10-Q 1 v241057_10q.htm FORM 10-Q Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)

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

For the quarterly period ended September 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)

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 x  No ¨

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

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

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

As of November 18, 2011, there were 875,258,568 shares of common stock, (of which 260,000 shares are in treasury), par value $.001 per share, outstanding.
 
 
 

 
 
GLOBAL INVESTOR SERVICES, INC.
FORM 10-Q
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011
TABLE OF CONTENTS

PART 1
FINANCIAL INFORMATION
 
3
       
Item 1.
Financial Statements
 
3
       
 
Condensed Consolidated Balance Sheets as of September 30, 2011 (Unaudited) and March 31, 2011.
 
3
       
 
Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2011 and 2010 (Unaudited)
 
4
       
 
Condensed Consolidated Statement of (Deficiency in) Stockholders' Equity from April 1, 2011 through September 30, 2011 (Unaudited)
 
5
       
 
Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2011 and 2010 (Unaudited)
 
6
       
 
Notes to Condensed Consolidated Financial Statements as of September 30, 2011 (Unaudited)
 
7
       
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
28
       
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
36
       
Item 4.
Controls and Procedures
 
36
       
PART II
OTHER INFORMATION
 
38
       
Item 1.
Legal Proceedings
 
38
       
Item 1A       
Risk Factors
 
38
       
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
38
       
Item 3.
Defaults Upon Senior Securities
 
39
       
Item 4.
Reserved
 
39
       
Item 5.
Other Information
 
39
       
Item 6.
Exhibits
 
39
       
SIGNATURES
 
42
 
 
2

 

PART I - FINANCIAL INFORMATION

GLOBAL INVESTOR SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

   
September 30,
   
March 31,
 
   
2011
   
2011
 
   
(unaudited)
       
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 335,334     $ 124,031  
Deferred costs
    37,392       48,631  
Employee advances
    -       6,400  
Prepaid expenses
    269,367       512,759  
Other current assets
    695       1,019  
Total current assets
    642,788       692,840  
                 
Property, plant and equipment, net of accumulated depreciation of $2,470,872 and $2,365,265 as of September 30, 2011 and March 31, 2011, respectively
    476,907       582,514  
                 
Other assets:
               
Deposits
    19,460       22,850  
Capitalized financing costs, net
    -       237,019  
                 
Total assets
  $ 1,139,155     $ 1,535,223  
                 
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
               
                 
Current liabilities:
               
Accounts payable and accrued liabilities
  $ 1,399,742     $ 1,420,847  
Deferred revenue
    207,686       261,260  
Marketing advances
    -       595,700  
Due to related party
    57,739       71,739  
Convertible notes payable, current portion
    148,337       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
    3,013,504       3,494,064  
                 
Long term debt:
               
Warrant liability
    10,413       139,109  
Reset derivative liability
    -       50,957  
Notes payable, long term portion
    367,049       347,049  
Convertible notes payable, long term portion
    99,582       1,146,352  
Convertible notes payable, long term portion-related party
    16,971       1,000,000  
Total long term debt
    494,015       2,683,467  
                 
Total liabilities
    3,507,519       6,177,531  
                 
DEFICIENCY IN STOCKHOLDERS' EQUITY
               
Preferred stock, par value: $0.001; 10,000,000 shares authorized, None issued and outstanding as of September 30, 2011 and March 31, 2011
    -       -  
Common stock, par value $0.001; 1,500,000,000 and 700,000,000 shares authorized as of September 30, 2011 and March 31, 2011, respectively; 820,258,568 and  652,189,633 shares issued and 819,998,568 and 532,189,633 shares outstanding as of September 30, 2011 and March 31, 2011, respectively
    820,259       652,190  
Additional paid in capital
    70,149,597       59,816,767  
Warrant subscription receivable
    -       (62,917 )
Common shares to be issued
    500,000       1,710,000  
Treasury stock, 260,000 shares
    (8,589 )     -  
Accumulated deficit
    (73,829,631 )     (66,758,348 )
Total deficiency in stockholders' equity
    (2,368,364 )     (4,642,308 )
                 
Total liabilities and deficiency in stockholders' equity
  $ 1,139,155     $ 1,535,223  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
 
 
3

 

GLOBAL INVESTOR SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

   
Three months ended September 30,
   
Six months ended September 30,
 
   
2011
   
2010
   
2011
   
2010
 
Revenue, net:
                       
Subscription revenue
  $ 556,947     $ 423,524     $ 1,090,109     $ 756,418  
Services Revenue
    -       -       -       712  
Total revenue
    556,947       423,524       1,090,109       757,130  
                                 
Operating costs:
                               
Cost of sales and service
    185,856       170,049       389,087       347,814  
Selling, general and administrative
    2,044,623       1,380,339       3,750,376       2,704,490  
Depreciation and amortization
    52,718       233,973       105,435       468,084  
Total operating expenses
    2,283,197       1,784,361       4,244,898       3,520,388  
                                 
Net loss from operations
    (1,726,250 )     (1,360,837 )     (3,154,789 )     (2,763,258 )
                                 
Other income (expense):
                               
Gain (loss) on change in fair value of warrant and derivative liabilities
    18,775       959,028       46,965       (585,651 )
Loss on settlement of debt and warrants
    (1,331,410 )     (457,500 )     (1,911,211 )     (457,500 )
Interest, net
    (1,632,129 )     (1,962,895 )     (2,052,200 )     (3,057,952 )
Other
    (42 )     56       (48 )     54  
                                 
Net loss before provision for income taxes
    (4,671,056 )     (2,822,148 )     (7,071,283 )     (6,864,307 )
                                 
Income taxes (benefit)
    -       -       -       -  
                                 
NET LOSS
  $ (4,671,056 )   $ (2,822,148 )   $ (7,071,283 )   $ (6,864,307 )
                                 
Loss per common share-basic and fully diluted
  $ (0.01 )   $ (0.01 )   $ (0.01 )   $ (0.02 )
                                 
Weighted average number of common shares outstanding-basic and fully diluted
    629,305,797       394,100,878       586,542,103       372,938,615  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
 
 
4

 

GLOBAL INVESTOR SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
FROM APRIL 1, 2011 THROUGH SEPTEMBER 30, 2011
(unaudited)

               
Additional
   
Common shares
   
Warrant
                   
   
Common stock
   
Paid in
   
To be issued
   
Subscription
   
Treasury
   
Accumulated
       
                                           
Balance, March 31, 2011
    652,189,633     $ 652,190     $ 59,816,767       12,000,000     $ 1,710,000     $ (62,917 )   $ -     $ (66,758,348 )   $ (4,642,308 )
Common stock issued for services rendered and to be rendered
    48,402,869       48,403       1,366,200       (6,000,000 )     (210,000 )     -       -       -       1,204,603  
Common stock issued in settlement of related party advances, notes payable and convertible debt and related accrued interest and warrants
    234,666,066       234,666       6,320,196       -       -       -               -       6,554,862  
Common stock issued in settlement of accounts payable
    1,000,000       1,000       26,000       -       -       -               -       27,000  
Common stock issued in June 2011 connection acquisition of ITT and Razor
    4,000,000       4,000       996,000       (4,000,000 )     (1,000,000 )     -       -       -       -  
Cancellation of shares issued in connection with Cougar Agreement     (120,000,000     (120,000 )     120,000       -       -       -       -       -       -  
Initial fair value of beneficial conversion features relating to convertible notes
    -       -       1,360,383       -       -       -       -       -       1,360,383  
Fair value of options issued to employees
    -       -       53,948       -       -       -       -       -       53,948  
Write off uncollected warrant subscription
    -       -       -       -       -       62,917       -       -       62,917  
Warrant liability reclassified to equity
    -       -       90,103       -       -       -       -       -       90,103  
Acquisition of treasury stock
    -       -       -       -       -       -       (8,589 )     -       (8,589 )
Net loss
    -       -       -       -       -       -       -       (7,071,283 )     (7,071,283 )
Balance, September 30, 2011
    820,258,568     $ 820,259     $ 70,149,597       2,000,000     $ 500,000     $ -     $ (8,589 )   $ (73,829,631 )   $ (2,368,364 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
 
 
5

 

GLOBAL INVESTOR SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

   
Six months ended September 30,
 
   
2011
   
2010
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (7,071,283 )   $ (6,864,307 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization
    105,435       468,084  
Bad debts
    62,917       -  
Common stock issued for services rendered
    881,827       695,100  
Common stock issued in settlement of interest
    -       544,971  
Amortization of debt discount relating to convertible notes payable
    1,847,071       2,774,894  
Fair value of vested options issued for services rendered
    53,948       64,714  
Change in fair value of warrant and derivative liabilities
    (46,965 )     585,651  
Amortization of certain financing costs
    352,019       -  
Loss on settlement of debt and warrants
    1,911,211       457,500  
Accretion of marketing agreement
    270,000       -  
Amortization of deferred compensation
    476,167       189,620  
(Increase) decrease in operating assets and liabilities:
               
Deferred costs
    11,239       1,091  
Other assets
    10,114       -  
Accounts payable and accrued liabilities
    244,496       66,179  
Deferred revenue
    (53,574 )     475  
Net cash used in operating activities:
    (945,378 )     (1,016,028 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Net cash provided by (used in) investing activities:
    -       -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Acquisition of treasury shares
    (8,589 )     -  
Proceeds from advances (convertible notes payable -related party)
    -       260,000  
Proceeds from issuance of convertible debt, net
    1,425,000       82,500  
Repayments of notes payable
    (309,730 )     -  
Proceeds from marketing advances, net of repayments
    -       602,759  
Proceeds from exercise of warrants
    -       41,333  
Proceeds (repayments) of related party advances, net
    50,000       2,800  
Net cash provided by financing activities
    1,156,681       989,392  
                 
Net increase (decrease) in cash and cash equivalents
    211,303       (26,636 )
Cash and cash equivalents-beginning of period
    124,031       48,828  
Cash and cash equivalents-end of period
  $ 335,334     $ 22,192  
                 
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 debt and related interest
  $ 4,795,985     $ 4,253,018  
Beneficial conversion feature attributable to convertible debentures
  $ 1,360,383     $ 913,334  
Common stock issued for in settlement of outstanding payables and advances
  $ 79,000     $ 357,141  
Notes payable issued in exchange for warrants
  $ 20,000     $ 120,000  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
 
 
6

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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 and six months ended September 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

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 public corporation with no significant assets or liabilities. 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.  Revenues are recognized in the month the product and services are delivered.
 
 
7

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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.  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.
 
 
8

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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 September 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 six months ended September 30, 2011 and 2010, the Company did not grant stock options to employees. The fair value of vesting options granted in previous years and vested during the six months ended September 30, 2011 and 2010 of $53,948 and $64,714, 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 76,091,078 and 83,613,941 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 six months ended September 30, 2011 and 2010, respectively.

Reliance on Key Personnel and Consultants

The Company has only 18 full-time employees and no part-time employees.  Additionally, there are approximately 8 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.
 
 
9

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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 $73,829,631, net loss from operations of $7,071,283 and net cash used in operations of $945,378 for the six months ended September 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 September 30, 2011 and March 31, 2011, prepaid expenses were $269,367 and $512,759, respectively.  During the three and six months ended September 30, 2011 and 2010, the Company charged to operations an aggregate of $231,957 and 476,167, respectively, and an aggregate of $90,642 and $189,620 during the three and six months ended September 30, 2010, respectively.

4. PROPERTY AND EQUIPMENT

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

   
September 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
    (2,470,872 )     (2,365,265 )
    $ 476,907     $ 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). On August 26, 2011, the Company issued common stock in settlement of the convertible debt, as such, the Company wrote-off the remaining unamortized financing costs.  During the six months ended September 30, 2011, the Company amortized and wrote off $352,019 to current period operations.
 
 
10

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

   
September 30,
2011
(Unaudited)
   
March 31,
2011
 
Accounts payable
  $ 874,537     $ 802,740  
Accrued consulting and commissions payable
    14,500       24,093  
Accrued interest payable
    452,729       536,029  
Accrued payroll taxes
    11,098       13,012  
Accrued salaries and wages
    46,878       44,973  
    $ 1,399,742     $ 1,420,847  

7. MARKETING ADVANCES

Allied Global Ventures, LLC
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 $180,000 to operations as of March 31, 2011, and additional $270,000 for the six months ended September 30, 2011 to a total payable under the Allied marketing agreement including the accumulated accretion of $865,700 as of September 2011 prior to the settlement as described below.

On September 29, 2011, the Company issued 43,285,000 in full settlement of Allied's marketing advances.  In connection with the settlement, the Company recorded a charge of  $259,710 as loss on settlement of debt during the six months ended September 30, 2011.

Wealth Engineer LLC

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 the 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 Note 9) 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.

As of September 30, 2011, the Company had no outstanding marketing advance liabilities.
 
 
11

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

8. NOTES PAYABLE

A summary of notes payable at September 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. 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 September 30, 2011. This Note is currently in default.

On February 23, 2011, the Company issued a $15,000 unsecured 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 a $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.

On September 30, 2011, the Company issued an aggregate of $20,000 promissory notes due September 30, 2014 at 8% per annum payable at maturity in exchange for the return and cancellation of 500,000 reset warrants to purchase the Company's common stock.  In conjunction with the exchange of promissory notes for warrant cancelation, the Company recorded a loss on warrant liability of $5,100.

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

   
September 30,
2011
(Unaudited)
   
March 31,
2011
 
Note payable to related party, currently in default
  $ 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 2014
    20,000       -  
Notes payable, due September 2015
    120,000       120,000  
Total
    567,049       562,049  
Less: Notes payable, current portion – related party
    (200,000 )     (215,000 )
Notes payable, long term portion
  $ 367,049     $ 347,049  
 
 
12

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

9. CONVERTIBLE NOTES

During the six months ended September 30, 2011, the Company entered into agreements with an aggregate of $3,561,938 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 ranging from $0.03 to $0.10 per share (as amended) to $0.02 to $0.025 per share for the principal and related accrued interest. As a result,  the Company issued an aggregate of 187,714,399 shares of common stock, valued at $5,314,952, in exchange for convertible notes and accrued unpaid interest.  Total loss in connection with the settlement and induced conversion of debt amounted to $1,639,501 for the six months ended September 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.

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.
 
 
13

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

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.

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.

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 $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.

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 $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.
 
 
14

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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, under which the $240,000 became part of Convertible Note #8 as described below and was settled in full as of September 30, 2011.

During the six months ended September 30, 2011, the Company issued an aggregate of 1,750,000 shares of common stock in settlement of $30,000 of the convertible notes; a $21,000 convertible note (without reset) maturing July 31, 2013 (see below) in exchange for $21,000 of convertible notes and a demand receivable for $26,000 in exchange for $26,000 of the convertible notes.  In conjunction with these settlements, the Company recorded a net gain on settlement of debt of $15,082.  As of September 30, 2011, all July 31, 2009 issued convertible notes have been settled.

For the six months ended September 30, 2011 and 2010, the Company amortized and wrote off debt discount of $34,214 and $752,915, respectively, to current period operations as interest expense.

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.

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.
 
 
15

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

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.

During the six months ended September 30, 2011 and 2010, the Company amortized and wrote off $3,768 and $6,733, 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.

On September 29, 2011, the Company issued 98,640,000 shares of common stock in settlement of the note and accrued interest. In connection with the settlement, the Company recorded a $854,880 loss on settlement in current period operations.

During the six months ended September 30, 2011, the Company amortized and wrote off $822,300 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.
 
 
16

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

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.

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 $273,750 is charged operations ratably over the note term as interest expense.

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

On August 24, 2011, the Company issued an aggregate of 20,306,082 shares of common stock in settlement of the outstanding note and related accrued interest.   In connection with the settlement, the Company recorded a net loss on settlement of debt of $181,151.

During the six months ended September 30, 2011, the Company amortized and wrote off $265,800 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 7 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 during the year ended March 31, 2011.

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 $487,500 is charged operations ratably over the note term as interest expense.

On July 22, 2011 the Company paid $150,000 and then on August 2, 2011, the Company issued 17,500,000 shares of common stock in settlement of the note and accrued interest. In connection with the settlement, the Company recorded a $131,625 gain on settlement of debt.

For the six months ended September 30, 2011, the Company amortized and wrote off $460,740 to current period operations as interest expense.
 
 
17

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

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.

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.

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 $145,833 is charged operations ratably over the note term as interest expense.

On August 24, 2011, the Company issued an aggregate of 19,693,917 shares of common stock in settlement of the outstanding note and related accrued interest.   In connection with the settlement, the Company recorded a net loss on settlement of debt of $175,690.

During the six months ended September 30, 2011, the Company amortized and wrote off $145,833 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).
 
 
18

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

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 six months ended September 30, 2011, the Company amortized $101,825 to current period operations as interest expense.

Convertible Note # 13

As described in Convertible Note #6 above, the Company issued a $21,000 convertible promissory note that matures on July 31, 2013 in exchange for a previously issued convertible promissory note.  The note bears interest at a rate of 8% per annum due at maturity and will be convertible into 1,050,000 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 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 $6,300 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.

For the six months ended September 30, 2011, the Company amortized $28 to current period operations as interest expense.

Convertible Promissory Notes (related party)

In conjunction with the acquisitions of ITT and Razor, the Company issued $5,000,000 in convertible promissory notes that matures on April 15, 2009. The Notes bears interest at a rate of 6% and are convertible into 20,000,000 shares of the Company’s common stock, at a conversion rate of $0.10 per share at any time at the holders’ option. The convertible promissory notes are held by current employees of ITT and Razor.
 
 
19

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

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

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

During the year ended March 31, 2010, the Company converted $333,333 of the remaining $1,333,333 related party notes and related interest into 3,707,770 shares of common stock. The remaining balance of this note was $1,000,000 at September 30, 2011 and March 31, 2011.

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

   
September 30,
2011
(Unaudited)
   
March 31,
2011
 
Convertible note #1
  $ -     $ 100,000  
Convertible note #2
    -       123,922  
Convertible note #3
    -       148,706  
Convertible note #4
    -       198,275  
Convertible note #5
    -       24,784  
Convertible Promissory Notes #6
    -       42,786  
Convertible Promissory Note #7, net of unamortized debt discount of $3,748 and $7,516, respectively
    148,337       144,570  
Convertible Promissory Notes #8
    -       1,004,367  
Convertible Promissory Notes #9
    -       99,200  
Convertible Promissory Note #10
    -       189,260  
Convertible Promissory Notes #12, net of unamortized discount of $1,098,175
    101,825       -  
Convertible Promissory Note #13, net of unamortized discount of $6,272
    14,728       -  
Convertible promissory notes, related party, net of unamortized debt discount  of $-0 and $-0-, respectively
    1,000,000       1,000,000  
                 
Total
    1,264,890       3,075,870  
Less: convertible notes payable, current portion
    (148,337 )     (929,518 )
Less: convertible notes payable, related party, current portion
    (1,000,000 )     -  
Convertible notes payable, long term portion
    99,582       1,146,352  
Convertible notes payable-related party, net of discount, long term portion
  $ 16,971     $ 1,000,688  

10. CONVERTIBLE NOTES DERIVATIVE LIABILITY

As described in Note 9 above, the Company issued Convertible Promissory Notes that contain certain reset provisions. Therefore, in accordance with ASC 815-40, the Company bifurcated the fair value of the reset provision from debt instrument to a liability at the date of issuance.  Subsequent to the initial issuance date, the Company is required to adjust to fair value the reset provision as an adjustment to current period operations.
 
 
20

 
 
GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

The Company recorded a gain on change in fair value of reset derivative liability of $33,686 and $360,093 for the six months ended September 30, 2011and 2010, respectively.

As of September 30, 2011, the Company settled the remaining Convertible Promissory Notes that contained certain reset provisions realizing a net gain on settlement of debt of $15,082 (Note 9).

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 $13,279 for the six months ended September 30, 2011 and a loss of $257,528 for the six months ended September 30, 2010.

On September 30, 2011, the Company issued 3,625,000 warrants without certain reset provisions exercisable at $0.02 per share and promissory notes in aggregate of $20,000 in exchange for the cancellation of the 5,041,668 warrants with reset provisions.  At the date of the cancellation, the fair value of the warrants of $90,103 was reclassified to equity.

The fair values of the warrants at the date of settlement were determined using the Black Scholes Option Pricing Model with the following assumptions:

Dividend yield:
    -0- %
Volatility
    172.57 %
Risk free rate:
    0.42 %

The fair value of the remaining 500,000 warrants containing certain reset provisions were determined using the Black Scholes Option Pricing Model with the following assumptions:

Dividend yield:
    -0- %
Volatility
    172.57 %
Risk free rate:
    0.42 %

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 September 30, 2011 and March 31, 2011, due to related party was $57,739 and $71,739, respectively.

During the six months ended September 30, 2011, an employee and shareholder was issued 2,000,000 shares of the Company's common stock in settlement of an advance of $40,000 and recorded a loss on settlement of $12,000.

During the six months ended September 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. No gain or losses resulted from this settlement.
 
 
21

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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 September 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 six months ended September 30, 2011, the Company charged $40,000 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 was under contract with Allied Global Ventures, LLC during the six months ended September 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.

On September 29, 2011, the Company issued 43,285,000 in full settlement of Allied's marketing advances.  In connection with the settlement, the Company recorded a loss of  $259,710 from settlement of debt during the six months ended September 30, 2011.

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 September 30, 2011 and March 31, 2011, the Company had 820,258,568 shares and 652,189,633 shares of common stock issued and 819,998,568 shares (excluding 260,000 shares in treasury) and 532,189,633 shares (excluding 120,000,000 shares issued and held in Escrow per The Cougar Group, Asian Sales Agency Agreement) 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 of its common stock in exchange for $60,828 of services rendered and $66,375 for future services as prepaid (deferred) compensation.

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

In June 2011, the Company issued an aggregate of 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. Losses resulted from the settlements amounted to $579,801.

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.
 
 
22

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
 


 
In August 2011, the Company issued an aggregate of 55,499,999 shares of its common stock in settlement of $1,088,486 of convertible notes and related accrued interest. Losses resulted from the settlements amounted to $225,215.

In September 2011, the Company issued an aggregate of 147,675,000 shares of its common stock in settlement of $4,092,590 of related party advances and convertible notes and related interest. Losses resulted from the settlements amounted to $1,106,195.

In September 2011, the Company issued an aggregate of 14,900,000 shares of its common stock in exchange for $221,000 of services rendered and $166,400 for future services as prepaid (deferred) compensation.

During the six months ended September 30, 2011, the Company re-acquired an aggregate of 260,000 shares of its common stock for $8,589 from the open market. The acquired shares are in treasury and the Company has not retired those shares.

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.  s of September 30, 2011, Cougar has not met the agreed sales targets; therefore, per the terms of the Sales Agency Agreement, the Agreement was cancelled for non-performance,  the shares held in escrow were returned and cancelled, and the right granted to Cougar to appoint a Director was revoked.

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 September 30, 2011, the outstanding unpaid balance was $79,849. The Company has accrued their obligations under the lease.
 
 
23

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
 


 
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 September 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 10000,000 have been granted as of September 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 7,500,000 shares have been granted as of September 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 September 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       8.01     $ 0.05       5,500,000     $ 0.05  
  0.06       500,000       5.36       0.06       500,000       0.06  
          7,500,000       7.83     $ 0.051       6,000,000     $ 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 September 30, 2011
    7,500,000     $ 0.051  

Stock-based compensation expense in connection with options granted to employees for the three and six months ended September 30, 2011 was $26,974 and $53,948, respectively, and $32,357 and $64,714 for the three and six months ended September 30, 2010, respectively.
 
 
24

 
 
GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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 September 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
     
1.70
   
$
0.145
     
500,000
   
$
0.145
 
 
0.42
     
500,000
     
5.36
     
0.42
     
300,000
     
0.42
 
         
1,000,000
     
3.53
   
$
0.28
     
800,000
   
$
0.25
 

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
   
(2,469,135
   
(0.25
)
Options outstanding at September 30, 2011
   
1,000,000
   
$
0.28
 

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 September 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
     
2.31
   
$
0.01
     
2,000,000
   
$
0.01
 
 
0.03
     
30,350,000
     
4.68
     
0.03
     
30,350,000
     
0.03
 
 
0.05
     
5,612,502
     
1.48
     
0.05
     
5,612,502
     
0.05
 
Total
     
37,962,502
     
4.08
   
$
0.032
     
37,962,502
   
$
0.032
 

 
25

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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
   
34,108,333
     
0.03
 
Exercised
   
(5,041,668
   
(0.05
)
Cancelled or expired
               
Warrants outstanding at September 30, 2011
   
37,962,502
   
$
0.032
 

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%.

On September 30, 2011, the Company issued 4,108,333 warrants to purchase the Company's common stock at $0.03 per share and promissory notes in aggregate of $20,000 in exchange for the cancellation of 5,041,668 warrants with certain reset provisions.  In connection with the exchange, the Company recorded a loss on settlement of warrant liability of $5,100 and reclassified the fair value of the issued warrants of $90,103 from warrant liability to equity.  The warrants were valued using the Black Sholes option pricing method with the following assumptions: dividend yield $-0-, volatility of 172.57% and risk free rate of 0.42%.

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.

 
26

 

GLOBAL INVESTOR SERVICES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2011

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.

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.

As of September 30, 2011, the Company did not have items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements.  Convertible notes were determined at a net discount rate of 2% per annum for the terms of the notes:

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2011:
 
   
Warrant
Derivative
Liability
   
Convertible
Debt Derivative
   
Total
 
Balance, March 31, 2011
 
$
139,109
   
$
50,957
   
$
190,066
 
                         
Transfers in/out:
   
(115,416
)
   
(17,272
)
   
(132,688
)
                         
Total gains:
                       
Initial fair value of debt derivative at note issuance
   
-
     
-
     
-
 
Mark-to-market at September 30, 2011:
                       
- Warrants reset provision
   
(13,280
)
   
-
     
(13,280
)
- Reset provisions relating to debt
   
-
     
(33,685
   
(33,685
)
                         
Balance, September 30, 2011
 
$
10,413
   
$
-
   
$
10,413
 
                         
Net gain for the period included in earnings relating to the liabilities held at September 30, 2011
 
$
13,280
   
$
33,685
   
$
46,965
 

17. SUBSEQUENT EVENTS

On November 4, 2011 the Board of Directors authorized and issued 55,000,000 shares as a bonus to Dr. Joseph J. Louro, the CEO, for achieving the stated goals per the employment agreement dated June 24,  2011.

 
27

 

Item 2 - Management’s Discussion and Analysis of 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

On August 30, 2006, the Company entered into a Share Purchase Agreement with Voxpath Holdings, Inc. (“Voxpath”). Prior to the exchange, Voxpath was an inactive public 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.

 
28

 

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.

 
29

 

Results of Operations

Three months ended September 30, 2011 compared to three months ended September 30, 2010:

Revenues:

 
  
Three Months Ended
  
  
Three Months Ended
  
  
 
  
  
 
  
 
  
September 30, 2011
  
  
September 30, 2010
  
  
Variance
  
Subscription revenues
 
$
556,947
     
100
%
 
$
423,524
     
100
%
 
$
133,423
     
32
%
Training revenues
   
-
     
-
%
   
-
     
-
%
   
-
     
-
%
Services and other
   
-
     
-
     
-
     
-
     
  -
     
  -
%
Total
 
$
556,947
     
100
%
 
$
423,524
     
100
%
 
$
133,423
     
32
%

Revenue for the three months ended September 30, 2011 was $556,947 which represented a $133,423 increase from revenue of $423,524 for the three months ended September 30, 2010.  The increase in revenue was due to the continued investment in online marketing campaigns and related growth in the subscriber base.

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, we expect that our operating margins will be higher but we are unable to guarantee such result.  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 September 30, 2011 and the three months ended September 30, 2010 follows:

 
  
Three Months
  
  
Three Months
  
  
  
  
  
  
  
  
  
 
  
Ended
  
  
Ended
  
  
  
  
  
  
  
  
  
 
  
September 30, 2011
  
  
September 30, 2010
  
  
Variance
  
Costs of sales and services
 
$
185,856
     
8
%
 
$
170,049
     
10
%
 
$
15,807
     
9
%
Selling, general and administrative
       
2,044,623
     
90
%
   
1,380,339
     
77
%
   
664,284
     
48
%
Depreciation and amortization
   
52,718
     
2
%
   
233,973
     
13
%
   
(181,255
   
(77
)%
Total
 
$
2,283,197
     
100
%
 
$
1,784,361
     
100
%
 
$
498,836
     
28
%

Cost of sales and services for the three month period ended  September 30, 2011 was $185,856 as compared to $170,049 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 September 30, 2011 was $2,044,623 as compared to $1,380,339 for the three months ended September 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.

 
30

 

Other:

A summary of significant other income (expenses) for the three months ended September 30, 2011 and the three months ended September 30, 2010 follows:
 
 
  
Three Months
  
  
Three Months
  
  
 
  
 
  
Ended
  
  
Ended
  
  
 
  
 
  
September 30, 2011
  
  
September 30, 2010
  
  
Variance
  
Gain (loss) on change in fair value of warrant and derivatives
 
$
18,775
     
1
%
 
$
959,028
     
66
%
 
$
(940,253
   
(97
)%
Loss on settlement of debt
   
(1,331,410
)
   
(45
)%
   
(457,500
   
(31
)%
   
(873,910
)
   
(191
)%
Interest and other, net
   
(1,632,171
)
   
(56
)%
   
(1,962,895
)
   
(135
)%
   
330,724
     
17
%
Total
 
$
(2,944,806
)
   
100
%
 
$
(1,461,367
   
100
%
 
$
1,483,439
     
(101
%

During the third quarter of 2009, we issued convertible promissory notes and a significant number of 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 net gain of $959,028 for the three months ended September 30, 2010.  As of September 30, 2011, we have exchanged all convertible promissory notes and a significant number of related warrants that contain certain reset provisions with other equity or debt instruments, accordingly the significant decrease in the gain or losses related to the change in fair value of warrants and derivatives.

During the three months ended September 30, 2011 and 2010, the Company entered into agreements with certain of its convertible noteholders to induce conversion of notes.  Total loss in connection with the induced conversion or debt and warrants settlement amounted to $1,331,410 for the three months ended September 30, 2011 as compared to $457,500 for the same period last year.

Our net interest and other charges decreased from $1,962,895 to $1,632,129 during the three months ended September 30, 2011 primarily due to reductions in our debt compared to the prior period.

Results of Operations

 
Six months ended September 30, 2011 compared to six months ended September 30, 2010:

 
Revenues:

 
 
  
Six Months Ended
  
  
Six Months Ended
  
  
 
  
  
 
  
 
  
September 30, 2011
  
  
September 30, 2010
  
  
Variance
  
Subscription revenues
 
$
1,090,109
     
100
%
 
$
756,418
     
100
%
 
$
333,691
     
44
%
Training revenues
   
-
     
-
%
   
712
     
-
%
   
(712
   
(100
)%
Services and other
   
-
     
-
     
-
     
-
     
  -
     
  -
%
Total
 
$
1,090,109
     
100
%
 
$
757,130
     
100
%
 
$
332,979
     
44
%

 
Revenue for the six months ended September 30, 2011 was $1,090,109 which represented a $333,691 increase from revenue of $756,418 for the six months ended September 30, 2010.  The increase in revenue was due to the continued investment in online marketing campaigns and related growth in subscriber base.

 
31

 

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 six months ended September 30, 2011 and the six months ended September 30, 2010 follows:

 
  
Six Months
  
  
Six Months
  
  
  
  
  
  
  
  
  
 
  
Ended
  
  
Ended
  
  
  
  
  
  
  
  
  
 
  
September 30, 2011
  
  
September 30, 2010
  
  
Variance
  
Costs of sales and services
 
$
389,087
     
9
%
 
$
347,814
     
10
%
 
$
41,273
     
12
%
Selling, general and administrative
   
3,750,376
     
88
%
   
2,704,490
     
77
%
   
1,045,886
     
39
%
Depreciation and amortization
   
105,435
     
3
%
   
468,084
     
13
%
   
(362,649
   
(77
)%
Total
 
$
4,244,898
     
100
%
 
$
3,520,388
     
100
%
 
$
724,510
     
21
%

Cost of sales and services for the six month period ended  September 30, 2011 was $389,087 as compared to $347,814 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 six month period ended September 30, 2011 was $3,750,376 as compared to $2,704,490 for the six months ended September 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 six months ended September 30, 2011 and the six months ended September 30, 2010 follows:
 
 
  
Six Months
  
  
Six Months
  
  
 
  
 
  
Ended
  
  
Ended
  
  
 
  
 
  
September 30, 2011
  
  
September 30, 2010
  
  
Variance
  
Gain (loss) on change in fair value of warrant and derivatives
 
$
46,965
     
1
%
 
$
(585,651
   
(14
)%
 
$
632,616
     
110
%
Loss on settlement of debt
   
(1,911,211
)
   
(49
)%
   
(457,500
   
(11
)%
   
(1,453,711
)
   
(318
)%
Interest and other, net
   
(2,052,248
)
   
(52
)%
   
(3,057,898
)
   
(75
)%
   
1,005,650
     
33
%
Total
 
$
(3,916,494
)
   
100
%
 
$
(4,101,049
   
100
%
 
$
184,555
     
(101
%

 
32

 

During the third quarter of 2009, we issued convertible promissory notes and related warrants that contain certain reset provisions and during the six 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 net loss of $585,651 for the six months ended September 30, 2010.  As of September 30, 2011, we have exchanged all convertible promissory notes and a significant number of related warrants that contain certain reset provisions with other equity or debt instruments, accordingly the significant decrease in the gain or losses related to the change in fair value of warrants and derivatives

During the six months ended September 30, 2011 and 2010, the Company entered into agreements with certain of its convertible noteholders to induce conversion of notes.  Total loss in connection with the induced conversion or debt and warrants settlement amounted to $1,911,211 for the six months ended September 30, 2011 as compared to $457,500 for the same period last year.

Our net interest and other charges decreased from $3,057,898 to $2,052,248 during the six months ended September 30, 2011 primarily due to reductions in our debt compared to the prior period.

Liquidity and Capital Resources

As of September 30, 2011, the Company had a working capital deficit (total current liabilities in excess of total current assets) of $2,370,716. The Company generated a deficit in cash flow from operating activities of $945,378 for the six month period September 30, 2011. This deficit is primarily attributable to the Company's net loss from operations of $7,071,283 and is partially offset by the following:

 
·
a charge for the value of options issued for services of $53,948,
 
·
amortization and write-off of debt discount relating to convertible notes payable $1,847,071,
 
·
Bad debt expense of 62,917,
 
·
stock issued and subscribed for services of $881,827,
 
·
amortization and depreciation expense of $933,621,
 
·
change in fair value of warrant and derivative liabilities of $(46,965),
 
·
Accretion of interest related to marketing advances of $270,000,
 
·
loss on settlement of debt and warrants of $1,911,211 and
 
·
changes in the balances of operating assets and liabilities.

Deferred costs and other current assets decreased by $21,353. Accounts payable and accrued liabilities increased by $244,496, and deferred revenue decreased by $53,574.

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

The Company generated a cash flow from financing activities for the six month period ended September 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 $309,730 and re-purchase of the Company's common stock of $8,589.

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.

 
33

 

We estimate that during the next twelve months we will need approximately $2,000,000 in additional capital to fully implement our business plan. Our business plan encompasses investing 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 $73,829,631, a working capital deficit (total current liabilities in excess of total current assets) of $2,370,716 and a deficit in cash flow from operating activities of $945,378 for the six month period ended September 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.

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.

 
34

 

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.  All revenues are recognized in the month the products and services are delivered.

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 $53,948 and $64,714 to current period operations for the six months ended September 30, 2011 and 2010, respectively, for vesting options previously granted.

 
35

 

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.

As of September 30, 2011, we settled a significant part of our outstanding financial instruments with reset provisions.

Recent Accounting Pronouncements

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

Off-Balance Sheet Arrangements

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

 
36

 

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 September 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 outside 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 September 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
37

 
 
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 September 30, 2011, the outstanding unpaid balance was $79,849. 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 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 of its common stock in exchange for $60,828 of services rendered and $66,375 for future services as prepaid (deferred) compensation.

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

In June 2011, the Company issued an aggregate of 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. Losses resulted from the settlements amounted to $579,801.

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.

In August 2011, the Company issued an aggregate of 55,499,999 shares of its common stock in settlement of $1,088,486 of convertible notes and related accrued interest. Losses resulted from the settlements amounted to $225,215.

In September 2011, the Company issued an aggregate of 147,675,000 shares of its common stock in settlement of $4,092,590 of related party advances and convertible notes and related interest. Losses resulted from the settlements amounted to $1,106,195.

 
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In September 2011, the Company issued an aggregate of 14,900,000 shares of its common stock in exchange for $221,000 of services rendered and $166,400 for future services as prepaid (deferred) compensation.

In April and September 2010, the Company entered into two Marketing Fund Agreements with Allied Global Ventures, LLC (“Allied”) pursuant to which Allied provided the Company with $900,000 in funding of which $34,300 has been repaid by the Company leaving a balance of $865,700 (the “Allied Fund Amount”).  On September 29, 2011, the Company and Allied entered into an Exchange Agreement whereby the parties agreed to convert the Allied Fund Amount into 43,285,000 shares of common stock of the Company.