0001387131-11-000963.txt : 20110520 0001387131-11-000963.hdr.sgml : 20110520 20110520135016 ACCESSION NUMBER: 0001387131-11-000963 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110520 DATE AS OF CHANGE: 20110520 GROUP MEMBERS: ANNETTE RAYNOR GROUP MEMBERS: GINA ROMANO GROUP MEMBERS: KEVIN RAYNOR GROUP MEMBERS: MARIO ROMANO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Global Investor Services, Inc. CENTRAL INDEX KEY: 0000862651 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870369205 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80129 FILM NUMBER: 11860856 BUSINESS ADDRESS: STREET 1: 378 NORTH MAIN STREET 2: SUITE 124 CITY: LAYTON STATE: UT ZIP: 84041 BUSINESS PHONE: 8014979075 MAIL ADDRESS: STREET 1: 378 NORTH MAIN STREET 2: SUITE 124 CITY: LAYTON STATE: UT ZIP: 84041 FORMER COMPANY: FORMER CONFORMED NAME: TheRetirementSolution.com, Inc. DATE OF NAME CHANGE: 20060918 FORMER COMPANY: FORMER CONFORMED NAME: Voxpath Holdings, Inc. DATE OF NAME CHANGE: 20060619 FORMER COMPANY: FORMER CONFORMED NAME: UINTAH MOUNTAIN COPPER COMPANY DATE OF NAME CHANGE: 19990810 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wealth Engineering LLC CENTRAL INDEX KEY: 0001518540 IRS NUMBER: 272320305 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 281 HWY 34 STREET 2: SUITE 204B CITY: COLTS NECK STATE: NJ ZIP: 07722 BUSINESS PHONE: 732-889-4309 MAIL ADDRESS: STREET 1: 281 HWY 34 STREET 2: SUITE 204B CITY: COLTS NECK STATE: NJ ZIP: 07722 SC 13D 1 wealth-sc13d_100110.htm ACQUISITIONOF BENEFICIAL OWNERSHIP wealth-sc13d_100110.htm


 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
    (Amendment No.   )*
 
GLOBAL INVESTOR SERVICES, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

76130805 
(CUSIP Number)

Annette Raynor, Wealth Engineering LLC, 281 Highway 34, Colts Neck, NJ  07722 (732) 889-4309

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 1, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
 
SCHEDULE 13D
 
CUSIP No.
 
76130805
   
Page
 
2
of
 
10
Pages
   
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Wealth Engineering LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
    (a) o
 
    (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
43,731,893
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
43,731,893
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,731,893 sole voting and sole dispositive power.
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company)
 
 
 
 

 
 
CUSIP No.
 
76130805
   
Page
 
3
of
 
10
Pages
   
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mario Romano
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
    (a) o
 
    (b)     o
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
  o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
43,731,893
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
43,731,893
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,731,893
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14
TYPE OF REPORTING PERSON (See Instructions)
IN/HC
 
 
 
 

 
 
CUSIP No.
 
76130805
   
Page
 
4
of
 
10
Pages
   
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Gina Romano
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) o
 
(b)     o
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
  o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
43,731,893
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
43,731,893
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,731,893
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14
TYPE OF REPORTING PERSON (See Instructions)
IN/HC
 
 
 

 
 
CUSIP No.
 
76130805
   
Page
 
5
of
 
10
Pages
   
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Annette Raynor
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) o
 
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
  o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
43,731,893
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
43,731,893
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,731,893
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
  o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14
TYPE OF REPORTING PERSON (See Instructions)
IN/HC
 
 
 
 

 
 
CUSIP No.
 
76130805
   
Page
 
6
of
 
10
Pages
   
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Kevin Raynor
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) o
 
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
N/A
  o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
43,731,893
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
43,731,893
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,731,893
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14
TYPE OF REPORTING PERSON (See Instructions)
IN/HC
 
 
 

 
 
Item 1.  Security and Issuer Identity and Background
 
This Schedule 13D (the “Schedule 13D”) relates to the Common Stock, par value $.001 per share (“Common Stock”), of Global Investor Services, Inc., a Nevada corporation (the “Issuer”).
 
The principal executive offices of the Issuer are located at 287 East 950 South, Orem, Utah 84058.
 
Item 2.  Identity and Background
 
(a)  
This Schedule 13D is filed on behalf of Wealth Engineering LLC (“Wealth Engineering”), Mario Romano, Gina Romano, Annette Raynor and Kevin Raynor (collectively, the “Reporting Persons”).
 
(b)  
The principal business address of each of the Reporting Persons is 281 Highway 34, Suite 204B, Colts Neck, NJ  07722.
 
(c)  
Wealth Engineering markets on-line financial education software and services.  Wealth Engineering functions in the capacity of business development for these products and actively markets the products of the Issuer.  Mario Romano is the President and Chief Executive Officer of Wealth Engineering.  Gina Romano is a member of the Board of Managers of Wealth Engineering. Annette Raynor is the Vice President, Chief Operating Officer, Secretary and a member of the Board of Managers of Wealth Engineering.  Kevin Raynor is a member of the Board of Managers of Wealth Engineering.  Mario Romano and Gina Romano are husband and wife.  Kevin Raynor and Annette Raynor are husband and wife.
 
(d)  
During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)  
During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of which was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
 
(f)  
Wealth Engineering is a New Jersey limited liability company.  Each of Mario Romano, Gina Romano, Annette Raynor and Kevin Raynor is a United States citizen.
 
 
 

 
 
Item 3.  Source and Amount of Funds or Other Consideration
 
Wealth Engineering funded the acquisition of the Issuer’s securities described in this Schedule 13D with working capital and funds available for investment.  In addition, 10,000,000 shares were acquired in exchange for services rendered by Wealth Engineering to the Issuer and certain shares were contributed to Wealth Engineering in exchange for membership interests in Wealth Engineering.
 
Item 4.  Purposes of Transactions
 
Wealth Engineering acquired the securities for investment purposes, and the acquisitions of the securities were made in the ordinary course of business  and were not made for the purpose of acquiring control of the Issuer.
 
None of the Reporting Persons has formulated any plans or proposals which relate to or would result in:  (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number of or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g) (4) of the Act, as amended or (j) any action similar to those enumerated above; however, the Reporting Persons at any time and from time to time, may acquire additional securities or dispose of any or all of the securities owned by them depending upon an ongoing evaluation of the investment in the securities, prevailing market conditions and other investment opportunities.  In addition pursuant to an Agreement between Wealth Engineering and the Issuer dated as of September 23, 2010, Wealth Engineering was entitled to designate an individual to serve as a member of the Issuer’s Board of Directors.  The designee was appointed to the Issuer’s Board of Directors on March 3, 2011.
 
Item 5.  Interest in Securities of the Issuer
 
(a) The aggregate number of shares of Common Stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is 43,731,893 shares, or approximately 6.9% of the class of securities identified in Item 1 based on 632,039,736 shares of Common Stock outstanding as of April 21, 2011, as reported in the Issuer’s Schedule 14C Information Statement filed with the Securities and Exchange Commission on April 26, 2011.
 
(b) The number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition, or shared power to dispose or indirect the disposition for the Reporting Persons is set forth in Items 7 to 10 of pages 2-6 of this Schedule 13D and such information is incorporated herein by reference.
 
 
 

 
 
(c) Except as described above, none of the Reporting Persons has had any transactions in the class of securities reported herein during the past 60 days.
 
(d) Not applicable.
 
(e) Not applicable.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer
 
No contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between any of the Reporting Persons and any other person with respect to any securities of the Issuer,  including but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
 
Item 7.  Material to be Filed as Exhibits
 
 
  No. 1.  Exhibit
     
  1. Joint Filing Agreement
     
    Agreement dated as of September 23, 2010 between Issuer and Wealth Engineering LLC (incorporated by reference to Exhibit 10.6 to the Issuers Repot on Form 8-K filed with the Securities and Exchange Commission on September 23, 2010)
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:           May 17, 2011
 
   
Wealth Engineering LLC
 
       
   
By:
/s/Annette Raynor
 
   
Name:
Annette Raynor  
   
Title:
Vice President and Chief Operating Officer  
         
         
      /s/Mario Romano  
      Mario Romano  
         
         
      /s/ Gina  Romano  
      Gina Romano  
         
         
      /s/Annette Raynor  
      Annette Raynor  
         
         
      /s/Kevin Raynor  
      Kevin Raynor  
 
EX-1 2 ex-1.htm JOINT FILING AGREEMENT ex-1.htm


 
Exhibit 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agree to file jointly the statement on Schedule 13D (including any amendments thereto) with respect to the Common Stock, par value $.001 per share, of Global Investor Services, Inc.
 
It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe that such information is inaccurate.
 
It is understood and agreed that a copy of this agreement shall be attached as an exhibit to the statement on Schedule 13D, and any amendments thereto, filed on behalf of the parties hereto.
 
Dated:  May 17, 2011
 
   
Wealth Engineering LLC
 
       
   
By:
/s/Annette Raynor
 
   
Name:
Annette Raynor  
   
Title:
Vice President and Chief Operating Officer  
         
         
      /s/Mario Romano  
      Mario Romano  
         
         
      /s/ Gina  Romano  
      Gina Romano  
         
         
      /s/Annette Raynor  
      Annette Raynor  
         
         
      /s/Kevin Raynor  
      Kevin Raynor