Investview, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.2 - EXHIBIT 31.2 - Investview, Inc.	v232120_ex31-2.htm
EX-32.2 - EXHIBIT 32.2 - Investview, Inc.	v232120_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - Investview, Inc.	v232120_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Investview, Inc.	v232120_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 June 30, 2011

¨	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.)

287 East 950 South

Orem Utah 84058

(801) 889-1800

(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 August 14, 2011, there were 619,488,569 shares of common stock (excluding 120,000,000 shares issued and held in Escrow per The Cougar Group, Asian Sales Agency Agreement, and 195,000 shares in treasury), par value $.001 per share, outstanding.

GLOBAL INVESTOR SERVICES, INC.

(FORMERLY THERETIREMENTSOLUTION.COM, INC.)

FORM 10-Q

QUARTERLY PERIOD ENDED JUNE 30, 2011

TABLE OF CONTENTS

PART 1	FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of June 30, 2011 (Unaudited) and March 31, 2011.	3

	Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2011 and 2010 (Unaudited)	4

	Condensed Consolidated Statement of (Deficiency in) Stockholders' Equity from April 1, 2011 through June 30, 2011 (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2011 and 2010 (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements as of June 30, 2011 (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33

Item 4.	Controls and Procedures	34

PART II	OTHER INFORMATION	34

Item 1.	Legal Proceedings	34

Item 1A	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3.	Defaults Upon Senior Securities	36

Item 4.	Reserved	36

Item 5.	Other Information	36

Item 6.	Exhibits	36

SIGNATURES		37

PART I - FINANCIAL INFORMATION

GLOBAL INVESTOR SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			March 31,
	2011			2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,139,737		$	124,031
Deferred costs		36,116			48,631
Employee advances		6,400			6,400
Prepaid expenses		334,924			512,759
Other current assets		1,013			1,019
Total current assets		1,518,190			692,840

Property, plant and equipment, net of accumulated depreciation of $2,418,155 and $2,365,265 as of June 30, 2011 and March 31, 2011, respectively		529,624			582,514

Other assets:
Deposits		19,460			22,850
Capitalized financing costs, net of amortization of $40,290 and $9,481 as of June 30, 2011 and March 31, 2011, respectively		251,579			237,019

Total assets	$	2,318,853		$	1,535,223

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	1,391,889		$	1,420,847
Deferred revenue		185,119			261,260
Marketing advances		685,700			595,700
Due to related party		71,739			71,739
Convertible notes payable, current portion		478,074			929,518
Convertible notes payable, current portion-related party		1,000,000			-
Notes payable, current portion		-			15,000
Notes payable, current portion-related party		200,000			200,000
Total current liabilities		4,012,521			3,494,064

Long term debt:
Warrant liability		120,868			139,109
Reset derivative liability		41,008			50,957
Notes payable, long term portion		347,049			347,049
Convertible notes payable, long term portion		1,247,496			1,146,352
Convertible notes payable, long term portion-related party		182			1,000,000
Total long term debt		1,756,603			2,683,467
Total liabilities		5,769,124			6,177,531
DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred stock, par value: $0.001; 10,000,000 shares authorized, Nil issued and outstanding as of June 30, 2011 and March 31, 2011		-			-
Common stock, par value $0.001; 1,500,000,000 and 700,000,000 shares authorized at June 30, 2011 and March 31, 2011, respectively; 722,183,569 and 652,189,633 shares issued and 601,988,569 (excluding 195,000 in Treasury but not retired) and 532,189,633 shares outstanding as of June 30, 2011 and March 31, 2011, respectively		602,184			532,190
Additional paid in capital		64,675,818			59,936,767
Warrant subscription receivable		(62,917	)		(62,917	)
Common shares to be issued		500,000			1,710,000
Treasury stock, 195,000 shares		(6,781	)		-
Accumulated deficit		(69,158,575	)		(66,758,348	)
Total deficiency in stockholders' equity		(3,450,271	)		(4,642,308	)

Total liabilities and deficiency in stockholders' equity	$	2,318,853		$	1,535,223

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

GLOBAL INVESTOR SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)

	Three months ended June 30,
	2011			2010
Revenue, net:
Subscription revenue	$	533,162		$	332,894
Services Revenue		-			712
Total revenue		533,162			333,606

Operating costs:
Cost of sales and service		203,231			177,765
Selling, general and administrative		1,705,753			1,324,151
Depreciation and amortization		52,717			234,111
Total operating expenses		1,961,701			1,736,027

Net loss from operations		(1,428,539	)		(1,402,421	)

Other income (expense):
Gain (loss) on change in fair value of warrant and derivative liabilities		28,190			(1,544,679	)
Loss on settlement of debt		(579,801	)		-
Interest, net		(420,071	)		(1,095,057	)
Other		(6	)		(2	)

Net loss before provision for income taxes		(2,400,227	)		(4,042,159	)

Income taxes (benefit)		-			-

NET LOSS	$	(2,400,227	)	$	(4,042,159	)

(Loss) income per common share-basic and fully diluted	$	(0.00	)	$	(0.01	)

Weighted average number of common shares outstanding-basic and fully diluted		543,308,479			351,543,799

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

GLOBAL INVESTOR SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENT OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY

FROM APRIL 1, 2011 THROUGH JUNE 30, 2011

(unaudited)

							Additional		Common shares						Warrant
	Stock		Common stock				Paid in		To be issued						Subscription			Treasury			Accumulated
	Subscription		Shares		Amount		Capital		Shares			Amount			Receivable			Stock			Deficit			Total
Balance, March 31, 2011	$	-		532,189,633	$	532,190	$	59,936,767		12,000,000		$	1,710,000		$	(62,917	)	$	-		$	(66,758,348	)	$	(4,642,308	)
Common stock issued for services rendered and to be rendered		-		33,502,869		33,503		993,700		(6,000,000	)		(210,000	)		-						-			817,203
Common stock issued in settlement of related party advances, notes payable and convertible debt and related accrued interest		-		31,491,067		31,491		1,342,294		-			-			-						-			1,373,785
Common stock issued in settlement of accounts payable		-		1,000,000		1,000		26,000		-			-			-						-			27,000
Common stock issued in June 2011in connection with acquisition of ITT and Razor		-		4,000,000		4,000		996,000		(4,000,000	)		(1,000,000	)		-						-			-
Initial fair value of beneficial conversion features relating to convertible notes		-		-		-		1,354,083																	1,354,083
Fair value of options issued to employees		-		-		-		26,974																	26,974
Acquisition of treasury stock		-		-		-		-		-			-			-			(6,781	)		-			(6,781	)
Net loss		-		-		-		-		-			-			-			-			(2,400,227	)		(2,400,227	)
Balance, June 30, 2011	$	-		602,183,569	$	602,184	$	64,675,818		2,000,000		$	500,000		$	(62,917	)	$	(6,781	)	$	(69,158,575	)	$	(3,450,271	)

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

GLOBAL INVESTOR SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

	Three months ended June 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,400,227	)	$	(4,042,159	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		52,717			234,111
Common stock issued for services rendered		687,827			157,500
Amortization of debt discount relating to convertible notes payable		313,695			949,826
Fair value of vested options issued for services rendered		26,974			32,357
Change in fair value of warrant and derivative liabilities		(28,190	)		1,544,680
Amortization of financing costs		100,440			-
Loss on settlement of debt		579,801			-
Accretion of marketing agreement		90,000			-
Amortization of deferred compensation		244,210			98,978
Changes in operating assets and liabilities:
Deferred costs		12,515			734
Other assets		3,396			2
Accounts payable and accrued liabilities		100,200			371,841
Deferred revenue		(76,141	)		13,626
Net cash used in operating activities:		(292,783	)		(638,504	)

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Acquisition of treasury shares		(6,781	)		-
Proceeds from issuance of convertible debt, net		1,425,000			50,000
Repayments of notes payable		(159,730	)		-
Proceeds from related party advances, net of repayments		50,000			628,500
Net cash provided by financing activities		1,308,489			678,500

Net increase in cash and cash equivalents		1,015,706			39,996
Cash and cash equivalents-beginning of period		124,031			48,828
Cash and cash equivalents-end of period	$	1,139,737		$	88,824

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non cash financing activities:
Common stock issued in settlement of related party advances, notes payable and convertible debt and related interest	$	793,984		$	911,052
Beneficial conversion feature attributable to convertible debentures	$	1,354,083		$	-
Common stock issued for in settlement of outstanding payables	$	27,000		$	-

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

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

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 three months ended June 30, 2011, are not necessarily indicative of the results that may be expected for the year ending March 31, 2012. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated March 31, 2011 financial statements and footnotes thereto included in the Company's Form 10-K/A filed with the SEC.

The condensed consolidated financial statements as of March 31, 2011 have been derived from the audited consolidated financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America.

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, 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 or services 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.

Revenue arises from subscriptions to the websites/software, workshops, online workshops and training and coaching/counseling services where the customers are charged a monthly subscription fee 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.

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

Revenue Recognition (Continued)

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

Cost of Sales and Service

The cost of sales and service consists of the cost of the data feeds that supply real time and stock market data to the Company’s stock analysis software based tool, external partner commissions and other costs associated with the repair or maintenance of the website.

Reclassification

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

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2011 and 2010. 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.

For the three months ended June 30, 2011 and 2010, the Company did not grant stock options to employees. The fair value of options granted in previous years vesting during the three months ended June 30, 2011 and 2010 of $26,974 and $32,357, respectively was recorded as a current period charge to earnings.

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 173,497,275 and 81,054,529 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 three months ended June 30, 2011 and 2010, respectively.

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

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

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

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 $69,158,575, net loss from operations of $1,428,539 and net cash used in operations of $292,783 at June 30, 2011 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 unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

3. PREPAID EXPENSES

From time to time, the Company issues shares of its common stock for services to be performed. 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 June 30, 2011 and March 31, 2011, prepaid expenses were $334,924 and $512,759, respectively. During the three months ended June 30, 2011 and 2010, the Company charged an aggregate of $244,210 and $98,978, respectively, to operations.

4. PROPERTY AND EQUIPMENT

The Company’s property and equipment at June 30, 2011 and March 31, 2011:

	June 30, 2011 (Unaudited)			March 31, 2011
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		(2,418,155	)		(2,365,265	)
	$	529,624		$	582,514

5. CAPITALIZED FINANCING COSTS

In connection with the issuance of convertible debt on March 8, 2011 and April 29, 2011 as described below, the Company issued an aggregate of 9,000,000 shares of its common stock and $61,500 cash for placement services. The aggregate fair value of the common stock and cash paid of $361,500 is amortized ratably over the term of the convertible note (26 months).

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

During the three months ended June 30, 2011, the Company amortized and wrote off $100,440 and charged to interest and financing expense.

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of the following at June 30, 2011 and March 31, 2011:

	June 30, 2011 (Unaudited)		March 31, 2011
Accounts payable	$	807,505	$	802,740
Accrued consulting and commissions payable		9,500		24,093
Accrued interest payable		525,920		536,029
Accrued payroll taxes		8,462		13,012
Accrued salaries and wages		40,502		44,973
	$	1,391,889	$	1,420,847

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 year ended March 31, 2011, the Company made repayment of $34,300. Additionally, the Company accreted and charged $90,000 to operations for the three months ended June 30, 2011 and $270,000 cumulative due relating to the Return based on expected payback term. The balance payable under the Allied marketing including the accumulated accretion was $685,700 at June 30, 2011.

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 March 31, 2011, Wealth funded an aggregate of $630,000 under this agreement.

During the year ended March 31, 2011, the Company made repayment of $226,220 reducing balance payable under the Marketing Fund Agreement to $403,780 as of March 8, 2011. On March 8, 2011, the Company issued a convertible note (see below) for $650,000 and 2,500,000 shares of common stock in settlement of the July 27, 2010 Marketing Fund Agreement. The Company recorded a loss of settlement of debt of $333,720 during the year ended March 31, 2011 as a charge against operations.

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

8. NOTES PAYABLE

A summary of notes payable at June 30, 2011 and March 31, 2011 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 June 30, 2011.

On February 23, 2011, the Company issued a $15,000 promissory note due March 8, 2011 at 10% per annum payable at maturity in exchange for payment of certain professional fees. On May 24, 2011, the Company amended the promissory note to a convertible promissory note due July 1, 2011. The convertible promissory note is convertible at the greater of 50% of the ten day average closing price prior to conversion or $0.02. On June 23, 2011, the Company issued 825,000 shares of its common stock in settlement of principal and accrued interest under this note.

On March 31, 2011, the Company issued $227,049 promissory note due March 31, 2013 at 8% per annum in exchange for accrued fees.

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 June 30, 2011 and March 31, 2011, balances consist of the following:

	June 30, 2011 (Unaudited)			March 31, 2011
Note payable to related party	$	200,000		$	200,000
Note payable, due March 8, 2011		-			15,000
Note payable, due March 31, 2013		227,049			227,049
Notes payable, due September 2015		120,000			120,000
Total		547,049			562,049
Less: Notes payable, current portion – related party		(200,000	)		(215,000	)
Notes payable, long term portion	$	347,049		$	347,049

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

9. CONVERTIBLE NOTES

During the three months ended June 30, 2011, the Company entered into agreements with an aggregate of $600,000 of its convertible note holders, currently in default, to induce conversion of notes. The offer to the note holders was a reduction in the conversion price from $0.10 per share (as amended) to $0.025 per share for the principal and related accrued interest.

During the three months ended June 30, 2011, the Company issued an aggregate of 28,999,400 shares of common stock, valued at $702,485, in exchange for convertible notes and accrued unpaid interest. Total loss in connection with the induced conversion of debt settlement amounted to $579,801 for the three months ended June 30, 2011.

Convertible Note #1

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 were not issued at the time. On June 30, 2011, the Company issued 5,482,680 shares of common stock in settlement of the note and accrued interest. In connection with the settlement, the Company recorded a $113,724 loss on settlement in current period operations.

Convertible Note #2

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 the Convertible Note. 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 to operations ratably over the note term as interest expense.

On June 30, 2011, the Company issued 5,770,800 shares of common stock in settlement of the note and accrued interest. In connection with the settlement, the Company recorded a $116,859 loss on settlement in current period operations.

Convertible Note #3

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.

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

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

On June 30, 2011, the Company issued 6,925,000 shares of common stock in settlement of the note and accrued interest. In connection with the settlement, the Company recorded a $140,231 loss on settlement in current period operations.

Convertible Note #4

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.

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

On June 30, 2011, the Company issued 9,166,720 shares of common stock in settlement of the note and accrued interest. In connection with the settlement, the Company recorded a $185,614 loss on settlement in current period operations.

Convertible Note #5

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.

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

On June 30, 2011, the Company issued 1,154,200 shares of common stock in settlement of the note and accrued interest. In connection with the settlement, the Company recorded a $23,373 loss on settlement in current period operations.

Convertible Promissory Notes #6

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.

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

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:

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 year ended March 31, 2011, the Company issued 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.

For the three months ended June 30, 2011 and 2010, the Company amortized and wrote off $6,393 and $85,437, respectively, to current period operations as interest expense. After the conversion of the note during the year ended March 31, 2011, the remaining face amount of this note is $77,000 and unamortized debt discount is $27,821 as of June 30, 2011.

Convertible Note #7

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.

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

During the year ended March 31, 2011, 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.

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

During the three months ended June 30, 2011 and 2010, the Company amortized and wrote off $1,874 and $4,839, respectively, to current period operations as interest expense.

Convertible Notes # 8

On September 30, 2010, the Company entered into an agreement with a note holder 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, accrued unpaid interest, and an aggregate of 13,166,667 previously granted warrants. The Convertible Promissory note 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 three months ended June 30, 2011, the Company amortized $45,517 to current period operations as interest expense.

Convertible Notes # 9

On March 8, 2011, the Company entered into an Investment Agreement with several accredited investors (the “Investors”) whereby the Investors provided the Company with an aggregate of $365,000 (the “Funding”) to be used for marketing purposes.

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

In the event that the Company has not made payments equal to 50% of the funding as of the 91st day after the closing (the “Shortfall”), then the Investor, at its sole option, may convert the Shortfall into shares of common stock of the Company by dividing the shortfall by the conversion price. The conversion price shall be determined by multiplying .50 by the closing bid price on the 91st day following the closing, subject to a conversion floor of $0.02 per share. The conversion option shall expire upon the earlier of the Company paying the shortfall in full or the 301st day following the closing.

In the event that the Company has not made payments equal to 100% of the funding as of the 181st day after the closing (the “Second Shortfall”), then the Investor, at its sole option, may convert the Second Shortfall into shares of common stock of the Company by dividing the Second Shortfall by the conversion price (the “Second Conversion Option”). The conversion price shall be determined by multiplying .50 by the closing bid price on the 181st day following the closing, subject to a conversion floor of $0.02 per share. The second conversion option shall expire upon the earlier of the Company paying the Second Shortfall in full or the 301st day following the Closing.

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

The total debt discount attributed to the beneficial conversion feature and common stock issued in the amount of $273,750 is charged operations ratably over the note term as interest expense.

During the three months ended June 30, 2011, the Company paid $107,229 towards the principal of the notes.

During the three months ended June 30, 2011, the Company amortized and wrote off $100,299 to current period operations as interest expense.

Convertible Notes # 10

On March 8, 2011, the Company issued a convertible note for $650,000 and 2,500,000 shares of common stock in settlement of the July 27, 2010 Marketing Fund Agreement (See Note 8 above). The note requires weekly payments of $12,500 commencing on April 1, 2011 through April 30, 2012.

In the event that the Company has not made payments for a total of $150,000 in a three month period, the noteholder may elect to convert the unpaid balance into shares of the Company's common stock. The conversion price shall be determined by multiplying .50 by the closing bid price on the 181st day following the closing, subject to a conversion floor of $0.02 per share.

In connection with the issuance of the Convertible Note, the Company issued 2,500,000 shares of its common stock.

The Company recorded a loss of settlement of debt of $333,720 in current period operations.

The total debt discount attributed to the beneficial conversion feature and common stock issued in the amount of $487,500 is charged operations ratably over the note term as interest expense.

For the three months ended June 30, 2011, the Company amortized $134,539 to current period operations as interest expense.

Convertible Notes # 11

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

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

The total debt discount attributed to the beneficial conversion feature and common stock issued in the amount of $145,833 is charged operations ratably over the note term as interest expense.

During the three months ended June 30, 2011, the Company amortized $11,416 to current period operations as interest expense.

Convertible Notes # 12

On June 30, 2011, the Company issued $1,200,000 in Convertible Promissory Notes ($200,000 related party) that matures June 30, 2014. The Promissory Notes bear interest at a rate of 8% and will be convertible into 60,000,000 shares of the Company’s common stock, at a conversion rate of $.02 per share. Interest will also be converted into common stock at the conversion rate of $.02 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 30,000,000 warrants to purchase the Company’s common stock at $0.03 per share over five years (see Note 15).

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 $735,334 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 (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 30,000,000 shares of the Company’s common stock at $0.03 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 $464,666 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 1.76%, a dividend yield of 0%, and volatility of 166.12%. The debt discount attributed to the value of the warrants issued is amortized over the note’s maturity period (three years) as interest expense.

The Company allocated proceeds based on the relative fair values of the conversion provisions of the debt and warrants, measured at an aggregate of $1,200,000, to the warrant and debt conversion provision liabilities and a discount to Convertible Promissory Notes.

For the three months ended June 30, 2011, the Company amortized $1,095 to current period operations as interest expense.

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

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 June 30, 2011 and March 31, 2011.

At June 30, 2011 and March 31, 2011, convertible note balances consisted of the following:

	June 30, 2011 (Unaudited)			March 31, 2011
Convertible note #1	$	-		$	100,000
Convertible note #2, net of unamortized debt discount of $1,078		-			123,922
Convertible note #3, net of unamortized debt discount of $1,294		-			148,706
Convertible note #4, net of unamortized debt discount of $1,725		-			198,275
Convertible note #5, net of unamortized debt discount of $216		-			24,784
Convertible Promissory Notes #6, net of unamortized debt discount of $27,823 and $34,214, respectively		49,177			42,786
Convertible Promissory Note #7, net of unamortized debt discount of $5,642 and $7,516, respectively		146,444			144,570
Convertible Promissory Notes #8, net of unamortized debt discount of $776,784 and $822,300 respectively		1,049,884			1,004,367
Convertible Promissory Notes #9, net of unamortized discount of $165,501 and $265,800, respectively		92,270			99,200
Convertible Promissory Note #10, net of unamortized discount of $326,201 and $460,740, respectively		271,299			189,260
Convertible Promissory Notes #11, net of unamortized discount of $134,417		115,583			-
Convertible Promissory Notes #12, net of unamortized discount of $1,198,905		1,095			-
Convertible promissory notes, related party, net of unamortized debt discount of $-0 and $-0-, respectively		1,000,000			1,000,000
Total		2,725,752			3,075,870
Less: convertible notes payable, current portion		(478,074	)		(929,518	)
Less: convertible notes payable, related party, current portion		(1,000,000	)		-
Convertible notes payable, long term portion		1,247,496			1,146,352
Convertible notes payable-related party, net of discount, long term portion	$	182		$	1,000,688

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

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 $9,949 for the three months ended June 30, 2011and a loss of $993,531 for the three months ended June 30, 2010.

The fair value of the reset liability at June 30, 2011 was determined using the Black Scholes Option Pricing Model with the following assumptions:

Dividend yield:	-0-	%
Volatility	166.12	%
Risk free rate:	0.19	%

At June 30, 2011, the reset derivative liability valued at $41,008, the Company believes an event under the contract that would create an obligation to settle in cash or other current assets in remote and has classified the obligation as a long term liability.

11. WARRANT DERIVATIVE LIABILITY

As described in Note 9 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 gain on change in fair value of warrant liability of $18,241 for the three months ended June 30, 2011 and a loss of $517,017 for the three months ended June 30, 2010.

The fair values of the warrants at June 30, 2011 were determined using the Black Scholes Option Pricing Model with the following assumptions:

Dividend yield:	-0-	%
Volatility	166.12	%
Risk free rate:	0.81	%

At June 30, 2011, the warrant liability valued at $120,868, 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.

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 June 30, 2011 and March 31, 2011, due to related party was $71,739.

During the three months ended June 30, 2011, Dr. Joseph J Louro, our Chief Executive Officer, advanced $50,000 to the Company for working capital purposes. On June 6, 2011, the Company issued 1,666,667 shares of common stock in settlement of the loan of $50,000 and accrued interest of $12,500.

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

As described in Note 9 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 June 30, 2011 and March 31, 2011, the outstanding balance was $1,000,000. The note holders are current employees of the Company’s consolidated group. During the three months ended June 30, 2011, the Company charged $20,000 as interest expense to current period operations.

As described in Note 9 above, on June 30, 2011, the Company issued a $200,000 convertible promissory note with interest at 8% per annum, due June 30, 2014. The note is convertible into the Company's common stock at $0.02 per share. In connection with the issuance of the note, the Company issued 5,000,000 warrants to purchase the Company’s common stock at $0.03 per share over five years.

As described in Note 7 above, the Company is under contract with Allied Global Ventures, LLC at June 30, 2011, a shareholder of the Company, whereby the related party provides funds for marketing and promotional activity in exchange for an allocated part of gross revenue from sales of the related corporation’s products and services. Contained within the contract are a minimum number of subscribers the Company is required to maintain to ensure exclusivity.

13. CAPITAL STOCK

In April 2011, the Company increased the authorized common shares from 700,000,000 to 1,500,000,000 shares with par value $.001 per share. As of June 30, 2011 and March 31, 2011, the Company had 722,183,569 shares and 652,189,633 shares of common stock issued and 601,988,569 shares (excluding 120,000,000 shares issued and held in Escrow per The Cougar Group, Asian Sales Agency Agreement, and 195,000 shares in treasury) and 532,189,633 shares of common stock outstanding.

In April 2011, the Company issued 6,000,000 shares of common stock, valued at $210,000, in connection services provided with financing activities. These shares were accounted for as common stock to be issued in prior year-end.

In June 2011, the Company issued 3,000,000 shares of common stock in connection with services provided with financing activities of $90,000.

In June 2011, the Company issued an aggregate of 4,502,869 in exchange for $63,353 of services rendered and $66,375 for future services as prepaid (deferred) compensation.

In June 2011, the Company issued 20,000,000 as a signing bonus valued at $600,000 to the new Chief Executive Officer of the Company.

In June 2011, the Company issued an aggregate of 4,000,000 shares of common stock in connection with the acquisition of ITT LLC and Razor Data Corp. These shares were accounted for as common stock to be issued in prior year-end.

In June 2011, the Company issued 1,000,000 shares of its common stock, valued at $27,000, in settlement of $12,500 accounts payable, and charged $14,500 to current operations.

During the three months ended June 30, 2011, the Company re-acquired 195,000 shares of its common stock for $6,781 from the open market. The acquired shares are in treasury and the Company has not retired those shares.

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

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, matured on March 31, 2011. The Notes associated with the Tier Two Countries, in the principal amount of $8,000,000, mature on September 30, 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 June 30, 2011, 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.

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 $134,849 requiring monthly payments of $5,000 until paid. As of June 30, 2011, the outstanding unpaid balance was $94,849. The Company has accrued their obligations under the lease.

The Company may be subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. The Company had no pending legal proceedings or claims other than described above as of June 30, 2011.

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

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 June 30, 2011. 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 June 30, 2011.

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 June 30, 2011:

		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		8.26	$	0.05		4,000,000	$	0.05
	0.06		500,000		5.61		0.06		500,000		0.06
			7,500,000		8.08	$	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, 2010		16,500,000		$	0.056
Granted		-			-
Exercised		-			-
Canceled		(9,000,000	)		(0.06	)
Options outstanding at March 31, 2011		7,500,000			0.051
Granted		-			-
Exercised		-			-
Canceled		-
Options outstanding at June 30, 2011		7,500,000		$	0.051

Stock-based compensation expense in connection with options granted to employees for the three months ended June 30, 2011and 2010 was $26,974 and $32,357, respectively.

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

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 June 30, 2011:

		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		1.95	$	0.145		500,000	$	0.145
	0.42		500,000		5.61		0.42		300,000		0.42
	0.25		2,469,135		0.04		0.25		2,469,135		0.25
			3,469,135		1.12	$	0.23		3,269,135	$	0.26

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, 2010		3,469,135	$	0.23
Granted		-
Exercised		-		-
Expired
Options outstanding at March 31, 2011		3,469,135		0.26
Granted		-		-
Exercised		-		-
Cancelled or expired		-		-
Options outstanding at June 30, 2011		3,469,135	$	0.26

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 June 30, 2011:

		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		2.56	$	0.01		2,000,000	$	0.01
	0.03		30,000,000		4.96		0.03		30,000,000		0.03
	0.05		6,895,836		1.61		0.05		6,895,836		0.05
Total			38,895,836		4.37	$	0.033		8,895,836	$	0.033

GLOBAL INVESTOR SERVICES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

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

				Average
	Number of			Price
	Shares			Per Share
Warrants outstanding at March 31, 2010		37,188,725		$	0.07
Granted		13,300,002			0.05
Exercised		(27,491,674	)		(0.05	)
Cancelled or expired		(14,104,217	)		(0.12	)
Warrants outstanding at March 31, 2011		8,895,836			0.41
Granted		30,000,000			0.03
Exercised		-
Cancelled or expired
Warrants outstanding at June 30, 2011		38,895,836		$	0.033

On June 30, 2011, warrants of 30,000,000 were issued in connection with the issuance of Convertible Promissory Notes (see Note 9). The warrants are exercisable for five years from the date of issuance at an exercise price of $0.03 per share. The warrants were valued using the Black Sholes option pricing method with the following assumptions: dividend yield $-0-, volatility of 166.12% and risk free rate of 1.76%.

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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

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	$	-	$	-	$	(41,008	)	$	(41,008	)
Warrant derivative liability		-		-		(120,868	)		(120,868	)
Total	$	-	$	-	$	(161,876	)	$	(161,876	)

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of June 30, 2011:

	Warrant Derivative Liability			Convertible Debt Derivative			Total
Balance, March 31, 2011	$	139,109		$	50,957		$	190,066
Total gains:
Initial fair value of debt derivative at note issuance		-			-			-
Mark-to-market at June 30, 2011:
- Warrants reset provision		(18,241	)		-			(18,241	)
- Reset provisions relating to debt		-			(9,949	)		(9,949	)

Balance, June 30, 2011	$	120,868		$	41,008		$	161,876

Net loss for the period included in earnings relating to the liabilities held at June 30, 2011	$	18,241		$	9,949		$	28,190

17. SUBSEQUENT EVENTS

In July 2011, the Company entered into an Agreement with Wealth Engineering LLC, Wealth Engineering and Development Incorporated, Annette Raynor and Mario Romano (collectively, the “Wealth Parties”) pursuant to which the Company, among other matters, agreed to issue the Wealth Parties 17,500,000 shares of common stock, make a payment of $150,000 to the Wealth Parties by July 22, 2011, pay the Wealth Parties 20% of monthly net revenue generated pursuant to the agreement with Questrade, Inc. and provide the Wealth Parties a bonus to be determined if Wealth introduces the Company to financing or white label software contacts. The Wealth Parties released the Company from all claims and agreed to standard non-solicit and non-compete clauses.

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/A for the year ended March 31, 2011 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 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.

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 through 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 June 30, 2011 compared to three months ended June 30, 2010:

Revenues:

	Three Months Ended				Three Months Ended
	June 30, 2011				June 30, 2010				Variance
Subscription revenues	$	533,162	100	%	$	332,894	100	%	$	200,268		60	%
Training revenues		-	-	%		712	-	%		(712	)	(100	)%
Services and other		-	-			-	-			-		-	%
Total	$	533,162	100	%	$	333,606	100	%	$	199,556		60	%

Revenue for the three months ended June 30, 2011 was $533,162 which represented a $200,268 increase from revenue of $332,894 for the three months ended June 30, 2010. The increase in revenue was due to the initiation of online marketing campaigns.

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 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 and we continue to see positive consumer response 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 June 30, 2011 and the three months ended June 30, 2010 follows:

	Three Months				Three Months
	Ended				Ended
	June 30, 2011				June 30, 2010				Variance
Costs of sales and services	$	203,231	10	%	$	177,765	10	%	$	25,466		14	%
Selling, general and administrative		1,705,753	87	%		1,324,151	76	%		381,602		29	%
Depreciation and amortization		52,717	3	%		234,111	14	%		(181,394	)	(77	)%
Total	$	1,961,701	100	%	$	1,736,027	100	%	$	225,674		(13	)%

Cost of sales and services for the three month period ended June 30, 2011 was $203,231 as compared to $177,765 for the same period last year. The primary reason for this increase was the increase in revenue for the period.

Our selling, general and administrative expenses for the three month period ended June 30, 2011 was $1,705,753 as compared to $1,324,151 for the three months ended June 30, 2010. 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 paid to employees and consultants.

Other:

A summary of significant other income (expenses) for the three months ended June 30, 2011 and the three months ended June 30, 2010 follows:

	Three Months					Three Months
	Ended					Ended
	June 30, 2011					June 30, 2010					Variance
Gain (loss) on change in fair value of warrant and derivatives	$	28,190		3	%	$	(1,544,679	)	(59)	%	$	1,572,869		102	%
Loss on settlement of debt		(579,801	)	(60	)%		-		-	%		(579,801	)	(100	)%
Interest and other, net		(420,077	)	(43	)%		(1,095,059	)	(41	)%		674,982		62	%
Total	$	(971,688	)	100	%	$	(2,639,738	)	100	%	$	1,668,050		(63)	%

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 gain to our current period operations of $28,190 as compared to a net loss of $1,544,679 for the same period last year.

During the three months ended June 30, 2011, 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 $579,801 for the three months ended June 30, 2011.

Our net interest and other charges decreased from $1,095,059 to $420,077 during the three months ended June 30, 2011 primarily due to reductions in our debt compared to the prior period.

Liquidity and Capital Resources

As of June 30, 2011, the Company had a working capital deficit (total current liabilities in excess of total current assets) of $2,494,331. The Company generated a deficit in cash flow from operating activities of $292,783 for the three month period June 30, 2011. This deficit is primarily attributable to the Company's net loss from operations of $2,400,227 and is partially offset by the following:

a charge for the value of options issued for services of $26,974,

amortization and write-off of debt discount relating to convertible notes payable $313,695,

stock issued and subscribed for services of $687,827,

amortization and depreciation expense of $397,367,

change in fair value of warrant and derivative liabilities of $(28,190),

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

loss on settlement of debt and warrants of $579,801 and

changes in the balances of operating assets and liabilities.

Deferred costs and other current assets decreased by $15,911. Accounts payable and accrued liabilities increased by $100,200, and deferred revenue decreased by $76,141.

The Company did not have any cash flow from investing activities for the three months ended June 30, 2011.

The Company generated a cash flow from financing activities for the three month period ended June 30, 2011 through proceeds from borrowing on convertible promissory notes of $1,425,000 and advances from related party of $50,000 net with repayment of notes payable of $159,730 and re-purchase of the Company's common stock of $6,781.

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 in 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 unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred significant losses which have resulted in an accumulated deficit of $69,158,575, a working capital deficit (total current liabilities in excess of total current assets) of $2,494,331 and a deficit in cash flow from operating activities of $292,783 for the three month period June 30, 2011 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

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.

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.

The Company charged $26,974 and $32,357 to current period operations for the three months ended June 30, 2011 and 2010, respectively, for vesting options previously granted.

Segment Information

The information disclosed herein materially represents all of the financial information related to the Company’s one 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 June 30, 2011 as a result of the reasons set forth below.

Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff and reliance on outside consultants for external reporting. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.

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

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

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 June 30, 2011 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 $134,849 requiring monthly payments of $5,000 until paid. As of June 30, 2011, the outstanding unpaid balance was $94,849. 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 June 2011, the Company issued 3,000,000 shares of common stock in connection with services provided with financing activities of $90,000.

In June 2011, the Company issued an aggregate of 4,502,869 in exchange for $60,827 of services rendered and $66,375 for future services as prepaid (deferred) compensation.

In June 2011, the Company issued 20,000,000 as a signing bonus valued at $600,000 to the new Chief Executive Officer of the Company.

In June 2011, the Company issued an aggregate of 31,491,067 shares of its common stock in settlement of $793,984 of related party advances, notes payable and convertible notes and related accrued interest. Five of these notes totaling $600,000 plus interest were in default at the time of conversion whereby through the conversion the defaults were cured.

In June 2011, the Company issued of 1,000,000 shares of its common stock in settlement of $12,500 accounts payable.

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 January of 2009, the Company received $200,000 in exchange for the issuance of a non-convertible Promissory Note that matured on July 20, 2009. The note bears an interest rate of 20% and is in default. The Company has been advised that the US department of Justice is negotiating a settlement with the noteholder. Interest payments of approximately $17,334 were made to date and interest continues to be accrued pending settlement with the US Department of Justice.

ITEM 4 – RESERVED

NONE

ITEM 5 – OTHER INFORMATION

NONE

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)

4.3		Form of Subscription Agreement dated July 7, 2011 (6)

4.4		Form of 8% Secured Convertible Note dated July 7, 2011 (6)

4.5		Form of Common Stock Purchase Warrant dated July 7, 2011 (6)

4.6		Form of Security Agreement dated July 7, 2011 (6)

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)

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

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

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

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

10.13		Employment Agreement by and between Global Investor Services Inc. and Dr. Joseph J. Louro dated June 7, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 29, 2011).

10.14		Letter Agreement by and between Global Investor Services Inc. and Dr. Joseph J. Louro dated June 29, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 29, 2011

10.15		Agreement by and between Global Investor Services Inc., Wealth Engineering LLC, Wealth Engineering and Development Incorporated, Annette Raynor and Mario Romano dated July 12, 2011

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

(5)

Incorporated by reference to the Form 10-K/A Annual Report filed with the Securities and Exchange Commission on July 19, 2011

(6)

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 13, 2011

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: August 15, 2011	By:	/s/ Dr. Joseph J. Louro
		Dr. Joseph J. Louro
		Chief Executive Officer
		(Principal Executive Officer)

Date: August 15, 2011	By:	/s/ William Kosoff
		William Kosoff
		Acting Chief Financial Officer
		(Principal Financial Officer and Accounting Officer)

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