 shares of the Company’s common stock, at a conversion rate of $4.00 per share. Interest will also be converted into common stock at the conversion rate of $4.00 per share.

During the month of December 2011, the Company issued an aggregate of $200,000 in Convertible Promissory Notes ($100,000 related party) that matures December 2014. The Promissory Notes bear interest at a rate of 8% and will be convertible into 50,000 shares of the Company’s common stock, at a conversion rate of $4.00 per share. Interest will also be converted into common stock at the conversion rate of $4.00 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 25,000 warrants to purchase the Company’s common stock at $6.00 per share over five years.

In connection with the issuance of the promissory notes, the Company issued detachable warrants granting the holder the right to acquire an aggregate of 25,000 shares of the Company’s common stock at $6.00 per share. The warrants expire five years from the issuance.

On March 5, 2012, the Company issued a $100,000 in Convertible Promissory Note that matures June 30, 2014. The Promissory Note bear interest at a rate of 8% and will be convertible into 50,000 shares of the Company’s common stock, at a conversion rate of $4.00 per share. Interest will also be converted into common stock at the conversion rate of $4.00 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 12,500 warrants to purchase the Company’s common stock at $6.00 per share over five years.

 ITEM 6.  SELECTED FINANCIAL DATA

As the Company is a Smaller Reporting Company (as defined by Rule 229.10(f)(1)), the Company is not required to provide the information under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

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

Background

The Company was incorporated in the state of Nevada on August 1, 2005. Effective September 18, 2006, the Company changed its name to TheRetirementSolution.com, Inc., on October 1 2008 changed its name to Global Investor Services, Inc. and on March 27, 2012 changed its name to Investview, Inc.

Plan of Operations

The Company believes that offering financial information and financial education, in one integrated operating platform, is a viable business strategy. 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 by delivering high customer value in education and investor services at the lowest possible cost. The strategy is achieved through on-line customer acquisition, product sales and customer service.

Customer acquisition is realized through the company’s marketing partners, in-person seminars 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 up-sell 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 leverages a number of different delivery formats that are focused on a structured investing methodology focused on searching for an investment, industry group analysis, fundamental analysis, technical analysis, and portfolio management. The objective is to provide a complete investor education experience for both beginning and experienced investors and to help investors better understand the investment decision process.

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

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 to stay focused on its core competencies to expand product offerings and acquire new customers.

Stock Market Data

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

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

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

Revenues:

Although we saw a 8% increase in revenue for the year ended March 31, 2012 from the prior year we were disappointed with the return on investment for our marketing spend. Therefore, we proactively introduced both new products and a new marketing strategy to improve the lifetime value of our accounts. We are now emphasizing our online based business model which provides subscription based services including trading ideas, tools and education through live and recorded webinars and is marketed through a number of online media channels. Our trading and education tools are located at www.investview.com whereas our 7 minute trader product has its own website at www.7minute trader.com.

The fiscal fourth quarter was positively impacted by the launch of the 7 minute trader product, however, there was on overall negative impact on the quarter due to significant cuts in marketing spend. In the fourth quarter of fiscal year 2012, there was a dramatic decrease in the marketing spend of approximately $1.7 million. Revenues for the core trading and education offerings were most impacted as marketing the new 7 minute trader product was emphasized. For fiscal year 2012 fourth quarter revenues were $485,111 which was a sequential decline of $96,861 from the third quarter. Although the new 7 minute trader product had a good adoption rate, the lower price point offset some of this. The 7 minute trader is advertised at $49.95 per month whereas the trading and education tools are advertised at $99 and $199 per month.

As we measured the attrition rates of the trading and education offerings we determined that their lifetime value was approximating our cost of acquisition. As clients move through the education modules they tend to exhaust their interest and either attrite or shift to the lower priced trading modules. Introduction of the 7 minute trader has resulted in a better adoption rate, a markedly improved retention rate and significantly lower acquisition costs.

Operating costs

Operating costs were substantially unchanged year over year. However, the components of selling, general and administrative expenses were very different year over year and particularly in the 2012 fiscal fourth quarter.

During the year ended March 31, 2012, our cost of sales and service was $710,980 as compared to $704,200 during the year ended March 31, 2011. Most of this expense is composed of stock market data feeds to the Company’s core educational product line’s stock analysis tools. The Company’s subscriber base and resulting revenues can be increased substantially without a corresponding increase in the cost of sales and service. Also important to note is that the new 7 minute trader product does not use data feeds.

Our selling, general and administrative expenses increased from $5,561,992 last fiscal year to $6,110,908 in fiscal year 2012 or $548,916 (10%). The company took proactive steps to reduce personnel, audit fees and marketing spend. Offsetting such reductions was stock based compensation issued to consultants and personnel during the year of approximately $2.6 million.

The recent reduction in selling, general and administrative costs has had a significantly positive impact on our pretax margin as well as our cash flow. We averaged nearly $2 million per quarter in selling, general and operating costs for the first three quarters of fiscal year 2012. However, in the fourth quarter we only spent approximately $300,000, of which approximately $85,000 was stock based compensation (i.e., non-cash). Of approximately $1.2 million of marketing spend in fiscal year 2012, only $81,732 was spent in the 2012 fiscal fourth quarter. We would expect that this will be an approximation of our run rate for fiscal year 2013 unless we are able to raise capital and the acquisition cost per account meets our criteria.

Depreciation and amortization decreased from $785,362 to $210,869 or a decrease of $574,493 due to the full amortization of certain property and equipment during the fiscal year.

Other income and expenses:

Interest expense decreased from $3,443,715 to $2,387,597, a $1,056,118 or 31% decrease.  The decrease is because of a major recapitalization of the Company over the past year.  This is more fully discussed under Liquidity and Capital Resources below.

During the year ended March 31, 2010, we issued promissory notes and related warrants that contain certain reset provisions.  As such, we are required to record these reset provisions as a liability and mark them to market each reporting period.  For the year ended March 31, 2012, we recorded a gain of $47,516 in change in the fair value of these reset provisions vs. a loss in fiscal year 2011 of $462,562. The volatility of our stock price increased in fiscal year 2012 from the prior fiscal year. This increase in volatility caused the value of the warrants to decrease and resulted in some of the loss last year to be reversed.

In addition, during the year ended March 31, 2012, we modified a significant number of these outstanding warrants and reduced the number of warrants with reset provisions to 2,500 warrants.

In addition, during the year ended March 31, 2011 and 2012, we settled or restructured a significant portion of our outstanding convertible debt obligations and warrants containing reset provisions.  As such, we incurred a loss on debt settlement of $1,913,584 and $1,028,248 during the year ended March 31, 2012 and 2011, respectively.

Cash Used in Operating Activities:

During the 2012 fiscal fourth quarter we were able to decrease our burn rate on cash used in operations from $1,257,285 for the first nine months to $143,506 for the fourth quarter. In other words, if we can produce about 6% more revenues than we earned in the 2012 fiscal third quarter, which calculates to be approximately $633,000, then we believe we should be able to achieve breakeven on our cash flow from operating activities. We also anticipate that we will see enhanced cash flow from operations at the point we produce profits as we will be able to utilize our Net Operating Loss Carry-forwards (see Note 16 to our Consolidated Financial Statements).

Liquidity and Capital Resources

During fiscal year 2012, the Company incurred a loss from operations of $9,109,393. However, only $1,400,791 was cash related. This negative cash flow was funded by undertaking significant restructuring and deleveraging of the capital structure of the Company. As a result, our cash and cash equivalents increased to $179,921 by $55,890 from the previous year of $124,031.

We also made significant progress on decreasing our working capital deficit. As of March 31, 2012, the Company’s current liabilities exceeded its current assets equal to a working capital deficit of $952,214. A year ago, at March 31, 2011 the working capital deficit was more than double or $2,474,090. Most significantly, we have reduced our accounts payable and accrued expenses by approximately $360,000. Additionally deferred revenue is a non-cash current liability equal to $222,133. That means the adjusted current deficit is $730,081. Most of this remaining amount is a note payable and the accrued interest of $200,000, which has been in default since July 29, 2009, and $105,975 due to related parties.

Given the negative cash flow from operations noted above of $1,400,791 plus a beginning working capital deficit of $2,474,090, one might have expected the working capital at current year end to be $3,874,881. However, we were able to reduce this deficit by $1,521,876 including some net financing, primarily the issuance of convertible notes. 

During fiscal year 2012, there was a significant deleveraging of the balance sheet. We started the fiscal year with gross debt of $7,772,413 which was reduced to $3,222,354 or by $4,550,059. The net debt decreased by $3,988,504, which wasn’t quite as much as the gross debt, as the older debt had $561,555 more debt discount.

We also were successful at extending the duration of our debt structure.

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

The independent auditors report on our March 31, 2012 consolidated financial statements states that the Company's historical losses and accumulated deficiency raise substantial doubts about the Company's ability to continue as a going concern, due to the losses incurred and deficiency. If we are unable to develop our business, we will have to reduce, discontinue operations or cease to exist, which would be detrimental to the value of the Company's common stock. We can make no assurances that our business operations will develop and provide us with significant cash to continue operations.

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

Addressing the Going Concern Issues

We anticipate we will need some additional financing as liquidity to manage our negative working capital position, plus any future cash flow deficits from operations and development costs. We are working to reduce the negative cash flow from operations by expanding revenue opportunities via new products and client acquisition strategies. At the same time we have eliminated large amounts of our operating costs. Our ability to continue as a going concern is subject to our ability to develop profitable operations. We are devoting substantially all of our efforts to developing our business and raising capital. Our net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful. Additionally, we will need capital to implement the strategic thrusts and tactics of our business plan, including becoming a brokerage firm and a managed products firm. Our business plan encompasses investing behind our business development strategy, our marketing campaigns and in building our business operations. As of the date of this filing, we have minimal operating capital to continue our business and marketing initiatives for the next twelve months. If we are not successful in generating sufficient cash flow from operations or in raising sufficient capital resources to finance our growth, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition, and we will have to adjust our planned operations and development on a more limited scale. To satisfy our liquidity needs for the next twelve months and to implement the major initiatives of our business plan, we need to raise approximately $2 to $5 million dollars.

We presently do not have any available credit, bank financing or other external sources of liquidity. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations. Although additional capital is being sought, we cannot guarantee that we will be able to obtain such investments.

Inflation

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

Critical Accounting Policies

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

Revenue Recognition

For revenue from product sales and services, the Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company's financial position and results of operations was not significant.

Revenue arises from subscriptions to the websites/software, workshops, online workshops and training and coaching/counseling services where the payments are received before the service has been rendered. Beginning January 1, 2009, the company changed its marketing strategy such that the company no longer collects revenues in advance of rendering services.  Instead, for all new customers, a monthly subscription fee is received for access to the online training and courses and website/data during a given month.  As all the products and services are delivered during the month, the revenues are recognized in the month it is delivered.   All revenues collected in prior periods from the legacy marketing strategy are deferred and recognized as per the existing revenue recognition policy. Additionally, any revenues from services such as coaching/counseling that are sold in advance of delivery will be deferred using the existing revenue recognition policy. Thus we have two distinct revenue models that were used during fiscal years 2012 and 2011 and revenue under either model will be recognized under its appropriate model. The Company reserves the option to operate under either model as the business environment dictates.

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

  As of March 31, 2012 and 2011, the Company’s deferred revenue was $222,133 and $261,260, respectively.

Website Development Costs

The Company recognizes website development costs in accordance with Accounting Standards Codification subtopic 350-50, Website Development Costs ("ASC 350-50”). As such, the Company expenses all costs incurred that relate to the planning and post implementation phases of development of its website. Direct costs incurred in the development phase are capitalized and recognized over the estimated useful life. Costs associated with repair or maintenance for the website is included in cost of net revenues in the current period expenses. During the years ended March 31, 2012 and 2011, the Company did not capitalize any costs associated with the website development.

Software Development Costs

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

Stock-Based Compensation

The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to its employees and directors, including employee stock options and restricted stock awards. The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of time an employee will retain vested stock options before exercising them, the estimated volatility of our common stock price and the number of options that will be forfeited prior to vesting. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Changes in these estimates and assumptions can materially affect the determination of the fair value of stock-based compensation and consequently, the related amount recognized in the Company’s consolidated statements of operations.

Stock-based compensation expense in connection with options granted to employees and directors for the years ended March 31, 2012 and 2011 was $107,896 and $161,735, respectively.

 Segment Information

Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s one principal operating segment.

 Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated 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, and results of operations, liquidity or capital expenditures.

Trends, Risks and Uncertainties

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

Cautionary Factors That May Affect Future Results

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

Potential Fluctuations in Annual Operating Results

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

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

Dependence Upon Management

Our future performance and success is dependent upon the efforts and abilities of our Management. To a very significant degree, we are dependent upon the continued services of Joseph J. Louro, our Chief Executive Officer and Chairman of our Board of Directors, and William Kosoff, our Acting Chief Financial Officer and member of our Board of Directors. If we lost the services of Dr. Louro, Mr. Kosoff, or other key employees before we could get qualified replacements, the loss could materially adversely affect our business.

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

Management of Growth

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

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

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS

The financial statements begin on Page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Previous independent registered public accounting firm

On January 30, 2012 (the “Dismissal Date”), the Company advised RBSM LLP (the “Former Auditor”) that it was dismissed as the Company’s independent registered public accounting firm. The decision to dismiss the Former Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors on January 30, 2012. Except as set forth below, the reports of the Former Auditor on the Company’s consolidated financial statements for the years ended March 31, 2010 and March 31, 2011 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle. The reports of the Former Auditor on the Company’s financial statements for each of the years ended March 31, 2010 and March 31, 2011 contained an explanatory paragraph, which noted that there was substantial doubt about the Company’s ability to continue as a going concern.

During the years ended March 31, 2010 and March 31, 2011, and through the Dismissal Date, the Company has not had any disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s consolidated financial statements for such years.

During the years ended March, 2010 and March 31, 2011, and through the Dismissal Date, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

New independent registered public accounting firm

On January 27, 2012 (the “Engagement Date”), the Company engaged Fiondella, Milone & LaSaracina LLP (“New Auditor”) as its independent registered public accounting firm for the Company’s fiscal year ended March 31, 2012. The decision to engage the New Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with the New Auditor regarding either:

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and acting chief financial officer (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended March 31, 2012 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of March 31, 2012.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

With the participation of our Chief Executive Officer and Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2012 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2012 based on the COSO framework criteria. Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff and reliance on outside consultants for external reporting.  The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.  

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

In light of this material weakness, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the year ended March 31, 2012 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our consolidated financial statements for the year ended March 31, 2012 are fairly stated, in all material respects, in accordance with US GAAP.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 Changes in Internal Controls

During the fiscal quarter ended March 31, 2012, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

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

Directors are elected annually and hold office until the next annual meeting of the stockholders of the Company and until their successors are elected. Officers are elected annually and serve at the discretion of the Board of Directors.

Background of Executive Officers and Directors

Dr. Joseph  J. Louro.  Chief Executive Officer and Chairman of the Board. In June of 2011 Dr. Louro joined the Company as Chief Executive Officer and was elected by the Board to serve as Chairman of the Board of Global Investor Services, Inc. on June 22, 2011.

Dr. Louro, from 2006 to 2011, served as the CEO and President of LDG-Louro Development Group, a business development company focused on real estate transactions, new construction and downtown development projects as well as foreclosure-bankruptcy turnaround solutions.  From 1981 to  2006, Dr. Louro acted as an international speaker for live seminar educational companies.  Dr. Louro’s topics for physicians and businessmen included success principles, practice management skills and leadership skills.  Dr. Louro also taught staff and employees how to enhance the customers overall experience through first class service.  Dr. Louro was licensed by the State of New Jersey in 1981 by the Board of Medical Examiners to practice as a chiropractor and, has since demonstrated the ability to run multiple offices with an integrated staff of chiropractic, medical and osteopathic physicians while also teaching and consulting.

J. Randy MacDonald – President and Chief Financial Officer. In May 2012 Mr. MacDonald joined the Company. Mr. MacDonald was most recently global head of retail at MF Global from April 2010 to November 2011. He also served as Chief Financial Officer from April 2008 to March 2011. Mr. MacDonald was a Director at GFI Group (GFIG) from 2006 to 2008, and was chairman of the compensation committee and a member of the audit committee. From 2006 to 2007, he served as Chief Operating Officer of TD Ameritrade, responsible for all operations, technology and administration functions, including brokerage operations, project management, human resources and real estate. From 2000 to 2006, Mr. MacDonald led financial operations at TD Ameritrade as Chief Financial Officer and Treasurer and played a key role in leading TD Ameritrade in its consolidation efforts. Prior to joining TD Ameritrade, Mr. MacDonald was Chief Financial Officer of Investment Technology Group, Inc. a specialized agency brokerage and technology firm from March 1994 to March 2000. From 1989 to 1994, he was a vice president and group manager for Salomon Brothers. Earlier in his career, he was an audit senior manager at Deloitte & Touche focused on commercial banking, real estate joint ventures and financial services. He began his career at Ernst & Young performing financial audits with a focus on international operations. Mr. MacDonald graduated from Boston College in 1978 with a B.S. in accounting.

 William C. Kosoff  – Acting Chief Financial Officer and Director from September 2006 to May 2012. On May 15, 2012 Mr. Kosoff resigned as Acting Chief Financial Office and remains an employee and a Director of the Company. Mr. Kosoff has been a Director of the Company, and served in various positions including Chief Executive Officer and President during the past six years. He was in the high technology industry for 45 years serving in Engineering, Marketing, Sales, and Senior Management positions with Rockwell International from 1960 to 1984. In 1984 he co-founded Telenetics Corp as President and Chief Executive Officer. In 1987 Telenetics became public through an IPO on NASDAQ and was acquired in 2006 by a private firm. Mr. Kosoff received his Bachelor of Arts in Physics from California State University in 1978 and earned a Professional Certificate in Accounting from New York University in 2010.

Nicholas Maturo – Director. From February 2007 to June 2011 Mr. Maturo served as the Chief Executive Officer, President and Chairman of the Board of Global Investor Services, Inc. In June of 2011 Mr. Maturo stepped down from those positions and remains a Director and employee of the Company.  From September 2005 to December 2006 Mr. Maturo was the Chief Executive Officer of EduTrades, Inc., a company that provides educational and training courses for students interested in learning about investing in the stock market and in other financial instruments. From September 2002 until December 2006 Mr. Maturo worked for Whitney Information Network, Inc., the parent of EduTrades, Inc. as its Chief Operating Officer and in 2004 also became its President. From 1981 to 2000, Mr. Maturo was employed at Philip Morris Cos. where he held a number of executive positions in finance, operations and strategy both at home and abroad. When he left Philip Morris, he was Chief Information Officer of Kraft International. Mr. Maturo earned a Bachelor of Commerce degree in finance and economics from McGill University and also completed the Executive General Management Program at McGill University.

Louis Sagar – Director. During the past five years Mr. Sagar has been and remains the principal in Old School Ventures, LLC, his own marketing consulting firm based in New York City. Previously, Mr. Sagar founded ZONA, a specialty home retailer, Mr. Sagar built a lifestyle merchandising brand with nine retail locations and wholesale operations distributing private label home accessories and lifestyle products throughout the United States, Europe, and Japan. In 1998 Mr. Sagar sold ZONA to a private investment group. Mr. Sagar has been a director of Newsgrade Corporation, the former parent of TRES and a significant shareholder of Voxpath, since April 1998 and a director of TRES since September 2005. In June 2007 Mr. Sagar became the Chairman and Chief Executive Officer of Auction Floor, Inc., a provider of web based technology to the auction industry.

On June 29th 2011 Mr. Freedman resigned from the Board citing insufficient time to devote to his position as a Director due to increased demands of a new position of employment,  and, on May 17, 2011, Todd C. Jorn resigned as director of the Company.

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

Role of the Board

It is the paramount duty of the Board to oversee the Company’s Chief Executive Officer (the “CEO”) and other senior management in the competent and ethical operation of the Company on a day-to-day basis and to assure that the long-term interests of the shareholders are being served. To satisfy this duty, the directors take a proactive, focused approach to their position, and set standards to ensure that the Company is committed to business success through maintenance of high standards of responsibility and ethics.

The Board met formerly a total of three times during fiscal 2012.

Committees

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

Audit Committee

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

 Code of Ethics

The Company has a code of ethics that applies to all of the Company’s employees, including its principal executive officer, principal financial officer and principal accounting officer, and the Board. A copy of this code is available in the Employee Handbook.. The Company intends to disclose any changes in or waivers from its code of ethics by posting such information on its website or by filing a Form 8-K.

Section 16(a) Compliance

Section 16(a) of the Securities Exchange Act of 1934, requires our directors, executive officers and persons who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. During the year ended March 31, 2011, our officers, directors and 10% stockholders made the required filings pursuant to Section 16(a).

ITEM 11. EXECUTIVE COMPENSATION

Directors’ Compensation

Compensation for outside Directors has been set at $25,000 annually plus re-imbursement of reasonable and ordinary expenses. L. Sagar was awarded 2,500 options at $12 per share of which 1,250 vested in January 2007 and 1,250 in January 2008.  As of September 23 2010 the Board suspended cash compensation for outside Directors; however, re-imbursement of reasonable and ordinary expenses will continue to be paid.

Executive Officers’ Compensation

The following table sets forth information concerning the annual and long-term compensation earned by or paid to our Chief Executive Officer and to other persons who served as executive officers as at and/or during the fiscal year ended March 31, 2012 or who earned compensation exceeding $100,000 during fiscal year 2012 (the “named executive officers”), for services as executive officers for the last three fiscal years.

Summary Compensation Table

Outstanding Equity Awards at Fiscal Year-End Table.

 Employment Agreements

Dr. Joseph Louro

On June 22, 2011, Dr. Louro executed an employment agreement with the Company, which was received by the Company on June 24, 2011, pursuant to which he was appointed as the Chief Executive Officer and Chairman of the Company in consideration of an annual salary of $300,000.  If certain performance metrics are achieved, then the base salary shall be increased to $400,000 during year two and $500,000 during year three.  The term of the agreement is for three years which automatically renews for three year periods unless terminated prior to the 90th day following the expiration of the applicable term.  Additionally, Dr. Louro will be eligible for annual cash bonuses equal to at least 50% and up to 100% of his salary subject to recommendation of the Compensation Committee or the Board of Directors.  Dr. Louro will also be entitled to receive incentive bonuses upon the closing of strategic acquisitions, joint ventures or other strategic transactions and/or relationships which are intended to accrue a significant benefit to the Company, as recommended by the Compensation Committee of the Board of Directors or the Board of Directors.  Dr. Louro will also be entitled to receive a special bonus upon the closing of capital funding events, through either public or private offerings, subject to approval by the Board. In addition to the salary and any bonus, Dr. Louro will be entitled to receive health and fringe benefits that are generally available to the Company’s management employees.  As additional compensation, the Company granted Dr. Louro an initial award of 100,000 restricted shares of common stock of the Company and has agreed to provide an equity bonus not to exceed an aggregate of 275,000 shares for the years ended March 31, 2012, 2013 and 2014 based on certain operational improvements established by the Board.  Dr. Louro will be entitled to receive shares equal to 20% of the operational improvement divided by $6.00.

Dr. Louro has agreed to receive only $1 per year until such time that the Company has sufficient cash flow in order to pay his salary. The salary per the contract will accrue as of June 22, 2011.

J. Randy MacDonald

On May 15^, 2012, J. Randy MacDonald was appointed as the President and Chief Financial Officer of the Company in consideration of an annual salary of $200,000. The salary will not be paid until the earlier of 90 days from the date of the agreement or upon the CEO of the Company determining that the Company is financially capable in paying the salary. If certain performance metrics are achieved, then the base salary shall be increased to $300,000 during year two. Additionally, Mr. MacDonald will be eligible for annual cash bonuses equal to at least 50% of his salary subject to recommendation of the Compensation Committee or the Board of Directors. As additional compensation, the Company granted Mr. MacDonald an initial award of 250,000 restricted shares of common stock of the Company of which half shall vest on the one year anniversary of the employment agreement and the balance shall vest on a quarterly basis in the fiscal year ending March 31, 2014.

In addition to the salary and any bonus, Mr. MacDonald will be entitled to receive health and fringe benefits that are generally available to the Company’s management employees. The term of the agreement is for two years which automatically renews for two year periods unless terminated prior to the 90^th day following the expiration of the applicable term.

William Kosoff

On February 6, 2007 the Company entered into a two year employment contract with William Kosoff as President and CFO (the “Kosoff Agreement”). Mr. Kosoff remains a Director of the Company and also serves as Treasurer and Secretary of the Corporation. The Kosoff Agreement provides a first year annual salary of $150,000 with annual increases and performance based bonuses. In addition, the Kosoff Agreement awards stock options of 7,500 shares with 2,500 vesting upon signing and the balance vesting over the life of the contract. The Kosoff Agreement automatically renewed for a successive two year term as of February 6, 2011. On December 31, 2010 Mr. Kosoff entered into an “Unwinding Agreement” with the company wherein he forgave all accrued salary and returned his stock option earned to date to the Company.

Severance Policy:

The employment agreements entered with Dr. Louro, Mr. MacDonald and Mr. Kosoff contain various severance provisions. In the event the employees resign without good reason with 90 days written notice or is terminated for cause (willful misconduct with respect to Mr. Kosoff) with 30 days written notice, the employee is entitled to all accrued and unpaid compensation as of the date of such termination and expense reimbursement.

In the event the employee resigns for good reason with 30 days written notice or is terminated by the Company without cause with 30 days notice, the employee is entitled to the following:

Tax treatment pertaining to the above payments will be referenced under “Tax Clause 280g” for payments and related taxes and if on termination the payments are subject to additional excise tax under Section 4999 of the Internal Revenue Code, under a change in control, the payments will be increased so that the tax effect is borne by the company.

Upon death or disability, the employee is entitled to the following:

Nicholas Maturo

On January 23, 2007 the Company entered into a three year employment contract with Nicholas Maturo as CEO (the “Maturo Agreement”).   In addition, the Company elected him to the Board of Directors and appointed him Chairman of the Board. The Maturo Agreement provides a first year annual salary of $225,000 with annual increases and certain performance-based bonuses. In addition, the Maturo Agreement awards stock options of 30,000 shares with 7,500 vesting upon signing and the balance vesting over the life of the contract.

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

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

On June 24, 2011 Mr. Maturo resigned and CEO and released the Company from all future obligations as an employee of the Company. Mr. Maturo remains a Director of Investview.

On February 1, 2009 the Board of Directors and Mr. Maturo agreed to freeze his compensation at $225,000 per year (the “Salary”) until the Company can generate revenues to attain positive cash flow on an ongoing basis and it is deemed feasible to increase the base salary upwards.  The additional salaries contained in the Amended Maturo Agreement over and above the $225,000 annual  rate  are not being accrued.  In June 2011, Mr. Maturo resigned as an officer of the Company.

In April of 2010 salaries to the Executive Officers were put on hold due to capital constraints being experienced by the Company.  Salaries were the resumed at a reduced level in June of 2010.  On December the Executive Officers entered into certain  “Unwinding Agreements” to forgive accrued salaries and to give back stock options previously earned.  Thus the 30,000 options for Mr. Maturo were canceled.

Key Managers

On January 15, 2008 the company entered into employment agreements with key management (“Key Managers”) of the acquired entities of Razor Data, LLC and Investment tools and Training, LLC (ITT) (the “Key Management Agreements”). Each Key Management Agreements provides a base salary to Key Managers of $150,000 plus annual bonuses to be determined by the CEO and the Board of Directors. The Key Management Agreements last for a term of three years and contain severance pay provisions allowing for the remaining annual salary amount of up to three years if terminated by the company without cause, or by one of the Key Managers if for “Good Reason, or six (6) month’s salary, whichever is greater.” The Key Management Agreements contain Non-Compete covenants as well as provide for ownership of “Inventions” pertaining to the business of the Company. On December 31, 2010 the Key Managers entered into “Unwinding Agreements where all accrued salaries were forgiven.

As of December 31, 2011 these “Key Manager” contracts were terminated voluntarily by the managers of Razor Data and ITT and both Ryan Smith and Rhett Andersen resigned from the Company amicably to pursue other interests

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table provides information as to shares of common stock beneficially owned as of June 25, 2012 by:

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

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

The Company is periodically advanced noninterest bearing operating funds from related parties and shareholders. The advances are due on demand and unsecured. At March 31, 2012 and 2011, due to related party was $105,975 and $71,739, respectively.

During the year ended March 31, 2012, an employee and shareholder was issued 10,000 shares of the Company's common stock in settlement of an advance of $40,000. The Company recorded a loss of $12,000 on the settlement of debt.

During the year ended March 31, 2012, Dr. Joseph J Louro, our Chief Executive Officer, advanced $50,000 to the Company for working capital purposes. On June 6, 2011, the Company issued 8,333 shares of common stock in settlement of the loan of $50,000 and accrued interest of $12,500. No gain or losses resulted from this settlement.

The Company issued an aggregate of $5,000,000 in convertible promissory notes in connection with the acquisition of ITT and Razor during the year ended March 31, 2008. As of March 31, 2012 and 2011, the outstanding balance was $0 and $1,000,000, respectively. The note holders are current employees of the Company's consolidated group. During the year ended March 31, 2012 and 2011, the Company charged $80,000 and $80,000, respectively, as interest expense to operations.

On June 30, 2011, the Company issued a $200,000 convertible promissory note with interest at 8% per annum, due June 30, 2014 to the Company's CEO. The note is convertible into the Company's common stock at $4.00 per share. In connection with the issuance of the note, the Company issued 25,000 warrants to purchase the Company's common stock at $4.00 per share over five years.

On June 30, 2011, the Company issued a $100,000 convertible promissory note with interest at 8% per annum, due June 30, 2014 to the Company's CFO. The note is convertible into the Company's common stock at $4.00 per share. In connection with the issuance of the note, the Company issued 12,500 warrants to purchase the Company's common stock at $4.00 per share over five years.

On December 29, 2011, the Company issued a $100,000 convertible promissory note with interest at 8% per annum, due June 30, 2014 to the Company's CEO. The note is convertible into the Company's common stock at $4.00 per share. In connection with the issuance of the note, the Company issued 12,500 warrants to purchase the Company's common stock at $4.00 per share over five years.

The Company was under contract with Allied Global Ventures, LLC during the year ended March 31, 2012 and 2011, a shareholder of the Company, whereby the related party provides funds for marketing and promotional activity in exchange for an allocated part 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. On September 29, 2011, the Company issued 216,425 shares of common stock in full settlement of Allied's marketing advances. In connection with the settlement, the Company recorded a loss of $259,710 from settlement of debt during the year ended March 31, 2012.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

RBSM LLP served as our independent auditors for the year ended March 31, 2011 and the periods ended June 30, 2011 and September 30, 2011. On January 30, 2012, we changed auditors to Fiondella, Milone and LaSaracina LLP. The following is a summary of the fees billed to the Company for professional services rendered for the fiscal years ended March 31, 2012 and 2011. The fees for the year ended March 31, 2011 were billed by RBSM LLP, and the fees for the year ended March 31, 2012 were billed by both RBSM LLP and Fiondella, Milone and LaSaracina LLP.

AUDIT FEES. Consists of fees billed for professional services rendered for the audit of Investview, Inc.'s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services in connection with statutory and regulatory filings or engagements.

AUDIT-RELATED FEES. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Investview, Inc.’s consolidated financial statements and are not reported under "Audit Fees."

TAX FEES. Consists of fees billed for professional services for tax compliance, tax advice and tax planning.

ALL OTHER FEES. Consists of fees for products and services other than the services reported above. There were no management consulting services provided in fiscal 2012.

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

The Company currently does not have a designated Audit Committee, and accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any 8pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

ITEM 15. EXHIBITS

SIGNATURES

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

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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012 AND 2011

FORMING A PART OF ANNUAL REPORT

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

INVESTVIEW, INC.

(Formerly GLOBAL INVESTOR SERVICES, INC.)

Index to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Investview, Inc.

(Formerly Global Investor Services, Inc.)

Draper, Utah

We have audited the accompanying consolidated balance sheet of Investview Inc. and its wholly owned subsidiaries (formerly Global Investor Services, Inc., the "Company") as of March 31, 2012, and the related consolidated statements of operations, deficiency in stockholders’ equity and cash flows for the year ended March 31, 2012. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, based on our audit, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Investview Inc. and its wholly owned subsidiaries as of March 31, 2012, and the results of their operations and their cash flows for the year ended March 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred significant recurring losses. In addition, as of March 31, 2012 the Company’s current liabilities exceed its current assets. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Fiondella, Milone & LaSaracina LLP

Glastonbury, Connecticut

June 28, 2012

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Investview, Inc.

(formerly Global Investor Services, Inc.)

We have audited the accompanying consolidated balance sheet of Investview, Inc. and subsidiaries (formerly Global Investor Services, Inc., the “Company”) as of March 31, 2011 and the related consolidated statements of operations, deficiency in stockholders’ equity, and cash flows for the year ended March 31, 2011. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2011, and the results of its operations and its cash flows for the year ended March 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the Note 2, the Company has suffered recurring losses from operations and has a net accumulated deficiency as of March 31, 2011, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are described in Note 2. The accompanying statements do not include any adjustments that might result from the outcome of this uncertainty.

New York, New York
July 14, 2011

INVESTVIEW, INC.

(formerly known as Global Investor Services, Inc.)

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2012 AND 2011

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

INVESTVIEW, INC.

(formerly known as Global Investor Services, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

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

 INVESTVIEW, INC.

(formerly known as Global Investor Services, Inc.)

CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY

FROM APRIL 1, 2010 THROUGH MARCH 31, 2012

INVESTVIEW, INC.

(formerly known as Global Investor Services, Inc.)

CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS’ EQUITY

FROM APRIL 1, 2010 THROUGH MARCH 31, 2012

INVESTVIEW, INC.

(formerly known as Global Investor Services, Inc.)

CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS’ EQUITY

FROM APRIL 1, 2010 THROUGH MARCH 31, 2012