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GISV.OB > SEC Filings for GISV.OB > Form 10-Q on 12-Nov-2008All Recent SEC Filings

Show all filings for GLOBAL INVESTOR SERVICES, INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for GLOBAL INVESTOR SERVICES, INC.


12-Nov-2008

Quarterly Report


Item 2 - Management's Discussion and Analysis of Financial condition and results of Operations.

Forward-Looking Statements

This Quarterly Report of 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-KSB for the year ended March 31, 2008 filed with the Securities and Exchange Commission and our other periodic filings with the Securities and Exchange Commission.

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

Background

The Company was incorporated in the state of Nevada on August 1, 2005. Effective October 1, 2008, the Company changed its name to Global Investor Services, Inc.

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

Plan of Operations

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

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

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

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

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

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


Investor Information Services

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

Stock Market Data

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

Comprehensive Database Management

Razor Data has developed proprietary features which include secure customer data management with over 100,000 unique user records, and secure, error free, electronic bill processing.

Distributed Environments

Razor has implemented a proprietary distributed hosting framework that provides multiple, redundant server nodes located around the United States. As the load is automatically spread over the network, the framework ensures that the customer administration system is robust and that the user experience is top notch. Additionally, the distributed framework allows for the seamless distribution of high bandwidth applications including audio and video recordings provided through the e-content education modules. Razor Data has captured and edited a large volume of streaming audio and video content that is hosted and delivered to end users in a constant stream at 24 hours a day.

Portfolio Services

We exclusively sell and market proprietary Portfolios developed and compiled by our staff which is led by a senior Financial Analyst using StockDiagnostics.com as well as fundamental and technical analysis. StockDiagnostics.com is a quantitative analysis or computer driven stock market independent research company that provides certain proprietary Operational Cash Flow per share diagnostics charts and stock recommendations. Through the Company's website, subscribers can access these unique portfolios and use StockDiagnostics.com's Operational Cash Flow diagnostic charts to diagnose and monitor the health of over 10,000 public U.S. companies. Our subscribers can elect to use these turn-key or ready-made small, mid and large cap portfolios that are provided by the Company and which have been in existence since June 2005. Subscribers can also use the proprietary Operational Cash Flow diagnostics charts to choose stocks to create their own custom portfolios.

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

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

Three month period ended September 30, 2008:

Revenues:

                                Three Months Ended            Three Months Ended
                                September 30, 2008            September 30, 2007              Variance

Subscription revenues       $     364,040           37 %  $      2,360           100 %  $ 361,680      15,325 %
Training revenues           $     377,527           63 %             -             0 %  $ 377,527         100 %
Services and other                      -            - %             -             0 %          -           - %
Total                       $     741,567          100 %  $      2,360           100 %  $ 739,207       31323 %


Cost of sales:

Cost of sales for the three month period ended September 30, 2008 was $728,694 as compared to $-0- for the same period last year. Our gross profit was $12,873 as compared to $2,360 for same period last year.

Operating Expenses:

A summary of significant operating expenses for the three months ended September
30, 2008 and the three months ended September 30, 2007 follows:

                                   Three Months                  Three Months
                                      Ended                         Ended
                                September 30, 2008            September 30, 2007              Variance

Selling, general and
administrative              $    1,380,137          86 %  $     716,194          100 %  $ 663,943          93 %
Depreciation and
amortization                       234,535          14 %            994            - %    233,541      23,495 %
Total                       $    1,614,672         100 %  $     717,188          100 %  $ 897,484         126 %

Our selling, general and administrative expenses are up significantly compared to same period last year primarily due to our acquisitions of ITT and Razor. Additionally our stock based compensation for the three month period ended September 30, 2008 was $377,916 compared to $206,100 for the three month period ended September 30, 2007.

Depreciation and amortization increase is due to the additional assets acquired with the acquisition of ITT and Razor which represented 99% of the increase.

Six month period ended September 30, 2008:

Revenues:

                                 Six Months Ended               Six Months Ended
                                September 30, 2008             September 30, 2007               Variance

Subscription revenues       $       971,183          53 %  $      16,745          100 %  $   954,438       5,700 %
Training revenues           $       690,741          47 %              -            0 %  $   690,741         100 %
Services and other                    4,500           - %              -            0 %        4,500         100 %
Total                       $     1,666,424         100 %  $      16,745          100 %  $ 1,649,679       9,852 %

Cost of sales:

Cost of sales for the six month period ended September 30, 2008 was $1,553,708 as compared to $-0- for the same period last year. Our gross profit was $122,681 as compared to $16,745 for same period last year.

Operating Expenses:

A summary of significant operating expenses for the six months ended September
30, 2008 and the six months ended September 30, 2007 follows:

                                       33
--------------------------------------------------------------------------------

                                    Six Months                    Six Months
                                      Ended                         Ended
                                September 30, 2008            September 30, 2007               Variance

Selling, general and
administrative              $    3,178,414          87 %  $    3,558,469         100 %  $ (380,055 )       (11 )%
Depreciation and
amortization                       469,070          13 %           1,221           - %     467,849      38,317 %
Total                       $    3,647,484         100 %  $    3,559,690         100 %  $   87,794         2.5 %

Our selling, general and administrative expenses are down 11% compared to same period last year primarily due stock based compensation paid in the six months ended September 30, 2007 net with the increase from our acquisitions of ITT and Razor.

Depreciation and amortization increase is due to the additional assets acquired with the acquisition of ITT and Razor which represented 38,317% of the increase.

Liquidity and Capital Resources

As of September 30, 2008, the Company had a working capital deficit of $7,977,084. The Company generated a deficit in cash flow from operating activities of $1,289,481 for the six month period September 30, 2008. This deficit is primarily attributable to the Company's net loss from operations of $4,422,278 and is partially offset by following: A charge for the value of options issued for services of $412,200, recognition of an imbedded beneficial conversion of convertible debentures of $642,477, stock issued for services of $1,162,550, amortization of deferred compensation costs of $89,664, amortization and depreciation expense of $469,069, and changes in the balances of current assets and liabilities. Accounts receivable, unbilled revenue and other current assets decreased by 890,182, net. Accounts payable and accrued liabilities decreased by $95,251 and deferred revenue decreased by $469,575.

The Company met its cash requirements during the six month period ended September 30, 2008 through net proceeds from convertible debentures of $275,000, advances for marketing of $549,561 and a preferred stock subscription of $500,000 net with repayments of related party advances and other notes payable of $127,912.

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 is no guarantee that we will be successful in raising the funds required.

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

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 Staff Accounting Bulletin No. 104, Revenue Recognition ("SAB104"), which superseded Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements ("SAB101"). SAB 101 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. The Company had deferred revenues of $334,777 and $804,452 as of September 30, 2008 and March 31, 2008, respectively. SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"), Multiple-Deliverable Revenue Arrangements. EITF 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF 00-21 on the Company's financial position and results of operations was not significant.

Stock-Based Compensation

On January 1, 2006 we adopted Statement of Financial Accounting Standards No.
123 (revised 2004) "Share-Based Payment" (SFAS 123 (R)) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to a Employee Stock Purchase Plan based on the estimated fair values. SFAS 123 (R) supersedes the company's previous accounting under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") for the periods beginning fiscal 2006.

We adopted SFAS 123 (R) using the modified prospective transition method, which required the application of the accounting standard as of January 1, 2006. The company's Financial Statements as of and for the year ended March 31, 2007 reflects the impact of SFAS 123(R). 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 SFAS 123 (R). Stock based compensation expense recognized under SFAS 123 (R) for the year ended March 31, 2007 was $1,440,776.

For the six month period ended September 30, 2008 and 2007, we did not grant stock options to employees and consultants. The fair value of options granted in previous years vesting during the six month period ended September 30, 2008 and 2007 of $412,200 was recorded as a current period charge to earnings.

Segment Information

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131") establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. SFAS 131 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company's principal operating segment.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115" ("SFAS No. 159"). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities" applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, "Fair Value Measurements". The adoption of SFAS No. 159 did not have a material impact on its consolidated financial position, results of operations or cash flows.


In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" ("SFAS No. 141(R)"), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination. SFAS No. 141R is effective as of the beginning of the first fiscal year beginning on or after December 15, 2008. Earlier adoption is prohibited and the Company is currently evaluating the effect, if any that the adoption will have on its consolidated financial position results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS No. 160"), which will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity within the consolidated balance sheets. SFAS No. 160 is effective as of the beginning of the first fiscal year beginning on or after December 15, 2008. Earlier adoption is prohibited and the Company is currently evaluating the effect, if any that the adoption will have on its consolidated financial position results of operations or cash flows.

In June 2007, the Accounting Standards Executive Committee issued Statement of Position 07-1, "Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies" ("SOP 07-1"). SOP 07-1 provides guidance for determining whether an entity is within the scope of the AICPA Audit and Accounting Guide Investment Companies (the "Audit Guide"). SOP 07-1 was originally determined to be effective for fiscal years beginning on or after December 15, 2007, however, on February 6, 2008, FASB issued a final Staff Position indefinitely deferring the effective date and prohibiting early adoption of SOP 07-1 while addressing implementation issues.

In December 2007, the FASB ratified the consensus in EITF Issue No. 07-1, "Accounting for Collaborative Arrangements" (EITF 07-1). EITF 07-1 defines collaborative arrangements and requires collaborators to present the result of activities for which they act as the principal on a gross basis and report any payments received from (made to) the other collaborators based on other applicable authoritative accounting literature, and in the absence of other applicable authoritative literature, on a reasonable, rational and consistent accounting policy is to be elected. EITF 07-1 also provides for disclosures regarding the nature and purpose of the arrangement, the entity's rights and obligations, the accounting policy for the arrangement and the income statement classification and amounts arising from the agreement. EITF 07-1 will be effective for fiscal years beginning after December 15, 2008, which will be the Company's fiscal year 2009, and will be applied as a change in accounting principle retrospectively for all collaborative arrangements existing as of the effective date. The Company has not yet evaluated the potential impact of adopting EITF 07-1 on our consolidated financial position, results of operations or cash flows.

In March 2008, the FASB" issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133" ("SFAS No. 161"). SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. We are currently evaluating the impact of SFAS No. 161, if any, will have on our consolidated financial position, results of operations or cash flows.

In April 2008, the FASB issued FSP No. FAS 142-3,"Determination of the Useful Life of Intangible Assets". This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142,"Goodwill and Other Intangible Assets". We are required to adopt FSP 142-3 on September 1, 2009, earlier adoption is prohibited. The guidance in FSP 142-3 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption. We are currently evaluating the impact of FSP 142-3 on our consolidated financial position, results of operations or cash flows.


In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 162"). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy). SFAS No. 162 will become effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally . . .

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