Investview, Inc. - FORM 10-Q - February 22, 2011

Attached files

file	filename
EX-31.2 - Investview, Inc.	v211992_ex31-2.htm
EX-32.2 - Investview, Inc.	v211992_ex32-2.htm
EX-32.1 - Investview, Inc.	v211992_ex32-1.htm
EX-31.1 - Investview, Inc.	v211992_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended December 31, 2010

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

For the transition period from ________________ to _______________

000-27019

(Commission file number)

Global Investor Services, Inc.

(Exact name of registrant as specified in its charter)

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

708 3rd Avenue, 6th Floor

New York, New York 10017

(Address of principal executive offices)

(212) 227-2242

(Issuer's telephone number)

TheRetirementSolution.com, Inc.

(Former name of Registrant)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

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

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

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

As of February 22, 2011, there were 515,395,655 shares of common stock (excluding 120,000,000 shares issued and held in Escrow per The Cougar Group, Asian Sales Agency Agreement), par value $.001 per share, outstanding.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

FORM 10-Q

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010

TABLE OF CONTENTS

PART 1	FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of December 31, 2010 (Unaudited) and March 31, 2010.	3

	Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended December 31, 2010 and 2009 (Unaudited)	4

	Condensed Consolidated Statement of (Deficiency in) Stockholders' Equity from April 1, 2010 through December 31, 2010 (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2010 and 2009 (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements as of December 31, 2010 (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52

Item 4.	Controls and Procedures	52

PART II	OTHER INFORMATION	53

Item 1.	Legal Proceedings	53

Item 1A	Risk Factors	53

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 3.	Defaults Upon Senior Securities	54

Item 4.	Reserved	54

Item 5.	Other Information	54

Item 6.	Exhibits	56

SIGNATURES		57

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31,			March 31,
	2010			2010
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	96,401		$	48,828
Deferred costs		53,610			14,880
Employee advances		6,400			6,400
Prepaid expenses		523,518			238,198
Other current assets		1,044			1,233
Total current assets		680,973			309,539

Property, plant and equipment, net of accumulated depreciation of $2,289, 250 and $1,711,954 as of December 31, 2010 and March 31, 2010, respectively		658,529			1,235,825

Other assets:
Deposits		21,600			21,600
Customers list, net of accumulated amortization of $492,806 and $367,869 as of December 31, 2010 and March 31, 2010, respectively		6,941			131,878

Total assets	$	1,368,043		$	1,698,842

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	1,659,038		$	1,818,855
Deferred revenue		444,048			79,633
Marketing advances		796,960			-
Due to related party		30,764			31,264
Convertible notes payable, current portion		779,249			221,970
Notes payable, current portion		208,012			200,000
Total current liabilities		3,918,071			2,351,722

Long term debt:
Warrant derivative liability		267,267			625,137
Convertible debt derivative liability		109,134			1,120,476
Notes payable, long term portion		120,000			-
Convertible notes payable, long term portion		1,138,530			2,564,439
Convertible notes payable, long term portion-related party		1,000,000			1,000,688
Total long term debt		2,634,931			5,310,740

Total liabilities		6,553,002			7,662,462

DEFICIENCY IN STOCKHOLDERS' EQUITY
Common stock, par value $0.001; 700,000,000 shares authorized; 634,295,655 and 347,967,310 issued and 514,295,655 and 347,967,310 outstanding as of December 31, 2010 and March 31, 2010, respectively		514,296			347,967
Additional paid in capital		58,347,287			46,472,485
Warrant subscription receivable		(82,917	)		-
Subscription received		-			500,000
Common shares to be issued		1,500,000			3,500,000
Accumulated deficit		(65,463,625	)		(56,784,072	)
Total (deficiency in) stockholders' equity		(5,184,959	)		(5,963,620	)

Total liabilities and (deficiency in) stockholders' equity	$	1,368,043		$	1,698,842

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended December 31,						Nine months ended December 31,
	2010			2009			2010			2009
Revenue, net:
Subscription revenue	$	471,531		$	266,858		$	1,227,949		$	734,709
Training revenue		-			34,290			712			133,247
Total revenue		471,531			301,148			1,228,661			867,956

Operating costs:
Cost of sales and service		140,814			241,408			488,628			695,494
Selling, general and administrative		1,633,368			663,719			4,338,031			3,688,350
Depreciation and amortization		234,322			234,486			702,233			703,556
Total operating expenses		2,008,504			1,139,613			5,528,892			5,087,400

Net loss from operations		(1,536,973	)		(838,465	)		(4,300,231	)		(4,219,444	)

Other income (expense):
Gain (loss) on change in fair value of derivative liabilities		(63,247	)		1,376,172			(648,898	)		(535,858	)
Loss on settlement of debt and warrants		(29,509	)		-			(487,009	)		-
Interest, net		(185,274	)		(273,302	)		(3,243,226	)		(798,505	)
Other		(243	)		34,711			(189	)		34,801

Net (loss) income before provision for income taxes		(1,815,246	)		299,116			(8,679,553	)		(5,519,006	)

Income taxes (benefit)		-			-			-			-

NET (LOSS) INCOME	$	(1,815,246	)	$	299,116		$	(8,679,553	)	$	(5,519,006	)
(Loss) income per common share:
Basic	$	(0.00	)	$	0.00		$	(0.02	)	$	(0.02	)
Diluted	$	(0.00	)	$	0.00		$	(0.02	)	$	(0.02	)
Weighted average number of common shares used in (loss) income per share calculation:
Basic		494,151,274			339,786,483			413,337,032			325,142,199
Diluted		494,151,274			413,199,304			413,337,032			325,142,199

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

CONDENSED CONSOLIDATED STATEMENT OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY

FROM APRIL 1, 2010 THROUGH DECEMBER 31, 2010

(unaudited)

								Additional		Common shares						Warrant
	Stock			Common stock				Paid in		To be issued						Subscription			Accumulated
	Subscription			Shares		Amount		Capital		Shares			Amount			Receivable			Deficit			Total
Balance, April 1, 2010	$	500,000			347,967,310	$	347,967	$	46,472,485		14,000,000		$	3,500,000		$	-		$	(56,784,072	)	$	(5,963,620	)
Common stock issued in April 2010 in exchange for convertible debt		-			1,000,000		1,000		29,000		-			-			-			-			30,000
Common stock issued in June 2010 in exchange for convertible debt and related accrued interest		-			27,526,745		27,527		853,525		-			-			-			-			881,052
Common stock issued in June 2010 connection acquisition of ITT and Razor		-			8,000,000		8,000		1,992,000		(8,000,000	)		(2,000,000	)		-			-			-
Common stock issued in June 2010 in exchange for services rendered		-			2,000,000		2,000		155,500		-			-			-			-			157,500
Common stock issued in June 2010 for deferred compensation		-			2,050,000		2,050		49,450		-			-			-			-			51,500
Common stock issued July 2010 in exchange for convertible debt		-			3,846,154		3,846		246,154		-			-			-			-			250,000
Common stock issued in August 2010 in exchange for services rendered		-			5,000,000		5,000		253,000		-			-			-			-			258,000
Common stock issued in September 2010 in exchange for services rendered		-			3,133,334		3,133		123,467		3,400,000			153,000			-			-			279,600
Common stock issued in September 2010 in exchange for convertible debt and related accrued interest		-			34,127,927		34,128		886,581		40,896,141			2,171,257			-			-			3,091,966
Common stock issued in September 2010 in connection with warrant exercise		-			4,783,335		4,783		237,717		6,375,002			318,750			(236,458	)		-			324,793
Stock subscription converted to convertible debt		(500,000	)		-		-		-		-			-			-			-			(500,000	)
Beneficial conversion feature on convertible debt		-			-		-		913,334		-			-			-			-			913,334
Initial fair value of reset warrants previously classified outside equity		-			-		-		513,188		-			-			-			-			513,188
Initial fair value of beneficial conversion features previously classified outside equity		-			-		-		1,262,046		-			-			-			-			1,262,046
Fair value of options issued to employees		-			-		-		134,761		-			-			-			-			134,761
Subtotal	$	-			439,434,805	$	439,435	$	54,122,208		56,671,143		$	4,143,007		$	(236,458	)	$	(56,784,072	)	$	1,684,120

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

CONDENSED CONSOLIDATED STATEMENT OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY

FROM APRIL 1, 2010 THROUGH DECEMBER 31, 2010

(unaudited)

							Additional		Common shares						Warrant
	Stock		Common stock				Paid in		To be issued						Subscription			Accumulated
	Subscription		Shares		Amount		Capital		Shares			Amount			Receivable			Deficit			Total
Subtotal	$	-		439,434,805	$	439,435	$	54,122,208		56,671,143		$	4,143,007		$	(236,458	)	$	(56,784,072	)	$	1,684,120
Proceeds received from warrant exercises		-		-		-		-		-			-			153,541			-			153,541
Common stock issued in settlement of subscription		-		50,671,143		50,671		2,592,336		(50,671,143	)		(2,643,007	)		-			-			-
Common stock issued in October 2010 in exchange for services rendered and prepaid service fees		-		427,000		427		29,463		-			-			-			-			29,890
Common stock issued in November 2010 in exchange for services rendered		-		7,800,000		7,800		421,200		-			-			-			-			429,000
Common stock issued in December 2010 in exchange for services rendered and prepaid service fees		-		13,499,360		13,499		660,251		-			-			-			-			673,750
Common stock issued in December 2010 in exchange for convertible debt and related accrued interest		-		2,096,680		2,097		120,446		-			-			-			-			122,543
Common stock issued in December 2010 in connection with warrant exercise				366,667		367		14,633		-			-			-			-			15,000
Contributed capital by shareholders from forgiveness of notes payable		-		-		-		386,750		-			-			-			-			386,750
Net loss																			(8,679,553	)		(8,679,553	)
Balance, December 31, 2010	$	-		514,295,655	$	514,296	$	58,347,287		6,000,000		$	1,500,000		$	(82,917	)	$	(65,463,625	)	$	(5,184,959	)

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

	Nine Months ended December 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,679,553	)	$	(5,519,006	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		702,233			703,556
Common stock issued for services rendered		1,135,600			698,050
Common stock issued in settlement of interest expense		548,671			-
Amortization of debt discount relating to convertible notes payable		2,859,202			277,806
Vested options issued for services rendered		134,761			694,815
Change in fair value of derivative liabilities		648,898			535,859
Change in fair value of re priced employee vested options		-			9,381
Amortization of financing costs		-			67,962
Accretion of interest related to marketing advances		90,000			-
Loss on settlement of debt and warrants		487,009			-
Amortization of deferred compensation		457,320			691,429
(Increase) decrease in:
Deferred costs		(38,730	)		(58	)
Employee advances		-			150
Other assets		189			14,509
Increase (decrease) in:
Accounts payable and accrued liabilities		197,378			893,075
Deferred revenue		364,415			(8,818	)
Net cash used in operating activities:		(1,092,607	)		(941,290	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities:		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Marketing advances, net of repayments		706,960			-
Proceeds from exercise of warrants		210,208			-
Proceeds from issuance of convertible debt, net		342,500			1,055,970
Repayments of notes payable		(118,988	)		-
Proceeds (repayments) of related party advances, net		(500	)		(99,937	)
Net cash provided by financing activities		1,140,180			956,033

Net increase in cash and cash equivalents		47,573			14,743
Cash and cash equivalents-beginning of period		48,828			75,259
Cash and cash equivalents-end of period	$	96,401		$	90,002

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non cash financing activities:
Contributed capital by shareholders from forgiveness of notes payable	$	386,750		$	-
Common stock issued in exchange for notes payable and accrued interest	$	4,375,561		$	370,776
Beneficial conversion feature attributable to convertible debentures	$	913,334		$	277,806
Common stock issued for in settlement of outstanding payables	$	357,195		$	181,643
Notes payable issued in exchange for warrants	$	120,000		$	-

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

General

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Rule S-X of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. However, the results from operations for the nine months ended December 31, 2010, are not necessarily indicative of the results that may be expected for the year ending March 31, 2011. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated March 31, 2010 financial statements and footnotes thereto included in the Company's Form 10-K filed with the SEC.

Business and Basis of Presentation

Global Investor Services, Inc. (the "Company") was incorporated on August 10, 2005 under the laws of the State of Nevada. On September 16, 2006, the Company changed its name to TheRetirementSolution.Com, Inc. and on October 1, 2008 to Global Investor Services, Inc. The Company currently markets directly and through its marketing partners as well as online, certain investor products and services that provide financial and educational information to its prospective customers and to its subscribers.

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

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.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition (Continued)

Revenue arises from subscriptions to the websites/software, workshops, online workshops and training and coaching/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 the Company has two distinct revenue models that were used during FY 2009 and revenue under either model will be recognized under its appropriate model. The company reserves the option to operate under either model as the business environment dictates.

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

Product		Recognition Policy
Live Workshops and Workshop Certificates		Deferred and recognized as the workshop is provided or certificate expires

Online training and courses		Deferred and recognized a.) as the services are delivered, or b.) when usage thresholds are met, or c.) on a straight-line basis over the initial product period

Coaching/Counseling services		Deferred and recognized as services are delivered, or on a straight-line basis over the life of the customer’s contract

Website/data fees (monthly)		Not Deferred, recognized in the month delivered

Website/data fees (pre-paid subscriptions)		Deferred and recognized on a straight-line basis over the subscription period

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclassification

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

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2010 and 2009. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

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 nine months ended December 31, 2010 and 2009 was $134,761 and $694,815, respectively.

Net Loss per Share

The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. The Company excluded 85,393,113 and 73,412,821 shares of common stock equivalents, that would be resulted from conversion of convertible debt, or exercise of stock options and warrants, from the diluted loss per share because their effect is anti-dilutive on the computation for the nine months ended December 31, 2010 and 2009, respectively.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reliance on Key Personnel and Consultants

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

Recent accounting pronouncements

In December 2010, ASU Update No. 2010-28, Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force), addresses questions about entities that have reporting units with zero or negative carrying amounts. The amendments in this Update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The qualitative factors are consistent with the existing guidance and examples in paragraph 350-20-35-30, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The amendments in this Update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. As a result, current GAAP will be improved by eliminating an entity’s ability to assert that a reporting unit is not required to perform Step 2 because the carrying amount of the reporting unit is zero or negative despite the existence of qualitative factors that indicate the goodwill is more likely than not impaired. As a result, goodwill impairments may be reported sooner than under current practice. ASU Update no. 2010-28 is effective for fiscal years, and interim periods within those years, beginning after Dec. 15, 2010. Early adoption is not permitted. The Company does not expect the adoption of ASU 2010-28 will have a material effect on its unaudited condensed consolidated financial statements.

In July 2010, the FASB issued Accounting Standards Update 2010-20 which amend “Receivables” (Topic 310). ASU 2010-20 is intended to provide additional information to assist financial statement users in assessing an entity’s risk exposures and evaluating the adequacy of its allowance for credit losses. The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. The amendments in ASU 2010-20 encourage, but do not require, comparative disclosures for earlier reporting periods that ended before initial adoption. However, an entity should provide comparative disclosures for those reporting periods ending after initial adoption. The Company does not expect the adoption of ASU 2010-20 will have a significant impact on its unaudited condensed consolidated financial statements .

There were various other 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.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

2. GOING CONCERN MATTERS

The Company’s unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred significant recurring losses which have resulted in an accumulated deficit of $65,463,625 at December 31, 2010 which raises substantial doubt about the Company’s ability to continue as a going concern.

Continuation as a going concern is dependent upon obtaining additional capital and upon the Company’s attaining profitable operations. The Company will require a substantial amount of additional funds to complete the development of its products, to build a sales and marketing organization, and to fund additional losses which the Company expects to incur over the next few years. The management of the Company intends to seek additional funding through a Private Placement Offering which will be utilized to fund product development and continue operations. The Company recognizes that, if it is unable to raise additional capital, it may find it necessary to substantially reduce or cease operations. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

3. PREPAID EXPENSES

From time to time, the Company issues shares of its common stock for services to be preformed. The fair value of the common stock is determined at the date of the contract for services and is amortized ratably over the term of the contract. As of December 31, 2010 and March 31, 2010, prepaid expenses were $523,518 and $238,198, respectively. During the nine months ended December 31, 2010, the Company charged an aggregate of $457,319 to current period operations.

4. PROPERTY AND EQUIPMENT

The Company’s property and equipment at December 31, 2010 and March 31, 2010:

	December 31, 2010 (unaudited)			March 31, 2010
Software	$	2,920,000		$	2,920,000
Computer equipment		4,211			4,211
Office equipment		23,568			23,568
		2,947,779			2,947,779
Less accumulated depreciation		(2,289,250	)		(1,711,954	)
	$	658,529		$	1,235,825

Depreciation expense charged to operations amounted to $192,503 and $577,469, respectively, for the three and nine months ended December 31, 2010, and $192,841 and $578,619, respectively, for the three and nine months ended December 31, 2009.

5. CUSTOMERS LIST

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

	December 31, 2010 (unaudited)			March 31, 2010
Customers list	$	499,747		$	499,747
Less accumulated amortization		(492,806	)		(367,869	)
	$	6,941		$	131,878

The Company recorded amortization expense of $41,646 and $124,937, respectively, for each of the three and nine months ended December 31, 2010, and $41,646 and $124,937, respectively, for the three and nine months ended December 31, 2009.

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	December 31, 2010 (unaudited)		March 31, 2010
Accounts payable	$	1,062,487	$	989,471
Accrued consulting and commissions payable		63,507		24,500
Accrued interest payable		475,675		615,483
Accrued payroll taxes		11,936		11,477
Accrued salaries and wages		45,433		177,924
	$	1,659,038	$	1,818,855

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

7. MARKETING ADVANCES

On April 1, 2010, the Company entered into an agreement with Allied Global Ventures, LLC (“Allied”) whereby Allied invested $300,000 (the “Proceeds”) in three equal tranches, on April 1, 2010, May 1, 2010 and June 1, 2010. The Proceeds are to be used to market the Company’s products and services. The Company is required to utilize 15% of all future revenue in repaying the proceeds borrowed from Allied commencing July 2010. Additionally, after repayment of the Proceeds, the Company will pay Allied an additional 100% on the Proceeds (the “Return”) payable based upon 5% of the Company’s monthly sales for this purpose. Subsequent to the initial agreement, Allied increased the Proceeds to an aggregate of $450,000 under the same terms and conditions.

During the nine months ended December 31, 2010, the Company made repayment of $89,308. Additionally, the Company accreted and charged to operations in the amount of $90,000 as due relating to the Return based on expected payback term. The balance payable under the Allied marketing including the accumulated accretion was $450,693 at December 31, 2010.

On July 27, 2010, ITT entered into a Marketing Fund Agreement (the “Wealth Agreement”) with Wealth Engineering LLC (“Wealth”) whereby Wealth agreed to invest $100,000 in ITT on a monthly basis. In return for Wealth’s monthly investment, ITT agreed to repay Wealth from the future gross sales revenue derived from ITT’s marketing campaigns in an amount of fifty percent (50%) of the first month’s gross sales and twenty-five percent (25%) of the second and each successive month’s gross sales revenue related to those sales that originated in that particular month and throughout the subscription period. The terms of the Agreement, as agreed to by ITT and Wealth, shall only apply to each month that Wealth funds, in whole or in part, ITT’s media campaign. Moreover, the Agreement is terminable by either ITT or Wealth at any time. As of December 31, 2010, Wealth funded an aggregate of $480,000 under this agreement.

During the nine months ended December 31, 2010, the Company made repayment of $133,733, and the balance payable under the Wealth Agreement was $346,267 at December 31, 2010.

8. NOTES PAYABLE

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

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

In connection with the issuance of the promissory note payable, the Company issued warrants to purchase its common stock at $0.01 per share for five years. The fair value of the warrants of $101,183 was fully amortized as of December 31, 2010. During the nine months ended December 31, 2010 and 2009, the Company had charged to current period operations $-0- and $5,910 as amortization of financing costs. The fair value of the warrants were determined using the Black Scholes Option Pricing Model based on the following assumptions: Dividend yield: -0-%; Volatility: 138.87%; Risk free rate: 1.48%; Term: 5 years.

On September 30, 2010, the Company issued a note payable for $127,000 exchanged previously issued convertible notes (see Note 8, Convertible Note #22 and #25) in an aggregate total of $85,000 recording a loss on settlement of debt of $42,000. The promissory note is payable at 18% per annum and is due in monthly payments through December 2010. As of December 31, 2010, The Company paid $118,988 with a balance in default as of December 31, 2010 of $8,012.

On September 30, 2010, the Company issued an aggregate of $120,000 promissory notes due five years from issuance at 8% per annum payable at maturity in exchange for the cancellation of 3,000,002 previously issued warrants. The fair value of the exchanged warrants, approximately equaled the fair value of the issued notes at the date of the exchange.

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

	December 31, 2010 (unaudited)			March 31, 2010
Note payable to related party	$	200,000		$	200,000
Note payable, due December 2010		8,012			-
Notes payable, due September 2015		120,000			-
Total		328,012			200,000
Less: Notes payable, current portion		(208,012	)		-
Notes payable, long term portion	$	120,000		$	-

9. CONVERTIBLE NOTES

During the nine months ended September 30, 2010, the Company entered into agreements with certain of its convertible noteholders to induce conversion of notes and exercise of the related warrants. The offer to the note and warrant holders was based on the nature of the class of securities held by each group. The groups consisted of noteholders from the bridge financing done in 2007, the private placements conducted in 2008, and the note and warrant holders from the latest private placements conducted throughout 2009 through the present period. In general, noteholders who held notes without detachable warrants were offered a bonus of 10% added to their principal plus accrued interest earned to be converted at 50% of their original, stated conversion rate. Noteholders with Warrants attached were offered a conversion of their notes at the stated rate plus interest with no additional incentive to convert. Secondly they were offered the right to exercise their warrants at a 50% discount with payment in cash, or the conversion of their warrants through redemption by the Company in exchange for a new non convertible promissory note based on the number of warrants owned by each. All of the note and warrant holders also had the option to keep their current position with their notes and warrants unchanged.

During the nine months ended December 31, 2010, the Company issued an aggregate of 109,493,647 shares of common stock, valued at $4,375,561, in exchange for convertible notes and accrued unpaid interest. Total loss in connection with the induced conversion or debt and warrants settlement amounted to $487,009 for the nine months ended December 31, 2010.

Convertible Note #1

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

Convertible Note #2

Convertible Note #3

In May 2007, the Company received $100,000 in exchange for a Convertible Note (Note) that originally matured on August 31, 2007. The Note bears an interest rate of 18%. The Company reached a settlement to issue common stock by no later than December 8, 2008 at the average price back 90 days. The shares have never been issued and the Note is currently in default.

Convertible Note #4

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

9. CONVERTIBLE NOTES (continued)

$25,000 of the Convertible Note was converted to common stock and during the year ended March 31, 2010, the Company paid $3,030 as principal payment leaving a remaining balance of $21,970. During the nine months ended December 31, 2010, the remaining balance of $21,970 and all accrued unpaid interest was converted to 790,310 shares of common stock.

Convertible Note #5

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

In accordance with ASC 470-20, the Company recognized an imbedded beneficial conversion feature present in Convertible Note #5. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and a discount against the Convertible Note.

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

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

During the nine months ended December 31, 2010, the Company entered into an agreement with the noteholder to issue 783,333 shares of its common stock in settlement of the convertible note and accrued interest representing an effective conversion rate of $0.075 per share. The Company recorded a loss on settlement of debt of $17,625 in the current period operations.

Convertible Notes #6

In May 2008, the Company received $250,000 and exchanged an existing convertible note of $100,000 for a Convertible Notes (“Notes”) in the amount of $350,000 that matures in May 2011. The Notes bears interest at a rate of 10% and will be convertible into 2,333,333 shares of the Company’s common stock, at a conversion rate of $.15 per share. Interest will also be converted into common stock at the conversion rate of $.15 per share.

In accordance with ASC 470-20, the Company recognized an imbedded beneficial conversion feature present in Convertible Notes #6. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and a discount against the Convertible Note. In connection with the issuance of the convertible note, the Company issued 700,000 shares of common stock. The common stock was valued at the date of the related convertible note.

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

During the quarter ended June 30, 2010, the Company issued 400,000 shares of common stock in settlement of $20,000 of the convertible note.

During the quarter ended September 30, 2010, the Company entered into an agreement with the noteholder to issue 3,133,334 shares of its common stock in settlement of the $200,000 of convertible notes and accrued interest representing a effective conversion rate of $0.075 per share. The Company recorded a loss on settlement of debt of $57,375 in this period.

During the quarter ended December 31, 2010, the Company entered into an agreement with the noteholder to issue 1,756,680 shares of its common stock in settlement with $80,000 of convertible notes and accrued interest representing an effective conversion rate of $0.05 per share. The Company recorded a loss on settlement of debt of $21,959 in this period.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

9. CONVERTIBLE NOTES (Continued)

For the nine months ended December 31, 2010 and 2009, the Company amortized and wrote off debt discount in the amount of $37,839 and $27,169, respectively, to current period operations as interest expense.

Convertible Note #7

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

In accordance with ASC 470-20, the Company recognized an imbedded beneficial conversion feature present in Convertible Note #7. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and a discount against the Convertible Note.

The total debt discount attributed to the beneficial conversion feature and common stock issued in the amount of $27,344 is charged operations ratably over the note term as interest expense.

For the nine months ended December 31, 2010 and 2009, the Company amortized $9,881 to current period operations as interest expense.

Convertible Note #8

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

In accordance with ASC 470-20, the Company recognized an imbedded beneficial conversion feature present in Convertible Note #8. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and a discount against the Convertible Note.

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

During the nine months ended December 31, 2010, the Company entered into an agreement with the noteholder to issue 1,175,000 shares of its common stock in settlement of the of convertible note and accrued interest representing a effective conversion rate of $0.046 per share. The Company recorded a loss on settlement of debt of $28,688 in the current period operations.

For the nine months ended December 31, 2010 and 2009, the Company amortized and wrote off $5,670 and $3,947 to current period operations as interest expense, respectively.

Convertible Note #9

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

In accordance with ASC 470-20, the Company recognized an imbedded beneficial conversion feature present in Convertible Note #9. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and a discount against the Convertible Note.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

9. CONVERTIBLE NOTES (Continued)

The total debt discount attributed to the beneficial conversion feature and common stock issued in the amount of $32,813 is charged operations ratably over the note term as interest expense.

For nine months ended December 31, 2010 and 2009, the Company amortized $11,857 and $11,858 to current period operations as interest expense, respectively.

Convertible Note #10

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

In accordance with ASC 470-20, the Company recognized an imbedded beneficial conversion feature present in Convertible Note #10. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and a discount against the Convertible Note.

The total debt discount attributed to the beneficial conversion feature and common stock issued in the amount of $43,750 is charged operations ratably over the note term as interest expense.

For the nine months ended December 31, 2010 and 2009, the Company amortized $15,810 to current period operations as interest expense.

Convertible Note #11

In accordance with ASC 470-20, the Company recognized an imbedded beneficial conversion feature present in Convertible Note #11. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and a discount against the Convertible Note.

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

For the nine months ended December 31, 2010 and 2009, the Company amortized $3,953 to current period operations as interest expense.

Convertible Note #12

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

9. CONVERTIBLE NOTES (Continued)

In accordance with ASC 470-20, the Company recognized an imbedded beneficial conversion feature present in Convertible Note #12. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and a discount against the Convertible Note.

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

During the nine months ended December 31, 2010, the Company entered into an agreement with the noteholder to issue 1,175,000 shares of its common stock in settlement of the of convertible note and accrued interest representing an effective conversion rate of $0.046 per share. The Company recorded a loss on settlement of debt of $28,688 in the current period operations.

For the nine months ended December 31, 2010 and 2009, the Company amortized and wrote off $5,677 and $3,953 to current period operations as interest expense, respectively.

Convertible Note #13

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

In accordance with ASC 470-20, the Company recognized an imbedded beneficial conversion feature present in Convertible Note #13. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and a discount against the Convertible Note.

The total debt discount attributed to the beneficial conversion feature and common stock issued in the amount of $5,469 is charged operations ratably over the note term as interest expense.

For the nine month period ended December 31, 2010, the Company amortized $1,976 to current period operations as interest expense.

Convertible Note #14

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

In accordance with ASC 470-20, the Company recognized an imbedded beneficial conversion feature present in Convertible Note #14. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and a discount against the Convertible Note.

The total debt discount attributed to the beneficial conversion feature and common stock issued in the amount of $128,606 is charged operations ratably over the note term as interest expense.

During the nine months ended December 31, 2010, the Company issued 3,846,154 shares of its common stock in settlement of the convertible note.

For the nine months ended December 31, 2010 and 2009, the Company amortized and wrote off $51,207 and $46,171 to current period operations as interest expense, respectively.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

9. CONVERTIBLE NOTES (Continued)

Convertible Note #15

In March 2009, the Company issued a $60,000 Convertible Note that matures in May 2011 in exchange for outstanding accounts payable. The Note bears interest at a rate of 10% and will be convertible into 600,000 of the Company’s common stock, at a conversion rate of $.10 per share. Interest will also be converted into common stock at the conversion rate of $.10 per share. There was no imbedded beneficial conversion feature presented in Convertible Note #15.

During the nine months ended December 31, 2010, the Company issued 675,000 shares of common stock in settlement of the convertible note and accrued interest.

Convertible Note #16

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

On September 30, 2010, the Company entered into an agreement with noteholders to settle the above described note, part of Note # 17 (see below) in the amount of $240,000, and a $550,000 note (see Note # 24 below), an aggregate accrued interest of $333,400, and an aggregate of 13,166,667 warrants previously issued in exchange for 27,446,667 shares of its common stock and a convertible promissory notes in aggregate of $1,826,667; 8% per annum, due September 30, 2015 and convertible at $0.03 per share (See Convertible Notes # 26, below). The Company issued 8,746,667 shares as of September 30, 2010, and the remaining 18,700,000 shares of common stock were issued immediately subsequent to September 30, 2010. All original embedded derivatives and warrant liabilities in connection with these converted notes were marked to market at the date of this transaction and reclassified to equity (see Note 9 and 10).

Convertible Promissory Notes #17

On July 31, 2009, the Company issued $1,029,000 in Convertible Promissory Notes that matures July 31, 2012. The Promissory Notes bear interest at a rate of 8% and will be convertible into 34,300,000 shares of the Company’s common stock, at a conversion rate of $.03 per share and are subject to certain dilutive issuance provisions. Interest will also be converted into common stock at the conversion rate of $.03 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 17,150,006 warrants to purchase the Company’s common stock at $0.05 per share over five years and is subject to certain dilutive issuance provisions.

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

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

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

9. CONVERTIBLE NOTES (Continued)

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

The Company allocated proceeds based on the relative fair values of the reset provisions of the debt and warrants, measured at an aggregate of $1,029,000, to the warrant and debt reset provision liabilities and a discount to Convertible Promissory Notes. Subsequent to the initial issuance date, the Company is required to adjust to fair value the warrant and debt reset provision liabilities as an adjustment to current period operations (see Notes 10 and 11).

During the nine months ended December 31, 2010, the Company entered into an agreement with the noteholders to issue an aggregate of 25,915,432 shares of its common stock in settlement of $712,000 of the convertible notes and accrued interest, and 3,000,000 of previously issued warrants. The Company also entered into a separate agreement to settle $240,000 of this note (see Note #16).

For the nine months ended December 31, 2010 and 2009, the Company amortized and wrote off $759,379 and $144,586, respectively, to current period operations as interest expense. After the conversion of the note during the nine-months ended December 31, 2010, the remaining face amount of this note is $77,000 and unamortized debt discount is $40,537.

Convertible Promissory Notes #18

On December 17, 2009, the Company issued a $30,000 Convertible Promissory Note that matures December 17, 2012. The Promissory Notes bear interest at a rate of 8% and will be convertible into 34,300,000 shares of the Company’s common stock, at a conversion rate of $.03 per share and are subject to certain dilutive issuance provisions. Interest will also be converted into common stock at the conversion rate of $.03 per share. In connection with the issuance of the Convertible Promissory Note, the Company issued 500,000 warrants to purchase the Company’s common stock at $0.05 per share over five years and is subject to certain dilutive issuance provisions.

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

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

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

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

9. CONVERTIBLE NOTES (Continued)

During the nine months ended December 31, 2010, the Company entered into an agreement with the noteholder to issue an aggregate of 1,026,400 shares of its common stock in settlement of the convertible note and accrued interest.

For the nine months ended December 31, 2010 and 2009, the Company amortized and wrote off $27,153 and $383, respectively, to current period operations as interest expense.

Convertible Promissory Notes #19 (related party)

On March 31, 2010, the Company issued $754,473 in Convertible Promissory Notes that matures March 31, 2013 in exchange for accrued and unpaid salaries. The Promissory Notes bear interest at a rate of 8% and will be convertible into 25,149,101 shares of the Company’s common stock, at a conversion rate of $.03 per share. Interest will also be converted into common stock at the conversion rate of $.03 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 12,574,551 warrants to purchase the Company’s common stock at $0.05 per share over five years.

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

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

During the nine months ended December 31, 2010, the Company issued an aggregate of 25,149,101 shares of common stock in settlement the Convertible Promissory Notes. The Company wrote off the remaining unamortized debt discount of $753,785 to current period operations as interest expense.

Convertible Promissory Notes #20

On March 31, 2010, the Company issued $175,000 in Convertible Promissory Notes that matures March 31, 2013. The Promissory Notes bear interest at a rate of 8% and will be convertible into 5,833,334 shares of the Company’s common stock, at a conversion rate of $.03 per share. Interest will also be converted into common stock at the conversion rate of $.03 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 2,916,668 warrants to purchase the Company’s common stock at $0.05 per share over five years.

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

9. CONVERTIBLE NOTES (Continued)

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

During the nine months ended December 31, 2010, the Company entered into an agreement with the noteholder to issue 6,110,236 shares of common stock in settlement of the Convertible Promissory Notes and accrued interest.

During the nine months ended December 31, 2010, the Company wrote off and amortized debt discount of $174,840 to current period operations as interest expense.

Convertible Note #21

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

In accordance with ASC 470-20, the Company recognized an imbedded beneficial conversion feature present in Convertible Note #21. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital and a discount against the Convertible Note.

The total debt discount attributed to the beneficial conversion feature and common stock issued in the amount of $18,021 is charged operations ratably over the note term as interest expense.

During the nine months ended December 31, 2010, the Company issued 1,000,000 shares of common stock in settlement of $30,000 in Convertible Promissory Notes, accrued unpaid interest, and other fees.

During the nine months ended December 31, 2010, the Company wrote off and amortized $8,627 to current period operations as interest expense.

Convertible Note # 22

On June 2, 2010, the Company issued a $50,000 Convertible Promissory Note that matures in May 4, 2011. The note bears interest at a rate of 8% and will be convertible into the Company’s common stock at any time at the holder’s option, into common stock at the conversion rate of 60% of the lowest three trading days 10 days prior to notice of conversion.

The Company's identified embedded derivatives related to the Convertible Promissory Note entered into on June 2, 2010. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Convertible Promissory Note and to fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value $74,333 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Option Pricing Model based on the following assumptions:

Dividend yield:	-0-	%
Volatility	185.40	%
Risk free rate:	0.38	%

The initial fair value of the embedded debt derivative of $74,333 was allocated as a debt discount up to the proceeds of the note ($50,000) with the remainder ($24,333) charged to current period operations as interest expense.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

9. CONVERTIBLE NOTES (Continued)

During the nine-month period ended December 31, 2010, the Company entered into an agreement in exchange for and cancellation of the above described note and a secondary note (Note #25 below). The agreement requires the Company to issue a non-convertible promissory note in the amount of $127,000 (see Note 7) plus accrued interest payable in monthly installments through December 15, 2010.

During the nine months ended December 31, 2010, the Company amortized or wrote off $50,000 to current period operations as interest expense.

Convertible Note # 23

On July 1, 2010, the Company issued an aggregate of $260,000 Convertible Promissory Note that matures in June 30, 2013. The note bears interest at a rate of 8% and will be convertible into the Company’s common stock at any time at the holder’s option, into common stock at the conversion rate of $.03 per share. Interest will also be converted into common stock at the conversion rate of $.03 per share.

In connection with the issuance of the Convertible Promissory Notes, the Company issued 4,133,335 warrants to purchase the Company’s common stock at $0.05 per share over five years.

Since the issuance of these notes are subsequent to Convertible note # 22, and in accordance with Accounting Standards Codification subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”), the Company is required to bifurcate the fair value of the conversion feature from the host contract and mark to market the reset provision each reporting period. The fair value of the conversion provision at the date of issuance, determined using the Black Scholes Option Pricing Method, was charged as an allocated debt discount. The fair value was determined based on the following assumptions:

Dividend yield:	-0-	%
Volatility	167.45	%
Risk free rate:	1.01	%

In connection with the issuance of the Convertible Promissory Notes, the Company issued 4,133,335 warrants. In accordance with ASC 815-40, the Company is required to record the fair value of the warrants outside of equity and mark to market each reporting period. The fair value of the warrants at the date of issuance, determined using the Black Scholes Option Pricing Method, was charged as an allocated debt discount. The fair value was determined based on the following assumptions:

Dividend yield:	-0-	%
Volatility	167.45	%
Risk free rate:	1.80	%

The Company allocated proceeds based on the relative fair values of the conversion provisions of the debt and warrants, measured at an aggregate of $260,000, to the warrant and debt conversion provision liabilities and a discount to Convertible Promissory Notes. Subsequent to the initial issuance date, the Company is required to adjust to fair value the warrant and debt reset provision liabilities as an adjustment to current period operations (see Notes 9 and 10).

During the nine months ended December 31, 2010, the Company entered into an agreements with the noteholders to issue an aggregate of 9,162,234 shares of its common stock in settlement of the $260,000 of convertible notes and accrued interest.

For the nine months ended December 31, 2010, the Company amortized or wrote off $250,833 to current period operations as interest expense.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

9. CONVERTIBLE NOTES (Continued)

Convertible Note # 24

On July 1, 2010, the Company issued a $550,000 Convertible Promissory Note that matures in June 30, 2013 in exchange for a previously received preferred stock subscription of $500,000. The note bears interest at a rate of 8% and will be convertible into the Company’s common stock at any time at the holder’s option, into common stock at the conversion rate of $.03 per share. Interest will also be converted into common stock at the conversion rate of $.03 per share.

In connection with the issuance of the Convertible Promissory Notes, the Company issued 9,166,667 warrants to purchase the Company’s common stock at $0.05 per share over five years.

Dividend yield:	-0-	%
Volatility	167.45	%
Risk free rate:	1.01	%

In connection with the issuance of the Convertible Promissory Notes, the Company issued 9,166,667 warrants. In accordance with ASC 815-40, the Company is required to record the fair value of the warrants outside of equity and mark to market each reporting period. The fair value of the warrants at the date of issuance, determined using the Black Scholes Option Pricing Method, was charged as an allocated debt discount. The fair value was determined based on the following assumptions:

Dividend yield:	-0-	%
Volatility	167.45	%
Risk free rate:	1.80	%

The Company allocated proceeds based on the relative fair values of the conversion provisions of the debt and warrants, measured at an aggregate of $550,000, to the warrant and debt conversion provision liabilities and a discount to Convertible Promissory Notes. Subsequent to the initial issuance date, the Company is required to adjust to fair value the warrant and debt reset provision liabilities as an adjustment to current period operations (see Notes 9 and 10).

On September 30, 2010, the Company settled the above described note, together with $240,000 of convertible note # 17, and convertible note #16 in the amount of $1,000,000, accrued unpaid interest, and an aggregate of 13,166,667 warrants previously issued in exchange for 27,446,667 shares of its common stock and a convertible promissory notes in aggregate of $1,826,667; 8% per annum, due September 30, 2015 and convertible at $0.03 per share (see Convertible Notes #16).

For the nine months ended December 31, 2010, the Company amortized and wrote off $550,000 to current period operations as interest expense.

Convertible Note # 25

On July 16, 2010, the Company issued a $35,000 Convertible Promissory Note that matures in April 20 2011. The note bears interest at a rate of 8% and will be convertible into the Company’s common stock at any time at the holder’s option, into common stock at the conversion rate of 60% of the lowest three trading days 10 days prior to notice of conversion.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

9. CONVERTIBLE NOTES (Continued)

The Company's identified embedded derivatives related to the Convertible Promissory Note entered into on July 16, 2010. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Convertible Promissory Note and to fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value $39,952 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Option Pricing Model based on the following assumptions:

Dividend yield:	-0-	%
Volatility	169.56	%
Risk free rate:	0.28	%

The initial fair value of the embedded debt derivative of $39,952 was allocated as a debt discount up to the proceeds of the note ($35,000) with the remainder ($4,952) charged to current period operations as interest expense.

During the six-month period ended September 30, 2010, the Company entered into an agreement in exchange for and cancellation of the above described note and a secondary note (Note #22 above). The agreement requires the Company to issue a non-convertible promissory note in the amount of $127,000 (see Note 7) plus accrued interest payable in monthly installments through December 15, 2010.

During the nine months ended December 31, 2010, the Company amortized or wrote off $35,000 to current period operations as interest expense.

Convertible Notes # 26

On September 30, 2010, the Company entered into an agreement with certain noteholders to issue an aggregate of 27,446,667 shares of its common stock and a convertible promissory note in the amount of $1,826,667 in exchange for and cancellation of previously issued notes which consists of Convertible Note #16 in the amount of $1,000,000, part of Convertible Note # 17 in the amount of $240,000, Convertible Note #24 in the amount of $550,000, accrued unpaid interest, and an aggregate of 13,166,667 previously granted warrants. The Convertible Promissory notes bear 8% interest per annum, matures September 30, 2015, and are convertible into the Company's common stock at any time at the holder’s option, into common stock at the conversion rate of $.03 per share. Interest will also be converted into common stock at the conversion rate of $.03 per share.

In accordance ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $913,334 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is amortized over the note’s maturity period (five years) as interest expense.

During the nine months ended December 31, 2010, the Company amortized $46,017 to current period operations as interest expense.

Convertible Notes # 27 (related party)

On September 30, 2010, the Company issued an aggregate of $386,750 Convertible Promissory notes that matures September 30, 2012 in exchange for accrued salaries and wages. The Convertible Promissory notes bear 8% interest per annum and are convertible into the Company's common stock at any time at the holder’s option, into common stock at the conversion rate of $.05 per share. Interest will also be converted into common stock at the conversion rate of $.05 per share.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

9. CONVERTIBLE NOTES (Continued)

During the quarter ended December 31, 2010, the officers and employees surrendered their notes to the Company and as such the outstanding liability was reclassified as contributed capital as of December 31, 2010.

Convertible Promissory Notes (related party)

In conjunction with the acquisitions of ITT and Razor, the Company issued $5,000,000 in convertible promissory notes that matures on April 15, 2009. The Notes bears interest at a rate of 6% and are convertible into 20,000,000 shares of the Company’s common stock, at a conversion rate of $0.10 per share at any time at the holders’ option. The convertible promissory notes are held by current employees of ITT and Razor.

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

During the year ended March 31, 2009, the Company converted $3,333,334 in related party promissory notes and related interest into 14,300,000 shares of common stock. In addition, $333,333 of the outstanding related party notes was forgiven. The remaining balance ($1,333,333) were converted to modified promissory note(s) due May 15, 2011, bearing an interest rate of 8% per annum which are convertible into 13,333,333 shares of the Company’s common stock at a rate of $0.10 per share at anytime at the Holder’s option. On September 30, 2010, the note holder agreed to an extension to April 15, 2012, all other terms remaining the same.

During the year ended March 31, 2010, the Company converted $333,333 of the remaining $1,333,333 related party notes and related interest into 3,707,770 shares of common stock. The remaining balance of this note was $1,000,000 at September 30, 2010 and March 31, 2010.

At December 31, 2010 and March 31, 2010, convertible note balances consisted of the following:

	December 31, 2010 (unaudited)		March 31, 2010
Convertible note #1	$	50,000	$	50,000
Convertible note #2		50,000		50,000
Convertible note #3		100,000		100,000
Convertible note #4		-		21,970
Convertible note #5, net of unamortized debt discount of $0 and $11,841, respectively		-		38,159
Convertible note #6, net of unamortized debt discount of $1,725 and $39,617, respectively		48,275		310,383
Convertible note #7, net of unamortized debt discount of $4,312 and $14,193, respectively		120,688		110,807
Convertible note #8, net of unamortized debt discount of $0 and $5,670, respectively		-		44,330
Convertible note #9, net of unamortized debt discount of $5,174 and $17,032, respectively		144,826		132,968

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

9. CONVERTIBLE NOTES (Continued)

(Continued)	December 31, 2010 (unaudited)			March 31, 2010
Convertible note #10, net of unamortized debt discount of $6,899 and $22,709, respectively		193,101			177,291
Convertible note #11, net of unamortized debt discount of $1,778 and $5,677, respectively		48,222			44,323
Convertible note #12, net of unamortized debt discount of $0 and $5,677, respectively		-			44,323
Convertible note #13, net of unamortized debt discount of $862 and $2,839, respectively		24,138			22,161
Convertible note #14, net of unamortized debt discount of $0 and $66,486, respectively		-			183,514
Convertible note #15		-			60,000
Convertible note #16		-			1,000,000
Convertible Promissory Notes #17, net of unamortized debt discount of $40,537 and $799,916, respectively		36,463			229,084
Convertible Promissory Notes #18, net of unamortized debt discount of $0 and $27,153, respectively		-			2,847
Convertible Promissory Notes #19, related party, net of unamortized debt discount of $0 and $753,785, respectively		-			688
Convertible Promissory Notes #20, net of unamortized debt discount of $0 and $174,840, respectively		-			160
Convertible Promissory Note #21, net of unamortized debt discount of $9,369 and $17,996, respectively		142,716			164,089
Convertible Promissory Notes #23		-			-
Convertible Promissory Notes #26, net of unamortized debt discount of $867,317 and $0, respectively		959,350			-
Convertible Promissory Notes #27:
Convertible Promissory Notes, related party		-			-
Convertible promissory notes, related party, net of unamortized debt discount of $-0 and $-0-, respectively		1,000,000			1,000,000
Total		2,917,779			3,787,097
Less: convertible notes payable, current portion		(779,249	)		(221,970	)
Less: convertible notes payable, related party, current portion		-			-
Convertible notes payable, long term portion		1,138,530			2,564,439
Convertible notes payable, related party, long term portion	$	1,000,000		$	1,000,688

10. CONVERTIBLE NOTES DERIVATIVE LIABILITY

As described in Note 9 above, the Company issued Convertible Promissory Notes that contain certain reset provisions. Therefore, in accordance with ASC 815-40, the Company bifurcated the fair value of the reset provision from debt instrument to a liability at the date of issuance. Subsequent to the initial issuance date, the Company is required to adjust to fair value the reset provision as an adjustment to current period operations.

The Company recorded a gain on change in fair value of reset derivative liability of $342,023 for the nine months ended December 31, 2010, and reclassified the derivative liability related the converted notes (as described in Note 8) into equity upon settlement and conversion of those notes.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

10. CONVERTIBLE NOTES DERIVATIVE LIABILITY (continued)

The fair value of the reset liability at December 31, 2010 was determined using the Black Scholes Option Pricing Model with the following assumptions:

Dividend yield:	-0-	%
Volatility	159.39	%
Risk free rate:	0.61	%

At December 31, 2010, the reset derivative liability valued at $109,134, the Company believes an event under the contract that would create an obligation to settle in cash or other current assets in remote and has classified the obligation as a long term liability.

In addition, as described in Note 9 above, the Company issued an 8% Convertible Promissory Notes on June 2, 2010 and July 16, 2010 which contained of embedded derivatives. The embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments required that the Company record the derivatives at their fair values as of the inception date of the Convertible Promissory Notes in the aggregate amount of $643,724 and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as non-operating, non-cash income or expense at each reporting date. If the fair value of the derivatives was higher at the subsequent balance sheet date, the Company recorded a non-operating, non-cash charge. If the fair value of the derivatives was lower at the subsequent balance sheet date, the Company recorded non-operating, non-cash income.

The Company recorded a loss on change in fair value of debt derivative of $688,216 for the nine months ended December 31, 2010.

As of December 31, 2010, all Convertible Promissory Notes that included embedded derivatives as described above were exchanged for non convertible promissory notes or converted to the Company's common stock. Therefore, at the date of the exchange, the Company recorded the derivatives to their fair values and reclassified the aggregate fair values of the debt derivatives at the date of exchange to equity.

11. WARRANT DERIVATIVE LIABILITY

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

The Company recorded a loss on change in fair value of warrant liability of $302,705 for the nine months ended December 31, 2010, and reclassified warrant liability related to the converted notes (as described in Note 8) into equity upon settlement and conversion of those notes.

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

Dividend yield:	-0-	%
Volatility	159.39	%
Risk free rate:	1.02	%

At December 31, 2010, the warrant liability valued at $267,267, the Company believes an event under the contract that would create an obligation to settle in cash or other current assets in remote and has classified the obligation as a long term liability.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

12. RELATED PARTY TRANSACTIONS

The Company is periodically advanced noninterest bearing operating funds from related parties and shareholders. The advances are due on demand. At December 31, 2010 and March 31, 2010, due to related party was $30,764 and $31,264, respectively.

As described in Note 8 above, the Company issued an aggregate of $5,000,000 in convertible promissory notes in connection with the acquisition of ITT and Razor during the year ended March 31, 2008. As of September 30, 2010 and March 31, 2010, the outstanding balance was $1,000,000. The note holders are current employees of the Company’s consolidated group. During the nine months ended December 31, 2010, the Company charged $66,671 as interest expense to current period operations.

As described in Note 8 above, the Company issued an aggregate of $754,473 in convertible promissory notes and 12,574,551 warrants to purchase the Company’s common stock at $0.05 per share (expiring five years from issuance) in exchange for accrued and unpaid salaries to officers and employees. The notes are convertible into the Company’s common stock at $0.03 per share and are due three years from issuance. During the nine months ended December 31, 2010, the Company issued an aggregate of 25,149,101 shares of common stock in settlement of the notes.

As described in Note 8 above, the Company issued an aggregate of $386,750 in convertible promissory notes in exchange for accrued and unpaid salaries. The notes are convertible into the Company’s common stock at $0.05 per share and are due two years from issuance. During the three months ended December 31, 2010, the officers and employees surrendered the issued convertible promissory notes. As such, the Company reclassified the obligation as contributed capital.

As described in Note 6 above, the Company is under contracts with Allied Global Ventures, LLC and Wealth Engineering, LLC, shareholders 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. During the nine months ended December 31, 2010, the Company repaid an aggregate of $223,041 associated with Allied and Wealth contracts.

13. CAPITAL STOCK

Subscription

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

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

During the nine months ended December 31, 2010, as described in Note 8 above (Convertible Note #24), the Company issued a convertible promissory note for $550,000 in exchange for the outstanding preferred stock subscription.

Common stock

The Company is authorized to issue 700,000,000 shares of common stock with par value $.001 per share. As of December 31, 2010 and March 31, 2010, the Company had 634,295,655 shares and 347,967,310 shares of common stock issued and 514,295,655 shares and 347,967,310 shares of common stock outstanding.

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

In June 2010, the Company issued an aggregate of 27,526,745 shares of its common stock in settlement of $881,052 in convertible notes and accrued interest.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

13. CAPITAL STOCK (Continued)

Common stock (Continued)

In June 2010, the Company issued an aggregate of 4,050,000 shares of its common stock for $157,500 of services rendered and $51,500 for future services as prepaid (deferred) compensation.

In June 2010, the Company issued an aggregate of 8,000,000 shares of its common stock in connection with the acquisition of ITT LLC and Razor Data Corp. These shares were accounted for as common shares to be issued in prior year-end.

In July 2010, the Company issued 3,846,154 shares of its common stock in settlement of a $250,000 convertible note.

In August 2010, the Company issued an aggregate of 5,000,000 shares of its common stock for services at $258,000.

In September 2010, the Company issued an aggregate of 3,133,334 shares of common stock and accounted for 3,400,000 shares of common stock to be issued in exchange for an aggregate of $279,600 of services rendered.

In September 2010, the Company issued an aggregate of 34,127,927 shares of common stock and accounted for 40,896,141 shares of common stock to be issued in exchange for settlement of $3,091,966 in convertible notes and accrued interest.

In September 2010, the Company issued an aggregate of 4,783,335 shares of common stock and accounted for 6,375,002 shares of common stock to be issued in exchange for exercise of warrants. The Company received proceeds of $41,333 and recorded warrant subscription receivable of $236,458 and loss from induced warrant exercises in the amount of $278,509 (see Note 15, warrants).

In September 2010, the Company deposited 120,000,000 shares of common stock into an escrow account in connection with a Sales Agency Agreement (the “Sales Agreement”) with The Cougar Group (see Note 14). None of the shares have been released from the escrow as of December 31, 2010, therefore the shares were not deemed outstanding and are excluded from the calculation of loss per shares.

In October 2010, the Company issued an aggregate of 427,000 shares of its common stock for future services as prepaid (deferred) compensation at $29,890. The deferred compensation is amortized over the service period covered pursuant to the service agreement.

In November 2010, the Company issued 7,800,000 shares of its common stock for services of $429,000.

In December 2010, the Company issued an aggregate of 366,667 shares of its common stock in exchange for exercise of warrants.

In December 2010, the Company issued an aggregate of 13,499,360 shares of its common stock for services at $12,500 and $661,250 for future services as prepaid (deferred) compensation. The deferred compensation is amortized over the service period covered pursuant to the service agreement.

In December 2010, the Company issued an aggregate of 2,096,680 shares of its common stock in exchange for settlement of $90,000 in convertible notes and accrued interest.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

14. COMMITMENTS AND CONTINGENCIES

Cougar Agreement

On September 23, 2010, the Company entered into a Sales Agency Agreement (the “Sales Agreement”) with The Cougar Group, a Hong Kong corporation (“Cougar”), pursuant to which Cougar agreed, and the Company appointed, Cougar to act as the exclusive agent for the Company in South Korea and Japan (“Tier One Countries”) as well as China, Australia, Hong Kong, Singapore, Philippines, Indonesia, New Zealand and India (“Tier Two Countries”). Cougar will act as sole exclusive agent for the Company’s products in the Tier One Countries and the Tier Two Countries. The term of the Sales Agreement is for a period of five years. However, the Company may terminate the Sales Agreement in the event that Cougar does not reach its sales objectives or fails to pay the Notes (as defined below) in full. In consideration for the services under the Sales Agreement, the Company issued Cougar 120,000,000 shares of common stock (the “TCG Shares”) in consideration of the issuance of 4% promissory notes payable by Cougar to the Company in the aggregate amount of $10,000,000 (the “Notes”). The Notes associated with the Tier One Countries, in the principal amount of $2,000,000, mature on March 31, 2011. The Notes associated with the Tier Two Countries, in the principal amount of $8,000,000, mature on September 31, 2011. Cougar may prepay the Notes at any time in minimum intervals of $250,000. Further, upon achieving revenue targets as set forth in the Sales Agreement at intervals of no less than $250,000, the principal balance of the Notes shall be reduced by the amount of such sales target, resulting in compensation expense in the equal amount.

The Company, Cougar and the Law Officers of Stephen M. Fleming PLLC (the “Escrow Agent”) have entered into an Escrow Agreement pursuant to which the TCG Shares were placed in escrow with the Escrow Agent. Upon payment of the Notes, the Company will direct the TCG Shares in the appropriate amounts. Further, Cougar and the Company have entered into a Voting Agreement whereby Cougar has appointed Nicholas Maturo and Ryan Smith to vote the TCG Shares as they deem fit at all times while the TCG Shares are held by the Escrow Agent. Cougar was granted the right to appoint a director to the Company’s Board of Directors. As of December 31, 2010, Cougar has not met any sales target and no shares have been released from the escrow, therefore neither the note nor the common stock is recorded within the financial statements.

Employment and Consulting Agreements

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

On February 6, 2007 the Company entered into an employment agreement (the “Agreement”) with William C. Kosoff, the Company’s Chief Financial Officer for two years. The Agreement may be extended or earlier terminated pursuant to the terms and conditions of the Agreement and provides for automatic renewals for successive two (2) year terms unless, prior to 90th calendar day preceding the expiration of the then existing term, either Company of Mr. Kosoff provide written notice to the other that it elects not to renew the term. Subsequently the term was renewed as of November 6, 2010 for two more years commencing February 6, 2011 at an annual compensation rate of $150,000.

On June 30, 2008, the Company entered into an Amended and Restated Employment Agreement (the “Agreement”) with Nicholas S. Maturo, the Company’s Chairman of the Board and Chief Executive Officer of Company since January 23, 2007. The Agreement extends the term of Mr. Maturo’s employment for five (5) years at an annual compensation rate of $225,000 per year, as may be extended or earlier terminated pursuant to the terms and conditions of the Agreement and provides for automatic renewals for successive three (3) year periods unless, prior to the 90th calendar day preceding the expiration of the then existing term, either Company or Mr. Maturo provide written notice to the other that it elects not to renew the term.

Litigation

On July 16, 2009, a petition for judgment was filed with the Civil Court of the City of New York naming the Company as a defendant relating to property leased by the Company from the defendant for recovery of past due rent payments, interest and legal costs. In December 2010, the Company settled for $134,848.92 requiring monthly payments of $5,000 until paid. As of December 31, 2010, the outstanding unpaid balance was $124,848.92. The Company has accrued their obligations under the lease.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

14. COMMITMENTS AND CONTINGENCIES (Continued)

The Company may be subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. The Company had no pending legal proceedings or claims other than described above as of December 31, 2010.

15. STOCK OPTIONS AND WARRANTS

Employee Stock Options

The following table summarizes the changes in employee stock options outstanding and the related prices for the shares of the Company’s common stock issued to employees of the Company under two employee stock option plans. The nonqualified plan adopted in 2007 is for 13,000,000 shares of which 9,500,000 have been granted as of December 31, 2010. The qualified plan adopted in October of 2008 authorizing 25,000,000 shares was approved by a majority of the Shareholders on September 16, 2009. To date 8,500,000 shares have been granted as of December 31, 2010.

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees of the Company at December 31, 2010:

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

$	0.05		7,000,000		8.75		$	0.05		4,000,000		$	0.05
	0.06		500,000		6.11			0.06		500,000			0.06
			7,500,000		8.58		$	0.051		4,500,000		$	0.051

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

				Weighted
				Average
	Number of			Exercise
	Shares			Price

Options outstanding at March 31, 2009		9,330,490		$	0.388
Granted		8,500,000			0.05
Exercised		-			-
Cancelled or expired		(1,330,490	)		(0.25	)
Options outstanding at March 31, 2010		16,500,000			0.056
Granted		-			-
Exercised		-			-
Cancelled or expired		(9,000,000	)		(0.06	)
Options outstanding at December 31, 2010		7,500,000		$	0.051

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

15. STOCK OPTIONS AND WARRANTS

Employee Stock Options (continued)

During the nine months ended December 31, 2009, the Company granted an aggregate of 8,500,000 options to purchase the Company's common stock with exercise prices from $0.05 to $0.06. The Company has not granted employee options during the nine months ended December 31, 2010.

During the nine month period ended December 31, 2009, the Company re-priced certain employee options initially with exercise prices from $0.41 to $0.42 to $0.06 per share with other terms remaining the same. The fair value of the fully vested re-priced options of $9,381 was charged to operations during the nine months ended December 31, 2009.

The fair values of the options granted or re-priced during the nine months ended December 31, 2009 were determined using the Black Scholes option pricing model with the following assumptions:

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

During the nine months ended December 31, 2010, officers surrendered 9,000,000 previously issued options. The remaining unrecognized compensation was charged to current period operations.

Stock-based compensation expense in connection with options granted to employees for the nine months ended December 31, 2010 and 2009 was $134,761 and $694,815, respectively.

Non-Employee Stock Options

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to consultants and non-employees of the Company at December 31, 2010:

		Options Outstanding							Options Exercisable
				Weighted
				Average		Weighted					Weighted
				Remaining		Average					Average
Exercise		Number		Contractual		Exercise			Number of		Exercise
Prices		Outstanding		Life (Years)		Price			Exercisable		Price
$	0.145		500,000		2.45		$	0.145		500,000		$	0.145
	0.22		500,000		5.00			0.22		300,000			0.22
	0.25		2,469,135		0.53			0.25		2,469,135			0.25
			3,469,135		1.24		$	0.23		3,269,135		$	0.23

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

15. STOCK OPTIONS AND WARRANTS (Continued)

Non-Employee Stock Options (Continued)

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

				Weighted
				Average
	Number of			Price
	Shares			Per Share
Options outstanding at March 31, 2009		3,489,135		$	0.26
Granted		-
Exercised		-			-
Cancelled or expired		(20,000	)		(0.33	)
Options outstanding at March 31, 2010		3,469,135			0.23
Granted		-			-
Exercised		-			-
Cancelled or expired		-			-
Options outstanding at December 31, 2010		3,469,135		$	0.23

Warrants

The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock issued to shareholders at December 31, 2010:

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

$	0.01		2,000,000		3.81		$	0.01		2,000,000		$	0.01
	0.05		6,895,836		2.11			0.05		6,895,836			0.05
Total			8,895,836		2.32		$	0.041		8,895,836		$	0.041

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

				Average
	Number of			Price
	Shares			Per Share

Warrants outstanding at March 31, 2009		5,797,500		$	0.39
Granted		33,141,225			0.05
Exercised		-			-
Cancelled or expired		(1,750,000	)		(0.50	)
Warrants outstanding at March 31, 2010		37,188,725			0.07
Granted		13,300,002			0.05
Exercised or converted to debt		27,491,674			(0.05	)
Cancelled or expired		(14,101,217	)		(0.12	)
Warrants outstanding at December 31, 2010		8,895,836		$	0.041

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

15. STOCK OPTIONS AND WARRANTS (Continued)

Warrants (Continued)

On March 31, 2010, warrants of 33,141,225 were issued in connection with the issuance of Convertible Promissory Notes. The warrants are exercisable for five years from the date of issuance at an exercise price of $0.05 per share. The warrants were valued using the Black Sholes option pricing method with the following assumptions: dividend yield $-0-, volatility of 149.90% to 154.99% and risk free rate of 2.24% to 2.55%. As described in Note 10 above, certain of these warrants contain certain reset provisions which require the Company to classify the market value of the warrants outside of equity.

On July 1, 2010, warrants of 13,300,002 were issued in connection with the issuance of Convertible Promissory Notes (see Note 8, Convertible Note #23 and #24). The warrants are exercisable for five years from the date of issuance at an exercise price of $0.05 per share. The warrants were valued using the Black Sholes option pricing method with the following assumptions: dividend yield $-0-, volatility of 167.45% and risk free rate of 1.80%.

During the nine months ended December 31, 2010, the Company issued an aggregate of 11,325,006 shares of its common stock in exchange for warrants exercised at $0.025 per share. These warrants had original exercise price of $0.05 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 16,166,668 warrants exercisable at $0.05 per share (see Note 8, Convertible Note #17 and #26).

During the nine months ended December 31, 2010, officers and employees surrendered an aggregate of 12,053,717 previously issued warrants exercisable at $0.05 per share. In addition, an aggregate of 2,047,500 warrants expired and cancelled.

16. FAIR VALUE MEASUREMENT

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

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

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

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

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

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

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

16. FAIR VALUE MEASUREMENT (continued)

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

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

	Quoted Prices in Active Markets for Identical Instruments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3			Assets at fair Value
Liabilities:
Convertible debt derivative liability	$	-	$	-	$	(109,134	)	$	(109,134	)
Warrant derivative liability		-		-		(267,267	)		(267,267	)
Total	$	-	$	-	$	(376,401	)	$	(376,401	)

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2010:

	Warrant Derivative Liability			Convertible Debt Derivative			Total
Balance, March 31, 2010	$	625,137		$	1,120,476		$	1,745,613
Total (gains) losses
Initial fair value of debt derivative at note issuance		275,608			643,724			919,332
Mark-to-market at December 31, 2010:
- Warrants reset provision		302,705			-			302,705
- Reset provisions relating to debt		-			(342,023	)		(342,023	)
- Embedded debt derivative		-			(688,216	)		688,216
Transfers out of Level 3 upon conversion and settlement of notes		(936,183	)		(2,001,259	)		(2,937,442	)

Balance, December 31, 2010	$	267,267		$	109,134		$	376,401

Net (loss) gain for the period included in earnings relating to the liabilities held at December 31, 2010	$	(302,705	)	$	(346,193	)	$	(648,898	)

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENT SOLUTION.COM, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

17. SUBSEQUENT EVENTS

In February 2011, the company issued 1,100,000 shares for consulting services.

In February 2011, the two noteholders holding Convertible Note #1 and Convertible Note #2 for $50,000 each plus accrued interest that had matured on August 7, 2007 and that were currently in default agreed to convert their notes into the Common Stock of the Company. Each note will be converted into 1,846,154 shares which represented $50,000 in principal plus $10,000 in accrued interest. The total shares to be issued for the two conversions is 3,692,308 shares.

Item 2 - Management’s Discussion and Analysisof Financial condition and results of Operations, and Plans of Operations.

Forward-Looking Statements

This Quarterly Report Form 10-Q, including this discussion and analysis by management, contains or incorporates forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations. For factors that may cause actual results to differ from management’s expectations, reference should be made to the Company’s Form 10-K for the year ended March 31, 2010 filed with the Securities and Exchange Commission and our other periodic filings with the Securities and Exchange Commission.

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

Background

The Company was incorporated in the state of Nevada on August 1, 2005. On August 30, 2006, the Company entered into a Share Purchase Agreement (“Agreement”) with Voxpath Holdings, Inc. (“Voxpath”). Prior to the merger, Voxpath was an inactive corporation with no significant assets and liabilities. On September 16, 2006, the Company changed its name to TheRetirementSolution.Com, Inc. Effective October 1, 2008, the Company changed its name to Global Investor Services, Inc.

The Company currently markets directly and through its marketing partners as well as online, certain investor products and services that provide financial and educational information to its prospective customers and to its subscribers. During the year ended March 31, 2008, the Company transitioned from a development stage enterprise to an operating company.

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

Plan of Operations

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

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

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

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

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

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

Investor Information Services

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

Stock Market Data

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

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

Results of Operations

Three months ended December 31, 2010 compared to three months ended December 31, 2009:

Revenues:

	Three Months Ended				Three Months Ended
	December 31, 2010				December 31, 2009				Variance

Subscription revenues	$	471,531	100	%	$	266,858	89	%	$	204,673		77	%
Training revenues		-	-	%		34,290	11	%		(34,290	)	(100	)%
Services and other		-	-			-	-			-		-	%
Total	$	471,531	100	%	$	301,148	100	%	$	170,383		57	%

Revenue for the three months ended December 31, 2010 was $471,531 which represented a $170,383 increase from revenue of $301,148 for the three months ended December 31, 2009. The increase in revenue was due to the initiation of an online marketing campaigns that began in April 2010 and continued through the quarter.

Our revenue model has been transformed from a single point-of-sale event to a recurring revenue stream via subscriptions. By eliminating both the high cost event based marketing model and the high logistics costs of supporting live events, our operating margins are expected to be substantially higher. This on-line offering reduces the up-front customer cost, produces higher buyer conversion rates, increases retention rates and further increases customer value since we give immediate full access to all our products and services.

As we have completed the conversion to full online capability, the Company began funding increased marketing expense to execute our online customer campaigns in April 2010 and we continue to see positive consumer response through December 2010. The campaigns are continuing along with new online webinar initiatives and we look forward to building on what we believe is a robust online business system.

Operating Costs and Expenses:

A summary of significant operating costs and expenses for the three months ended December 31, 2010 and the three months ended December 31, 2009 follows:

	Three Months				Three Months
	Ended				Ended
	December 31, 2010				December 31, 2009				Variance

Costs of sales and services	$	140,814	7	%	$	241,408	21	%	$	100,594		42	%
Selling, general and administrative		1,633,368	81	%		663,719	58	%		(969,649	)	(146	)%
Depreciation and amortization		234,322	12	%		234,486	21	%		164		-	%
Total	$	2,008,504	100	%	$	1,139,613	100	%	$	(868,891	)	(76	)%

Cost of sales and services for the three month period ended December 31, 2010 was $140,814 as compared to $241,408 for the same period last year. The primary reason for this decrease was the transition to our online business model.

Our selling, general and administrative expenses for the three month period ended December 31, 2010 was $1,633,368 as compared to $663,719 for the three months ended December 31, 2009. The primary reason for this increase is a result of our heavy investment in marketing costs of the online business model. plus added stock based compensation for investment banking services .

Other:

A summary of significant other income (expenses) for the three months ended December 31, 2010 and the three months ended December 31, 2009 follows:

	Three Months					Three Months
	Ended					Ended
	December 31, 2010					December 31, 2009					Variance

(Loss) gain on change in fair value of warrant and derivatives	$	(63,247	)	23	%	$	1,376,172		121	%	$	(1,439,419	)	(105	)%
Loss on settlement of debt and warrants		(29,509	)	11	%		-		-	%		(29,509	)	(100	)%
Interest and other, net		(185,517	)	66	%		(238,591	)	(21	)%		53,074		22	%
Total	$	(278,273	)	100	%	$	1,137,581		100	%	$	1,415,854		(124	)%

During the third quarter of 2009, we issued convertible promissory notes and related warrants that contain certain reset provisions and during the three month period ended September 30, 2010, we issued a convertible promissory note with an embedded derivative, all requiring us to fair value both the warrants and the derivatives each reporting period and mark to market as a non cash adjustment to our current period operations. This resulted in a loss to our current period operations of $63,247 as compared to a net gain of $1,376,172 for same period last year.

During the three months ended December 31, 2010, the Company entered into agreements with certain of its convertible noteholders to induce conversion of notes . Total loss in connection with the induced conversion or debt and warrants settlement amounted to $29,509 for the three months ended December 31, 2010.

Our net interest and other charges decreased from $238,591 to $185,517 primarily due to reductions in our debt compared to last year.

Nine months ended December 31, 2010 compared to nine months ended December 31, 2009:

Revenues:

	Nine Months Ended				Nine Months Ended
	December 31, 2010				December 31, 2009				Variance

Subscription revenues	$	1,227,949	100	%	$	734,709	85	%	$	493,240		67	%
Training revenues		712	-	%		133,247	15	%		(132,535	)	(99	)%
Total	$	1,228,661	100	%	$	867,956	100	%	$	360,705		42	%

Revenue for the nine months ended December 31, 2010 was $1,227,949 which represented a $493,240 increase from revenue of $734,709 for the nine months ended December 31, 2009. The increase in revenue was due to the initiation of significant online marketing campaigns that began in April 2010 and continued through the quarter.

Having completed the conversion to full online capability, the Company began funding increased marketing expense to execute our online customer campaigns in April 2010 and we continue to see positive consumer response through December 31, 2010. The campaigns are continuing along with new online webinar initiatives and we look forward to building on what we believe is a robust online business system.

Operating Costs and Expenses:

A summary of significant operating expenses for the nine months ended December 31, 2010 and the nine months ended December 31, 2009 follows:

	Nine Months				Nine Months
	Ended				Ended
	December 31, 2010				December 31, 2009				Variance

Costs of sales and services	$	488,628	9	%	$	695,494	14	%	$	206,866		30	%
Selling, general and administrative		4,338,031	78	%		3,688,350	72	%		(649,508	)	(18	)%
Depreciation and amortization		702,233	13	%		703,556	14	%		1,150		(-	)%
Total	$	5,528,892	100	%	$	5,087,400	100	%	$	(441,492	)	(9	)%

Cost of sales and services for the nine month period ended December 31, 2010 was $488,628 as compared to $695,494 for the same period last year. The primary reason for this decrease was the transition to our online business model.

Our selling, general and administrative expenses for the nine month period ended December 31, 2010 was $4,338,031 as compared to $3,688,350 for the nine months ended December 31, 2009. The primary reason for this increase is our heavy investment in marketing costs of the online business model.

Other:

A summary of significant other income (expenses) for the nine months ended December 31, 2010 and the nine months ended December 31, 2009 follows:

	Nine Months					Nine Months
	Ended					Ended
	December 31, 2010					December 31, 2009					Variance

Loss on change in fair value of warrant and derivatives	$	(648,898	)	(15	)%	$	(535,858	)	(41	)%	$	(113,040	)	(21	)%
Loss on settlement of debt and warrants		(487,009	)	(11	)%		-		-	%		(487,009	)	(100	)%
Interest and other, net		(3,243,415	)	(74	)%		(763,704	)	(59	)%		(2,479,711	)	(325	)%
Total	$	(4,379,322	)	100	%	$	(1,299,562	)	100	%	$	(3,079,760	)	(237	)%

During the third quarter of 2009, we issued convertible promissory notes and related warrants that contain certain reset provisions and during the nine month period ended December 31, 2010, we issued a convertible promissory note with an embedded derivative, all requiring us to fair value both the warrants and the derivatives each reporting period and mark to market as a non cash adjustment to our current period operations. This resulted in a loss to our current period operations of $648,898 as compared to a net loss of $535,858 for same period last year.

During the nine months ended December 31, 2010, the Company entered into agreements with certain of its convertible noteholders to induce conversion of notes and exercise of the related warrants. Total loss in connection with the induced conversion or debt and warrants settlement amounted to $487,009 for the nine months ended December 31, 2010.

Our net interest and other increased from $763,704 to $3,243,415 primarily due to write offs of unamortized debt discounts upon the induced conversion of convertible notes incurred in the nine months ended December 31, 2010.

Liquidity and Capital Resources

As of December 31, 2010, the Company had a working capital deficit (total current liabilities in excess of total current assets) of $3,237,098. The Company generated a deficit in cash flow from operating activities of $1,092,607 for the nine month period December 31, 2010. This deficit is primarily attributable to the Company's net loss from operations of $8,679,553 and is partially offset by following:

a charge for the value of options issued for services of $134,761,

amortization and write-off of debt discount relating to convertible notes payable $2,859,202,

stock issued and subscribed for services and interest of $2,141,591,

amortization and depreciation expense of $702,233,

change in fair value of warrant and derivative liabilities of $648,898,

Accretion of interest related marketing advances of $90,000,

Loss on settlement of debt and warrants of $487,009 and

changes in the balances of operating assets and liabilities.

Deferred costs and other current assets increased by $38,541. Accounts payable and accrued liabilities increased by $197,378, and deferred revenue increased by $364,415.

The Company did not generate any cash flow from investing activities for the nine months ended December 31, 2010.

The Company’s generated a cash flow from financing activities for the nine month period ended December 31, 2010 through proceeds from borrowing on convertible promissory notes of $342,500, proceeds from warrant exercise of $210,208, marketing advances from related party of $706,960, and repayment of notes payable and related party advances of $119,488.

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

We estimate that during the next twelve months we will need approximately $1,000,000 in additional capital to fully implement our business plan. Our business plan encompasses investing behind our business development strategy, our marketing campaigns and in building our business operations. As of the date of this filing, we have minimal operating capital to continue our business and marketing initiatives for the next twelve months. If we are not successful in generating sufficient cash flow from operations or in raising sufficient capital resources to finance our growth, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition, we will have to adjust our planned operations and development on a more limited scale and, ultimately, may cease to continue our business.

Going Concern Matters

The Company’s consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred significant losses which have resulted in an accumulated deficit of $65,463,625 at December 31, 2010 which raises substantial doubt about the Company’s ability to continue as a going concern.

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

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

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

Product		Recognition Policy

Live Workshops and Workshop Certificates		Deferred and recognized as the workshop is provided or certificate expires

Online training and courses		Deferred and recognized a.) as the services are delivered, or b.) when usage thresholds are met, or c.) on a straight-line basis over the initial product period

Coaching/Counseling services		Deferred and recognized as services are delivered, or on a straight-line basis over the term of the service contract

Website/data fees (monthly)		Not Deferred, recognized in the month delivered

Website/data fees (pre-paid subscriptions)		Deferred and recognized on a straight-line basis over the subscription period

Stock-Based Compensation

The Company has adopted Accounting Standards Codification subtopic 718-10, Compensation-Stock Compensation (“ASC 718-10”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, directors and key consultants including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

The company adopted ASC 718-10 using the modified prospective transition method, which required the application of the accounting standard as of January 1, 2006. In accordance with the modified prospective transition method, the company's Financial Statements for the prior periods have not been restated to reflect, and do not include the impact of ASC 718-10.

$134,761 and $694,815 was charged to current period operations for the nine months ended December 31, 2010 and 2009, respectively, for vesting options previously granted.

Segment Information

The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment.

Derivative Instruments and Fair Value of Financial Instruments

We have evaluated the application of Accounting Standards Codification 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”) to certain freestanding warrants and convertible promissory notes that contain exercise price adjustment features known as reset provisions. Based on the guidance in ASC 815-40, we have concluded these instruments are required to be accounted for as derivatives effective upon issuance.

We have recorded the fair value of the warrants and reset provisions of the convertible promissory notes and classified as derivative liabilities in our balance sheet at fair value with changes in the value of these derivatives reflected in the consolidated statements of operations as gain or loss on derivative liabilities. These derivative instruments are not designated as hedging instruments under ASC 815-10.

Recent Accounting Pronouncements

Off-Balance Sheet Arrangements

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

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.

ITEM 4 – CONTROLS AND PROCEDURES

Disclosure Control and Procedures

We maintain “disclosure controls and procedures,” as such term in defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a, et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding the required disclosures.

Management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurances 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. Due to the inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and further, no evaluation of controls can provide absolute assurances that all control issues and instances of fraud, if any, within the registrant have been detected. 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 of compliance with the policies or procedures may deteriorate.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation and because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of December 31, 2010.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 under the Exchange Act that occurred during the quarter ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. As of March 31, 2010 the Company was engaged in one legal matter: On July 16, 2009, a petition for judgment was filed with the Civil Court of the City of New York naming the Company as a defendant relating to property leased by the Company from the defendant for recovery of past due rent payments, interest and legal costs. In December 2010, the Company settled for $134,848.92 requiring monthly payments of $5,000 until paid. As of December 31, 2010, the outstanding unpaid balance was $124,848.92. 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 1A – RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.

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

In October 2010, the Company issued an aggregate of 427,000 shares of its common stock for future services as prepaid (deferred) compensation at $29,890.

In November 2010, the Company issued 7,800,000 shares of its common stock for services of $429,000.

In December 2010, the Company issued an aggregate of 13,499,360 shares of its common stock for services at $12,500 and $661,250 for future services as prepaid (deferred) compensation.

In December 2010, the Company issued an aggregate of 2,096,680 shares of its common stock in exchange for settlement of $90,000 in convertible notes and accrued interest.

In December 2010, the Company issued 366,667 shares for warrants exercised.

All of the above offerings and sales were deemed to be exempt under Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of the Company or executive officers of the Company, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

In May 2007, the Company received $50,000 in exchange for a Convertible NOTE (Note) that matured on August 31, 2007. The Note bears an interest rate of 12% and is convertible into the Company's common stock at the greater of $0.25 per share or 67.5% of the average 10 previous trade days prior to conversion. This note was intended to be a short term note with repayment upon the raising of additional capital in a private offering with American Capital Partners as the placement agent. This subsequent financing was not adequate to repay this note as promised, and the company since has not had sufficient liquidity to repay this note. To date the noteholder has taken no legal action and has been collecting the default rate of interest (18% per annum) in restricted common stock. It is the intention of the Company to repay this note as soon as it is able from excess cash flow or additional financing.

In May 2007, the Company received $50,000 in exchange for a Convertible Note (Note) that matured on August 31, 2007. The Note bears an interest rate of 12% and is convertible into the Company's common stock at the greater of $0.25 per share or 67.5% of the average 10 previous trade days prior to conversion. This note was intended to be a short term note with repayment upon the raising of additional capital in a private offering with American Capital Partners as the placement agent. This subsequent financing was not adequate to repay this note as promised, and the company since has not had sufficient liquidity to repay this note. To date the noteholder has taken no legal action and has been collecting the default rate of interest (18% per annum) in restricted common stock. It is the intention of the Company to repay this note as soon as it is able from excess cash flow or additional financing.

In May 2007, the Company received $100,000 in exchange for a Convertible Note (Note) that originally matured on August 31, 2007. The Company reached a settlement to issue common stock by no later than December 8, 2008 at the average price back 90 days. Subsequent to the conversion, the Company agreed to issue additional shares should the average price per share be lower in the subsequent 90 days. This note was intended to be a short term note with repayment upon the raising of additional capital in a private offering with American Capital Partners as the placement agent. This subsequent financing was not adequate to repay this note as promised, and the company since has not had sufficient liquidity to repay this note. To date the noteholder has taken no legal action and has been collecting the default rate of interest (18% per annum) in restricted common stock. It is the intention of the Company to repay this note as soon as it is able from excess cash flow or additional financing.

In January of 2009 the Company received $200,000 in exchange for non-convertible Promissory Note that matured on July 20th 2009. The note bears an interest rate of 20% and is in default. The note is currently on hold with the US department of Justice pending settlement of an outstanding case with the Noteholder. Interest payments of approximately $17,334 were made the note to date and interest continues to be accrued pending settlement with the US Department of Justice.

ITEM 4 – RESERVED

NONE

ITEM 5 – OTHER INFORMATION

On June 2, 2010, the Company executed a Convertible Promissory Note with Asher Enterprises, Inc. (“Asher”) in the amount of $50,000 dated June 2, 2010 (the “June Note”) along with a Securities Purchase Agreement dated as of June 2, 2010 (the “June Agreement”), the funding of which occurred on June 15, 2010. On July 16, 2010, the Company executed a Convertible Promissory Note with Asher in the amount of $35,000 (“the “July Note”) along with a Securities Purchase Agreement (the “July Agreement”), the funding of which occurred on July 28, 2010. The June Note has a maturity date of March 4, 2011 and the July Note has a maturity date of April 20, 2011. Neither the June Note nor the July Note (collectively, the “Notes”) permit the Company to prepay the Notes in whole or in part. On October 20, 2010, the Company and Asher entered into an agreement (the “October Agreement”) whereby Asher granted the Company the right to prepay the Notes.

Prepayment of the June Note

Under the terms of the October Agreement, in consideration for Asher permitting the Company to prepay the June Note, the Company agreed to prepay 150% of the principal amount of the June Note together with the accrued and unpaid interest on the initial principal amount as follows:

The sum of $38,837 simultaneously with the execution of the October Agreement.

The sum of $18,997 to be paid on or before November 15, 2010.

The sum of $18,873 to be paid on or before December 15, 2010.

Prepayment of the July Note

Under the terms of the October Agreement, in consideration for Asher permitting the Company to prepay the July Note, the Company agreed to prepay 150% of the principal amount of the July Note together with the accrued and unpaid interest on the initial principal amount as follows:

The sum of $26,856 simultaneously with the execution of the October Agreement.

The sum of $13,298 to be paid on or before November 15, 2010.

The sum of $13,211 to be paid on or before December 15, 2010

ITEM 6 – EXHIBITS

Number		Description

4.1		Form of Exchange Agreement, dated September 30, 2010 (1)

4.2		Exchange Agreement by and between Global Investor Services, Inc. and Allied Global Ventures LLC, dated September 30, 2010 (2)

10.1		Agreement by and between Asher Enterprises, Inc. and Global Investor Services, Inc., dated October 20, 2010 (2)

10.2		Sales Agency Agreement between The Cougar Group and Global Investor Services, Inc (3)

10.3		Form of 4% Promissory Note – Tier One Countries(3)

10.4		Form of 4% Promissory Note – Tier Two Countries(3)

10.5		Voting Agreement between The Cougar Group and Global Investor Services, Inc. (3)

10.6		Escrow Agreement between The Cougar Group, Global Investor Services, Inc. and the Law Offices of Stephen M. Fleming PLLC(3)

10.7		Agreement entered between Global Investor Services, Inc. and Wealth Engineering LLC(3)

10.8		Marketing Fund Agreement between ITT and Wealth, dated July 27, 2010(4)

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

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

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

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

	(1)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 12, 2010
	(2)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 25, 2010

	(3)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 23, 2010
	(4)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 5, 2010

SIGNATURES

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

	GLOBAL INVESTOR SERVICES, INC.

Dated: February 22, 2011	By:	/s/ Nicholas S. Maturo
		Nicholas S. Maturo
		Chief Executive Officer
		(Principal Executive Officer)

Date: February 22, 2011	By:	/s/ William Kosoff
		William Kosoff
		Chief Financial Officer
		(Principal Financial Officer and Accounting Officer)

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