Forward-Looking Statements

CERTAIN STATEMENTS IN THIS ANNUAL REPORT MAY CONSTITUTE "FORWARDLOOKING STATEMENTS". WHEN THE WORDS "BELIEVES," "EXPECTS," "PLANS," "PROJECTS," "ESTIMATES" AND SIMILAR EXPRESSIONS ARE USED, THEY IDENTIFY FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKINGSTATEMENTS ARE BASED ON MANAGEMENT'S CURRENT BELIEFS AND ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. INFORMATION CONCERNING FACTORS THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS CAN BE FOUND IN OUR PERIODIC REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WE UNDERTAKE NO OBLIGATION TO PUBLICLY RELEASE REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES OR REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

Background

The Company was incorporated in the state of Nevada on August 1, 2005. Effective September 18, 2006, the Company changed its name to TheRetirementSolution.com, Inc., on October 1 2008 changed its name to Global Investor Services, Inc. and on March 27, 2012 changed its name to Investview, Inc.

Plan of Operations

The Company believes that offering financial information and financial education, in one integrated operating platform, is a viable business strategy. 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 by delivering high customer value in education and investor services at the lowest possible cost. The strategy is achieved through on-line customer acquisition, product sales and customer service.

Customer acquisition is realized through the company's marketing partners, in-person seminars 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 up-sell 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 leverages a number of different delivery formats that are focused on a structured investing methodology focused 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 investors better understand the investment decision process.

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

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 to stay focused on its 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.

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:

Revenues:



             Year Ended                Year Ended
           March 31, 2012            March 31, 2011             Variance

Total   $ 2,177,192       100 %   $ 2,012,017       100 %   $ 165,175       8 %

Although we saw a 8% increase in revenue for the year ended March 31, 2012 from the prior year we were disappointed with the return on investment for our marketing spend. Therefore, we proactively introduced both new products and a new marketing strategy to improve the lifetime value of our accounts. We are now emphasizing our online based business model which provides subscription based services including trading ideas, tools and education through live and recorded webinars and is marketed through a number of online media channels. Our trading and education tools are located at www.investview.com whereas our 7 minute trader product has its own website at www.7minute trader.com.

The fiscal fourth quarter was positively impacted by the launch of the 7 minute trader product, however, there was on overall negative impact on the quarter due to significant cuts in marketing spend. In the fourth quarter of fiscal year 2012, there was a dramatic decrease in the marketing spend of approximately $1.7 million. Revenues for the core trading and education offerings were most impacted as marketing the new 7 minute trader product was emphasized. For fiscal year 2012 fourth quarter revenues were $485,111 which was a sequential decline of $96,861 from the third quarter. Although the new 7 minute trader product had a good adoption rate, the lower price point offset some of this. The 7 minute trader is advertised at $49.95 per month whereas the trading and education tools are advertised at $99 and $199 per month.

As we measured the attrition rates of the trading and education offerings we determined that their lifetime value was approximating our cost of acquisition. As clients move through the education modules they tend to exhaust their interest and either attrite or shift to the lower priced trading modules. Introduction of the 7 minute trader has resulted in a better adoption rate, a markedly improved retention rate and significantly lower acquisition costs.

Operating costs

                               Year Ended                    Year Ended
                             March 31, 2012                March 31, 2011                   Variance
Cost of sales and                                 %                             %                            %
service                 $   710,980            10     $   704,200            10          6,780             1
Selling, general and    $                         %                             %                            )%
administrative            6,110,908            87       5,561,992            79     $  548,916           (10
Depreciation and                                  %                             %              )             %
amortization                210,869             3         785,362            11       (574,493            73

Operating costs were substantially unchanged year over year. However, the components of selling, general and administrative expenses were very different year over year and particularly in the 2012 fiscal fourth quarter.

During the year ended March 31, 2012, our cost of sales and service was $710,980 as compared to $704,200 during the year ended March 31, 2011. Most of this expense is composed of stock market data feeds to the Company's core educational product line's stock analysis tools. The Company's subscriber base and resulting revenues can be increased substantially without a corresponding increase in the cost of sales and service. Also important to note is that the new 7 minute trader product does not use data feeds.

Our selling, general and administrative expenses increased from $5,561,992 last fiscal year to $6,110,908 in fiscal year 2012 or $548,916 (10%). The company took proactive steps to reduce personnel, audit fees and marketing spend. Offsetting such reductions was stock based compensation issued to consultants and personnel during the year of approximately $2.6 million.

The recent reduction in selling, general and administrative costs has had a significantly positive impact on our pretax margin as well as our cash flow. We averaged nearly $2 million per quarter in selling, general and operating costs for the first three quarters of fiscal year 2012. However, in the fourth quarter we only spent approximately $300,000, of which approximately $85,000 was stock based compensation (i.e., non-cash). Of approximately $1.2 million of marketing spend in fiscal year 2012, only $81,732 was spent in the 2012 fiscal fourth quarter. We would expect that this will be an approximation of our run rate for fiscal year 2013 unless we are able to raise capital and the acquisition cost per account meets our criteria.

Depreciation and amortizationdecreased from $785,362 to $210,869 or a decrease of $574,493 due to the full amortization of certain property and equipment during the fiscal year.

Other income and expenses:

                                     Year Ended                     Year Ended
                                   March 31, 2012                 March 31, 2011                   Variance

Interest expense, net         $ (2,387,597 )         56 %    $ (3,443,715 )         70 %   $ 1,056,118           31 %
Gain (loss) on change in
fair value of warrant and
reset derivative                    47,516           (1 )%       (462,562 )          9 %       510,078          110 %
Loss on settlement of debt
and warrants                    (1,913,584 )         45 %      (1,028,248 )         21 %      (885,336 )        (86 )%
Other                                 (163 )          - %            (214 )          - %            51            - %

Total                         $ (4,253,828 )        100 %    $ (4,934,739 )        100 %   $   680,911           16 %

Interest expense decreased from $3,443,715 to $2,387,597, a $1,056,118 or 31% decrease. The decrease is because of a major recapitalization of the Company over the past year. This is more fully discussed under Liquidity and Capital Resources below.

During the year ended March 31, 2010, we issued promissory notes and related warrants that contain certain reset provisions. As such, we are required to record these reset provisions as a liability and mark them to market each reporting period. For the year ended March 31, 2012, we recorded a gain of $47,516 in change in the fair value of these reset provisions vs. a loss in fiscal year 2011 of $462,562. The volatility of our stock price increased in fiscal year 2012 from the prior fiscal year. This increase in volatility caused the value of the warrants to decrease and resulted in some of the loss last year to be reversed.

In addition, during the year ended March 31, 2012, we modified a significant number of these outstanding warrants and reduced the number of warrants with reset provisions to 2,500 warrants.

In addition, during the year ended March 31, 2011 and 2012, we settled or restructured a significant portion of our outstanding convertible debt obligations and warrants containing reset provisions. As such, we incurred a loss on debt settlement of $1,913,584 and $1,028,248 during the year ended March 31, 2012 and 2011, respectively.

Cash Used in Operating Activities:

During the 2012 fiscal fourth quarter we were able to decrease our burn rate on cash used in operations from $1,257,285 for the first nine months to $143,506 for the fourth quarter. In other words, if we can produce about 6% more revenues than we earned in the 2012 fiscal third quarter, which calculates to be approximately $633,000, then we believe we should be able to achieve breakeven on our cash flow from operating activities. We also anticipate that we will see enhanced cash flow from operations at the point we produce profits as we will be able to utilize our Net Operating Loss Carry-forwards (see Note 16 to our Consolidated Financial Statements).

Liquidity and Capital Resources

During fiscal year 2012, the Company incurred a loss from operations of $9,109,393. However, only $1,400,791 was cash related. This negative cash flow was funded by undertaking significant restructuring and deleveraging of the capital structure of the Company. As a result, our cash and cash equivalents increased to $179,921 by $55,890 from the previous year of $124,031.

We also made significant progress on decreasing our working capital deficit. As of March 31, 2012, the Company's current liabilities exceeded its current assets equal to a working capital deficit of $952,214. A year ago, at March 31, 2011 the working capital deficit was more than double or $2,474,090. Most significantly, we have reduced our accounts payable and accrued expenses by approximately $360,000. Additionally deferred revenue is a non-cash current liability equal to $222,133. That means the adjusted current deficit is $730,081. Most of this remaining amount is a note payable and the accrued interest of $200,000, which has been in default since July 29, 2009, and $105,975 due to related parties.

Given the negative cash flow from operations noted above of $1,400,791 plus a beginning working capital deficit of $2,474,090, one might have expected the working capital at current year end to be $3,874,881. However, we were able to reduce this deficit by $1,521,876 including some net financing, primarily the issuance of convertible notes.

During fiscal year 2012, there was a significant deleveraging of the balance sheet. We started the fiscal year with gross debt of $7,772,413 which was reduced to $3,222,354 or by $4,550,059. The net debt decreased by $3,988,504, which wasn't quite as much as the gross debt, as the older debt had $561,555 more debt discount.

                                                            3/31/2011

                                              Gross         Discount           Net
Accounts payable and accrued liabilities   $ 1,093,713                     $ 1,093,713
Deferred revenue                           $   261,260                     $   261,260
Marketing advances                         $   595,700                     $   595,700
Due to related party                       $    71,739                     $    71,739
Notes payable-Note 8                       $   562,049     $         -     $   562,049
Convertible notes-Note 9                   $ 4,670,752     $ 1,594,882       3,075,870
Accrued interest, long term                $   327,134                     $   327,134
Warrant Liability                          $   139,109                     $   139,109
Reset Derivative Liability                 $    50,957                     $    50,957
                                           $ 7,772,413     $ 1,594,882     $ 6,177,531




                                                            3/31/2012

                                              Gross         Discount           Net
Accounts payable and accrued liabilities   $   733,904                     $   733,904
Deferred Revenue                           $   222,133                     $   222,133
Due to related partys                      $   105,975                     $   105,975
Notes payable-Note 8                       $   619,098     $         -     $   619,098
Convertible notes-Note 9                   $ 1,521,000     $ 1,033,325     $   487,675
Accrued interest, long term                $   103,853                     $   103,853
Warrant Liability                          $     9,862                     $     9,862
Reset Derivative Liability                 $         -                     $         -
                                           $ 3,315,825     $ 1,033,325     $ 2,282,500

Change                                     $ 4,456,588     $   561,557     $ 3,895,031

We also were successful at extending the duration of our debt structure.

                                              3/31/2012
                                                                               Accrued         Maturity
                                 Gross         Discount          Net          Interest           Date

Long Term Debt(Footnote 9):
Note 12 $ 900,000 $ 673,358 $ 226,642 $ 54,197 6/30/2014
Note 12 Related Party $ 300,000 $ 224,453 $ 75,547 $ 18,066 6/30/2014
Note 13 (see Note 6) $ 21,000 $ 4,559 $ 16,441 $ 854 7/31/2013
Note 14 $ 100,000 $ 17,002 $ 82,998 $ 2,044 12/29/2014
Note 14 Related Party $ 100,000 $ 17,025 $ 82,975 $ 2,066 12/28/2014
Note 15 $ 100,000 $ 96,930 $ 3,070 $ 570 6/30/2014
Notes Payable (Footnote 8): $ 20,000 $ 20,000 $ 800 9/30/2014 Notes Payable (Footnote 8): $ 120,000 $ 120,000 $ 15,200 9/30/2015 $ 1,641,000 $ 1,033,327 $ 607,673 $ 73,665

Auditor's Opinion Expresses Doubt About the Company's Ability to Continue as a "Going Concern"

The independent auditors report on our March 31, 2012 consolidated financial statements states that the Company's historical losses and accumulated deficiency raise substantial doubts about the Company's ability to continue as a going concern, due to the losses incurred and deficiency. If we are unable to develop our business, we will have to reduce, discontinue operations or cease to exist, which would be detrimental to the value of the Company's common stock. We can make no assurances that our business operations will develop and provide us with significant cash to continue operations.

In order to improve the Company's liquidity, the Company's management is actively pursuing additional financing through discussions with investment bankers, financial institutions and private investors. There can be no assurance that the Company will be successful in its effort to secure additional financing.

Addressing the Going Concern Issues

We anticipate we will need some additional financing as liquidity to manage our negative working capital position, plus any future cash flow deficits from operations and development costs. We are working to reduce the negative cash flow from operations by expanding revenue opportunities via new products and client acquisition strategies. At the same time we have eliminated large amounts of our operating costs. Our ability to continue as a going concern is subject to our ability to develop profitable operations. We are devoting substantially all of our efforts to developing our business and raising capital. Our net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful. Additionally, we will need capital to implement the strategic thrusts and tactics of our business plan, including becoming a brokerage firm and a managed products firm. 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, and we will have to adjust our planned operations and development on a more limited scale. To satisfy our liquidity needs for the next twelve months and to implement the major initiatives of our business plan, we need to raise approximately $2 to $5 million dollars.

We presently do not have any available credit, bank financing or other external sources of liquidity. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations. Although additional capital is being sought, we cannot guarantee that we will be able to obtain such investments.

Inflation

The impact of inflation on the costs of the Company, and the ability to pass on cost increases to its customers over time is dependent upon market conditions. The Company is not aware of any inflationary pressures that have had any significant impact on the Company's operations over the past quarter, and the Company does not anticipate that inflationary factors will have a significant impact on future operations.

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. ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments ("ASC 605-25"). ASC 605-25 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 605-25 on the Company's financial position and results of operations was not significant.

Revenue arises from subscriptions to the websites/software, workshops, online workshops and training and coaching/counseling services where the payments are received before the service has been rendered. Beginning January 1, 2009, the company changed its marketing strategy such that the company no longer collects revenues in advance of rendering services. Instead, for all new customers, a monthly subscription fee is received for access to the online training and courses and website/data during a given month. As all the products and services are delivered during the month, the revenues are recognized in the month it is delivered. All revenues collected in prior periods from the legacy marketing strategy are deferred and recognized as per the existing revenue recognition policy. Additionally, any revenues from services such as coaching/counseling that are sold in advance of delivery will be deferred using the existing revenue recognition policy. Thus we have two distinct revenue models that were used during fiscal years 2012 and 2011 and revenue under either model will be recognized under its appropriate model. The Company reserves the option to operate under either model as the business environment dictates.

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