UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
[X]
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Preliminary Information Statement
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Confidential, For Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
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Definitive Information Statement
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INVESTVIEW
INC.
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(Name
of Registrant as Specified in its Charter)
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n/a
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(Name
of Person Filing Information Statement, if Other Than the Registrant)
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Payment
of Filing Fee (Check the appropriate box):
[X]
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No
Fee required
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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INVESTVIEW
INC.
234
Industrial Way West, Suite A202
Eatontown,
NJ 07724
(732)
889-4300
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14C OF THE
SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
Dear
Stockholder:
The
enclosed information statement is being furnished on or about *, 2019, to the stockholders of record on *, 2019 (the “Record
Date”), of Investview Inc., a Nevada corporation. The purpose of the Information Statement is to notify our stockholders
that on October 22, 2019, our board of directors, and on October 25, 2019, the holders of our outstanding capital stock having
a majority of the voting power, adopted resolutions to amend our articles of incorporation to increase the number of authorized
shares of our preferred stock, par value $0.001 per share, from 10,000,000 shares to 50,000,000 shares. The actions to be taken
pursuant to the written consent will be taken on or about * 2019, 20 days after the mailing of this information statement.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN.
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By
Order of the Board of Directors of
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INVESTVIEW
INC.
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/s/
Ryan Smith
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Ryan
Smith, Director
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/s/ Annette
Raynor
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Annette
Raynor, Director
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/s/ Chad
Miller
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Chad
Miller, Director
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/s/ Brian
McMullen
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Brian
McMullen, Director
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Salt
Lake City, Utah
*,
2019
INVESTVIEW
INC.
234
Industrial Way West, Suite A202
Eatontown,
NJ 07724
(732)
889-4300
INFORMATION
STATEMENT
Concerning
Corporate Action Authorized by Written Consent of Stockholders
No
vote or other action of our stockholders is required in connection
with
this Information Statement. We are not asking you for a proxy,
and
you are requested not to send us a proxy.
INTRODUCTION
This
Information Statement is being furnished to the stockholders of Investview Inc., a Nevada corporation, to advise them of the corporate
actions described herein, which have been authorized by the written consent of stockholders owning a majority of our voting stock,
in accordance with the requirements of the Nevada Revised Statutes.
This
Information Statement will first be mailed to stockholders on or about *, 2019, and is being furnished for informational purposes
only.
Our
board of directors has determined that the close of business on * , 2019 was the record date (“Record Date”) for the
stockholders entitled to notice of the actions authorizing the amendment to our articles of incorporation to increase our authorized
shares of preferred stock, par value $0.001 per share, from 10,000,000 shares to 50,000,000 shares (the “Recapitalization”).
OUTSTANDING
SHARES AND VOTING RIGHTS
As
of November 12, 2019, our authorized capitalization consisted of 10,000,000,000 shares of common stock, par value $0.001, of which
2,730,271,816 were issued and outstanding, and 10,000,000 shares of preferred stock, none of which were issued and outstanding.
Holders of our common stock have no preemptive rights to acquire or subscribe to any additional shares of common stock.
Each
share of common stock entitles its holder to one vote on each matter submitted to the stockholders. However, no vote or other
action of our stockholders is required in connection with this Information Statement because the holders of our outstanding capital
stock having a majority of the voting power as of October 25, 2019, adopted resolutions to proceed with the Recapitalization.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the actions will not be adopted until a date at least 20
days after the date on which this Information Statement has been mailed to the stockholders. We anticipate that the actions contemplated
herein will be effected on or about the close of business on *, 2019.
We
have asked brokers and other custodians, nominees, and fiduciaries to forward this Information Statement to the beneficial owners
of our common stock as of the Record Date and will reimburse these persons for out-of-pocket expenses incurred in forwarding such
material.
This
Information Statement will serve as written notice to stockholders pursuant Section 78.320 of the Nevada Revised Statutes of the
State of Nevada.
ABOUT
THE INFORMATION STATEMENT
Who
is entitled to notice?
Each
outstanding share of common stock as of record on the Record Date is entitled to notice of each matter to be voted upon pursuant
to consents or authorizations.
What
constitutes the voting shares of our company?
Each
share of common stock entitles its holder to one vote on each matter submitted to the stockholders. Approval of the Recapitalization
required the vote of the holders of a majority of the common stock. As October 25, 2019, 2,700,276,966 shares of common stock
were issued and outstanding.
What
vote is required to approve the actions?
The
affirmative vote of a majority of the outstanding shares of our common stock is required for approval of the Recapitalization.
What
corporate matters did the stockholders vote on and how did they vote?
On
October 25, 2019, our board of directors adopted resolutions to implement the Recapitalization and to recommend that our stockholders
vote in favor of the Recapitalization. Stockholders holding 1,555,032,926 shares of our common stock, or 57.59% of our outstanding
shares of common stock, acted by written consent in favor of the Recapitalization. Under Nevada corporate law, all the activities
requiring stockholder approval may be taken by obtaining the written consent and approval of more than 50% of the holders of voting
stock in lieu of a meeting of the stockholders. No action by the minority stockholders in connection with the Recapitalization
is required.
What
is the reason for the increase in authorized shares of preferred stock?
We anticipate making an exchange offer to
our stockholders that would result in some of our stockholders exchanging their common stock for new Series A Preferred Stock,
and we currently expect to authorize 6,000,000 shares of Series A Preferred Stock for this purpose. If the market price of our
common stock goes up and a substantial portion of our common shareholders choose to participate in the proposed exchange offer,
it is theoretically possible that we could choose to issue more than 10,000,000 shares of preferred stock. We currently believe
the possibility of that is remote. The board of directors has concluded that it would be in our best interests to increase
the number of authorized shares of preferred stock so that we would have the ability to issue more than 10,000,000 shares of preferred
stock in the exchange offering or to pursue any other financings or acquisitions that might become available in the future. Although
we have discussed the possibility of a rights offering if and when we complete the proposed exchange offer, we have not concluded
whether to engage in a rights offering or any other financing or acquisition.
STOCK
OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The
following table identifies, as of November 12, 2019, the number and percentage of outstanding shares of common stock owned by:
(i) each person known to us who owns more than 5% of the outstanding common stock; (ii) each named executive officer and director;
and (iii) and all of our executive officers and directors as a group:
Name of Beneficial Owner(1)
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Common Stock
Beneficially
Owned
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Percentage of
Common Stock(2)
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Principal Stockholders:
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CR Capital Holdings LLC(3)
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611,874,710
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22.4
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%
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Wealth Engineering LLC(4)
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300,456,942
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11.0
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Directors:
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Chad Miller, Chairman(3)
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611,874,710
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22.4
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Annette Raynor, CEO and Director(4)(5)
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450,456,942
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16.5
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Mario Romano, Director of Finance(4)(6)
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450,456,942
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16.5
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Jayme L. McWidener, CFO
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20,000,000
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*
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Brian McMullen, Director
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90,000,000
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3.3
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Ryan Smith, CEO and Director(3)
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611,874,710
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22.4
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All Officers and Directors as a group (6 Persons)(3)(4)(5)(6)
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1,332,331,652
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48.4
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%
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*
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Less
than 1%.
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(1)
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Except
as otherwise indicated, the address of each beneficial owner is c/o Investview Inc., 234 Industrial Way West, Suite A202,
Eatontown, New Jersey 07724.
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(2)
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Applicable
percentage ownership is based on 2,730,271,816 shares of common stock outstanding as of November 12, 2019, together with securities
exercisable or convertible into shares of common stock within 60 days of that date, for each stockholder.
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(3)
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The
members of CR Capital Holdings, LLC, a Utah limited liability company (“CR Capital”), are Chad Miller, our Chairman
of the Board, and Ryan Smith, a director of our company. Messrs. Miller and Smith together have sole voting and investment
power with respect to the shares of Common Stock held by CR Capital. Messrs. Miller and Smith each beneficially owns 50% of
CR Capital.
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(4)
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Wealth
Engineering LLC, an Arizona limited liability company (“Wealth Engineering”), 745 Hope Road, Eatontown, NJ 07724,
owns 300,456,942 shares of common stock. Annette Raynor, our Chief Executive Officer, and Mario Romano, a director of our
company, share voting and investment power of these shares.
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(5)
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In
addition to sharing voting and investment power of the Wealth Engineering shares, Ms. Raynor holds 150,000,000 shares of our
common stock in her own name.
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(5)
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In
addition to sharing voting and investment power of the Wealth Engineering shares, Mr. Romano holds 150,000,000 shares of our
common stock in his own name.
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No
director, executive officer, affiliate, or other owner of record or beneficial owner of more than 5% of any class of our voting
securities is a party adverse to us or has a material interest adverse to us.
AMENDMENT
OF THE ARTICLES OF INCORPORATION TO
INCREASE
OUR AUTHORIZED SHARES
On
October 22, 2019, our board of directors and on October 25, 2019, the stockholders holding a majority of our issued and outstanding
shares of common stock, approved an amendment to our articles of incorporation to increase the number of authorized shares of
our preferred stock from 10,000,000 to 50,000,000 (the “Recapitalization”). We currently have authorized capital stock
of 10,000,000 shares of preferred stock, none of which was outstanding as of October 25, 2019. Our board of directors believes
that the Recapitalization will permit us to proceed with the proposed exchange offer while maintaining flexibility for such purposes
as additional equity financings and stock-based acquisitions.
The
additional shares of preferred stock will be undesignated, but can be designated in one or more series with such rights, privileges,
and preferences as may be determined by the board of directors.
The
Recapitalization would enable us, without further stockholder approval, to issue shares of preferred stock from time to time as
may be required for proper business purposes, such as raising additional capital for ongoing operations, business and asset acquisitions,
and other corporate purposes.
The
Recapitalization could have a number of effects on our stockholders depending upon the exact nature and circumstances of any actual
issuances of authorized but unissued shares of preferred stock. The Recapitalization could have an anti-takeover effect, in that
additional shares of preferred stock could be issued (within the limits imposed by applicable law) in one or more transactions
that could make a change in control or takeover of us more difficult. For example, additional shares of preferred stock could
be issued by us so as to dilute the stock ownership or voting rights of persons seeking to obtain control of us, even if the persons
seeking to obtain control of us offer an above-market premium that is favored by a majority of the independent stockholders. Similarly,
the issuance of additional shares of preferred stock to certain persons allied with our management could have the effect of making
it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause
such removal. We do not have any other provisions in our articles of incorporation, bylaws, employment agreements, credit agreements,
or any other documents that have material anti-takeover consequences. Additionally, we do not have any plans or proposals to adopt
other provisions or enter into other arrangements, except as disclosed below, that may have material anti-takeover consequences.
Our board is not aware of any attempt, or contemplated attempt, to acquire control of us, and the Recapitalization is not being
presented with the intent that it be used as a type of anti-takeover device.
Stockholders
should recognize that, as a result of the Recapitalization, their interests may be diluted as a result of any issuances contemplated
by us in the future.
INTEREST
OF CERTAIN PERSONS IN OR
IN
OPPOSITION TO MATTERS TO BE ACTED UPON
None
of the persons who have served as our officers or directors since the beginning of our last fiscal year, or any associates of
such persons, have any substantial interest, direct or indirect, in the Recapitalization, other than the interest held by such
persons through their respective stock ownership of the shares of our capital stock set forth above in the section entitled “Principal
Stockholders.”
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only
one Information Statement to security holders is being delivered to multiple security holders sharing an address unless we have
received contrary instructions from one or more of the security holders. Upon written or oral request, a separate copy of an Information
Statement can be provided to security holders at a shared address. To request a separate copy, please contact us at (732) 889-4300
or 234 Industrial Way West, Suite A202, Eatontown, NJ 07724.
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By
Order of the Board of Directors of
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INVESTVIEW
INC.
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Ryan
Smith, Director
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Annette
Raynor, Director
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Chad
Miller, Director
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Brian
McMullen, Director
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Salt
Lake City, Utah
*,
2019
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