Based on our financial statements for
the years ended March 31, 2020 and 2019, our independent registered public accounting firm has expressed substantial doubt
as to our ability to continue as a going concern. Reference is also made to our quarterly report on Form 10-Q for the period-ended
September 30, 2020 and specifically Note 4 - Going Concern and Liquidity, in which we disclose “Our financial statements
are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of
assets and liquidation of liabilities in the normal course of business. We have incurred significant recurring losses, which have
resulted in an accumulated deficit of $52,536,063 as of September 30, 2020, along with a net loss of $1,187,760 for the three
months ended September 30, 2020. Additionally, as of September 30, 2020, we had cash of $583,955 and a working capital deficit
of $18,383,173. These factors raise substantial doubt about our ability to continue as a going concern.
In the event of our bankruptcy, liquidation,
dissolution or winding-up of our affairs, our assets will be available to pay obligations on the Series B Preferred only after
all of our indebtedness and other liabilities have been paid. The rights of holders of the Series B Preferred to participate in
the distribution of our assets will rank junior to the prior claims of our current and future creditors, existing preferred stock
and Common Stock, and any future series or class of preferred stock we may issue that ranks senior to the Series B Preferred.
Also, the Series B Preferred effectively ranks junior to all our existing and future indebtedness and to the indebtedness and
other liabilities of our existing subsidiaries and any future subsidiaries. Our existing subsidiaries are, and future subsidiaries
would be, separate legal entities and have no legal obligation to pay any amounts to us in respect of dividends due on the Series
B Preferred. If we are forced to liquidate our assets to pay our creditors, we may not have sufficient assets to pay amounts due
on any or all of the Series B Preferred then outstanding. We may in the future incur debt and other obligations that will rank
senior to the Series B Preferred. At September 30, 2020, we had total liabilities of $29,322,235. Nevertheless,
the three years of dividends on the Series B Preferred, which total $9.75 per share of Series B Preferred, that will be paid by
the Company from the proceeds of the Offering into the Escrow Account, will not be the property of the Company but rather will
be for the sole benefit of the Series B holders, payable to them on a quarterly basis. As a result, these dividends
will not, in the ordinary course, be accessible to third-party creditors of the Company.
INVESTVIEW
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Six
Months Ended September 30,
|
|
|
|
2020
|
|
|
2019
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(6,101,547
|
)
|
|
$
|
(4,759,521
|
)
|
Adjustments to reconcile net loss
to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
982,819
|
|
|
|
36,007
|
|
Amortization of debt discount
|
|
|
703,511
|
|
|
|
1,892,791
|
|
Amortization of long-term license
agreement
|
|
|
-
|
|
|
|
75,406
|
|
Amortization of intangible assets
|
|
|
86,812
|
|
|
|
169,539
|
|
Stock issued for services and compensation
|
|
|
795,236
|
|
|
|
1,515,915
|
|
Loan fees on new borrowings
|
|
|
-
|
|
|
|
841,140
|
|
Offering costs
|
|
|
6
|
|
|
|
-
|
|
Lease cost, net of repayment
|
|
|
2
|
|
|
|
-
|
|
(Gain) on deconsolidation
|
|
|
-
|
|
|
|
(53,739
|
)
|
(Gain) loss on debt extinguishment
|
|
|
(829,937
|
)
|
|
|
(1,281,477
|
)
|
Loss on fair value of derivative
liability
|
|
|
(326,788
|
)
|
|
|
(599,257
|
)
|
Realized (gain) loss on cryptocurrency
|
|
|
(1,096
|
)
|
|
|
667
|
|
Unrealized (gain) loss on cryptocurrency
|
|
|
(176,817
|
)
|
|
|
(25,330
|
)
|
Impairment expense
|
|
|
66,645
|
|
|
|
-
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(53,967
|
)
|
|
|
(18,538
|
)
|
Prepaid assets
|
|
|
(1,141,805
|
)
|
|
|
(1,283,764
|
)
|
Short-term advances
|
|
|
-
|
|
|
|
(100,000
|
)
|
Short-term advances from related
parties
|
|
|
-
|
|
|
|
(10,000
|
)
|
Other current assets
|
|
|
118,307
|
|
|
|
(517,051
|
)
|
Deposits
|
|
|
2,685
|
|
|
|
(3,130
|
)
|
Accounts payable and accrued liabilities
|
|
|
(1,001,276
|
)
|
|
|
(19,420
|
)
|
Customer advance
|
|
|
81,845
|
|
|
|
3,448,476
|
|
Deferred revenue
|
|
|
167,896
|
|
|
|
(94,985
|
)
|
Other liabilities
|
|
|
6,872,236
|
|
|
|
3,529,296
|
|
Accrued interest
|
|
|
107,025
|
|
|
|
131,799
|
|
Accrued interest,
related parties
|
|
|
309,837
|
|
|
|
649,999
|
|
Net
cash provided by (used in) operating activities
|
|
|
661,629
|
|
|
|
3,524,823
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Cash paid
for fixed assets
|
|
|
(1,717,289
|
)
|
|
|
(1,720,116
|
)
|
Net
cash provided by (used in) investing activities
|
|
|
(1,717,289
|
)
|
|
|
(1,720,116
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from related parties
|
|
|
4,474,137
|
|
|
|
1,459,500
|
|
Repayments for related party payables
|
|
|
(3,036,216
|
)
|
|
|
(1,369,500
|
)
|
Proceeds from debt
|
|
|
1,405,300
|
|
|
|
1,322,651
|
|
Repayments for debt
|
|
|
(2,030,344
|
)
|
|
|
(2,745,024
|
)
|
Payments for share repurchase
|
|
|
(272
|
)
|
|
|
(102
|
)
|
Dividends paid
|
|
|
(14,567
|
)
|
|
|
-
|
|
Proceeds from the sale of stock
|
|
|
1,165,300
|
|
|
|
650,000
|
|
Payments for
financing costs
|
|
|
(21,000
|
)
|
|
|
-
|
|
Net
cash provided by (used in) financing activities
|
|
|
1,942,338
|
|
|
|
(682,475
|
)
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate translation
on cash
|
|
|
-
|
|
|
|
2,297
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash,
cash equivalents, and restricted cash
|
|
|
886,678
|
|
|
|
1,124,529
|
|
Cash, cash
equivalents, and restricted cash - beginning of period
|
|
|
137,177
|
|
|
|
133,644
|
|
Cash, cash
equivalents, and restricted cash - end of period
|
|
$
|
1,023,855
|
|
|
$
|
1,258,173
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
275,192
|
|
|
$
|
51,000
|
|
Income taxes
|
|
$
|
3,282
|
|
|
$
|
5,544
|
|
Non cash investing and financing
activities:
|
|
|
|
|
|
|
|
|
Prepaid assets
reclassified to fixed assets
|
|
$
|
2,252,568
|
|
|
$
|
-
|
|
Beneficial
conversion feature
|
|
$
|
2,000,000
|
|
|
$
|
1,000,000
|
|
Cancellation of shares
|
|
$
|
-
|
|
|
$
|
3,380,000
|
|
Changes in
equity for offering costs accrued
|
|
$
|
-
|
|
|
$
|
101,387
|
|
Derivative
liability recorded as a debt discount
|
|
$
|
-
|
|
|
$
|
365,000
|
|
Recognition
of lease liability and ROU asset at lease commencement
|
|
$
|
-
|
|
|
$
|
131,244
|
|
Shares forfeited
|
|
$
|
3,380,000
|
|
|
$
|
-
|
|
Share repurchase
|
|
$
|
120,000
|
|
|
$
|
-
|
|
Reclassification
of related party debt
|
|
$
|
26,000
|
|
|
$
|
-
|
|
Dividends
declared but not yet paid
|
|
$
|
37,775
|
|
|
$
|
-
|
|
Forgiveness
of accrued payroll
|
|
$
|
373,832
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these condensed consolidated financial statements
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
Organization
Investview,
Inc. was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In
January 2005 the Company changed domicile to Nevada, and changed its name to Voxpath Holding, Inc. In September of 2006 the Company
merged The Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holdings, Inc. and then changed its name to
TheRetirementSolution.Com, Inc. In October 2008 the Company changed its name to Global Investor Services, Inc., before changing
its name to Investview, Inc., on March 27, 2012.
On
March 31, 2017, we entered into a Contribution Agreement with the members of Wealth Generators, LLC, a limited liability company
(“Wealth Generators”), pursuant to which the Wealth Generators members agreed to contribute 100% of the outstanding
securities of Wealth Generators in exchange for an aggregate of 1,358,670,942 shares of our common stock. The closing of the Contribution
Agreement was effective April 1, 2017, and Wealth Generators became our wholly owned subsidiary and the former members of Wealth
Generators became our stockholders and control the majority of our outstanding common stock.
On
June 6, 2017, we entered into an Acquisition Agreement with Market Trend Strategies, LLC, a company whose members are also former
members of our management. Under the Acquisition Agreement, we spun-off our operations that existed prior to the merger with Wealth
Generators and sold the intangible assets used in those pre-merger operations in exchange for Market Trend Strategies’ assumption
of $419,139 in pre-merger liabilities.
On
February 28, 2018, we filed a name change for Wealth Generators, LLC to Kuvera, LLC (“Kuvera”) and on May 7, 2018
we established WealthGen Global, LLC as a Utah limited liability company and a wholly owned subsidiary of Investview, Inc.
On
July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase
its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock.
On
November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European
Union.
On
December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from
the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities
Trading Advisor, Commodity Pool Operator, and approved for over the counter FOREX advisory services.
On
January 17, 2019 we renamed our non-operating wholly owned subsidiary WealthGen Global, LLC to SafeTek, LLC, a Utah Limited Liability
Company.
Effective
July 22, 2019 we renamed our non-operating wholly owned subsidiary Razor Data, LLC to APEX Tek, LLC, a Utah Limited Liability
Company.
Nature
of Business
Investview owns a number of companies that
each operate independently but are accretive to one another. Investview is establishing a portfolio of wholly owned subsidiaries
delivering leading edge technologies, services and research, dedicated primarily to the individual consumer. Following is a description
of each of our companies.
Kuvera,
LLC provides research, education, and investment tools designed to assist the self-directed investor in successfully navigating
the financial markets. These services include research, trade alerts, and live trading rooms that include instruction in equities,
options, FOREX, ETFs, binary options, crowdfunding and cryptocurrency sector education. In addition to trading tools and research,
we also offer full education and software applications to assist the individual in debt reduction, increased savings, budgeting,
and proper tax management. Each product subscription includes a core set of trading tools/research along with the personal finance
management suite to provide an individual with complete access to the information necessary to cultivate and manage his or her
financial situation.
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
Different
packages are available through a monthly subscription that can be cancelled at any time at the discretion of the customer. A unique
component of the product marketing plan is the distribution method whereby all subscriptions are sold via current participating
customers who choose to distribute and sell the services by participating in the bonus plan. The bonus plan participation is purely
optional but enables individuals to create an additional income stream to further support their personal financial goals and objectives.
Kuvera
France S.A.S. is our entity in France that will distribute Kuvera products and services throughout the European Union.
S.A.F.E.
Management, LLC is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated
trading strategies to individuals who find they lack the time to trade for themselves.
United
League, LLC owns a number of proprietary technologies including FIREFAN a social app for sports enthusiasts. Technologies
created to support any of the Investview companies are held under the United League structure.
United
Games, LLC is the distribution network for United League technologies. Since the acquisition of United Games in July of 2018,
we are working to combine the distributors of Kuvera and United Games. This is an on-going process that is not yet complete.
SAFETek,
LLC (formerly WealthGen Global, LLC) is a new addition that we are currently establishing for expansion plans in the high-speed
processing and cloud computing environment.
Apex
Tek, LLC (formerly Razor Data, LLC) delivers the APEX program which permits individuals to purchase assets that will generate
monthly cash flow. As of September 30, 2020 we have ceased selling the APEX package. We may re-introduce APEX at a later date
after further evaluation of the model.
Investment
Tools & Training, LLC currently has no operations or activities.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations
(Regulation 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. The results of operations for the six months ended September 30, 2020, are not necessarily
indicative of the operating results that may be expected for the year ending March 31, 2021. These unaudited condensed consolidated
financial statements should be read in conjunction with the March 31, 2020 consolidated financial statements and notes thereto
included in our Annual Report on Form 10-K for the year ended March 31, 2020.
Principles
of Consolidation
The
consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment
Tools & Training, LLC, Apex Tek, LLC (formerly Razor Data, LLC), S.A.F.E. Management, LLC, SafeTek, LLC (formerly WealthGen
Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. Through March 31, 2019 we had determined that one
affiliated entity, Kuvera LATAM S.A.S., which we previously conducted business with, was a variable interest entity and we were
the primary beneficiary of the entity’s activities, which are similar to those of Kuvera, LLC. As a result, through March
31, 2019 we had consolidated the accounts of this variable interest entity into the consolidated financial statements. Further,
because the Company did not have any ownership interest in this variable interest entity, the Company had allocated the contributed
capital in the variable interest entity as a component of noncontrolling interest. As of April 1, 2019 Kuvera LATAM S.A.S. had
no operations and ceased to exist, therefore, as of that date, no consolidation of the entity was necessary and we recorded a
gain on deconsolidation of $53,739 to eliminate the intercompany account with Kuvera LATAM S.A.S. All intercompany transactions
and balances have been eliminated in consolidation.
Financial
Statement Reclassification
Certain account balances
from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
Use
of Estimates
The
preparation of these unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates.
Foreign
Exchange
We
have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements. The operations of Kuvera France
S.A.S. are conducted in France and its functional currency is the Euro.
The
financial statements of Kuvera France S.A.S. are prepared using their functional currency and have been translated into U.S. dollars
(“USD”). Assets and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders’
equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the
period. Any translation adjustments are included as foreign currency translation adjustments in accumulated other comprehensive
income in our stockholders’ equity (deficit).
The
following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following
balance sheet dates.
|
|
September
30, 2020
|
|
|
March
31, 2020
|
|
Euro to USD
|
|
|
1.17300
|
|
|
|
1.10314
|
|
The
following rates were used to translate the accounts of Kuvera France S.A.S. into USD for the following operating periods.
|
|
Six
Months Ended September 30,
|
|
|
|
2020
|
|
|
2019
|
|
Euro to USD
|
|
|
1.135711
|
|
|
|
1.11795
|
|
Restricted
Cash
The
following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that
sum to the total of the same such amounts shown in the statement of cash flows.
|
|
September
30, 2020
|
|
|
March
31, 2020
|
|
Cash and cash equivalents
|
|
$
|
583,955
|
|
|
$
|
137,177
|
|
Restricted cash, current
|
|
|
151,489
|
|
|
|
-
|
|
Restricted
cash, long term
|
|
|
288,411
|
|
|
|
-
|
|
Total cash,
cash equivalents, and restricted cash shown on the statement of cash flows
|
|
$
|
1,023,855
|
|
|
$
|
137,177
|
|
Amount
included in restricted cash represent funds required to be held in an escrow account by a contractual agreement and will be used
for paying dividends to our Series B Preferred Stock holders.
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
Cryptocurrencies
We
hold cryptocurrency-denominated assets (“cryptocurrencies”) and include them in our consolidated balance sheet as
other current assets. We record cryptocurrencies at fair market value and recognize the change in the fair value of our cryptocurrencies
as an unrealized gain or loss in the consolidated statement of operations. As of September 30, 2020, and March 31, 2020, the fair
value of our cryptocurrencies was $155,628 and $96,022, respectively. During the six months ended September 30, 2020 we recorded
$1,096 and $176,817 as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the six months ended
September 30, 2019 we recorded $(667) and $25,330 as a total realized and unrealized gain (loss) on cryptocurrency, respectively.
During the three months ended September 30, 2020, we recorded $1,096 and $85,331 as a total realized and unrealized gain (loss)
on cryptocurrency, respectively. During the three months ended September 30, 2019 we recorded $(1,077) and $(122,080) as a total
realized and unrealized gain (loss) on cryptocurrency, respectively.
Fixed
Assets
Fixed
assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise
disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net
difference less any amount realized from disposition is reflected in earnings. Expenditures for maintenance and repairs which
do not extend the useful lives of the related assets are expensed as incurred.
As
of September 30, 2020, fixed assets were made up of the following:
|
|
Estimated
|
|
|
|
|
|
|
Useful
|
|
|
|
|
|
|
Life
|
|
|
|
|
|
|
(years)
|
|
|
Value
|
|
Furniture, fixtures,
and equipment
|
|
|
10
|
|
|
$
|
12,792
|
|
Computer equipment
|
|
|
3
|
|
|
|
21,143
|
|
Data processing
equipment
|
|
|
3
|
|
|
|
7,095,515
|
|
|
|
|
|
|
|
|
7,129,450
|
|
Accumulated depreciation as
of September 30, 2020
|
|
|
|
|
|
|
(1,211,446
|
)
|
Net book value, September 30,
2020
|
|
|
|
|
|
$
|
5,918,004
|
|
Total
depreciation expense for the six months ended September 30, 2020 and 2019, was $982,819 and $36,007, respectively.
Long-Lived
Assets – Intangible Assets & License Agreement
We
account for our intangible assets and long-term license agreement in accordance with ASC Subtopic 350-30, General Intangibles
Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic
350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net
assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Further, ASC Subtopic 350-30 requires
an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine
whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is
changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.
Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.
In
June of 2017 we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement. Amortization
recognized for the six months ended September 30, 2020 and 2019 was $0 and $75,406, respectively, and the long-term license agreement
was recorded at a net value of $0 as of September 30, 2020 and March 31, 2020 due to the asset being impaired as of March 31,
2020.
In
June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination. Intangible
assets acquired in the business combination were recorded at fair value on the date of acquisition and are being amortized on
a straight-line method over their estimated useful lives. During the nine months ended December 31, 2019 we impaired the value
of the customer contracts/relationships originally acquired.
|
|
Estimated
|
|
|
|
|
|
|
Useful
|
|
|
|
|
|
|
Life
|
|
|
|
|
|
|
(years)
|
|
|
Value
|
|
FireFan
mobile application
|
|
|
4
|
|
|
$
|
331,000
|
|
Back office software
|
|
|
10
|
|
|
|
408,000
|
|
Tradename/trademark
- FireFan
|
|
|
5
|
|
|
|
248,000
|
|
Tradename/trademark
- United Games
|
|
|
0.45
|
|
|
|
4,000
|
|
Customer
contracts/relationships
|
|
|
n/a
|
|
|
|
-
|
|
|
|
|
|
|
|
|
991,000
|
|
Accumulated
amortization as of December 31, 2019
|
|
|
|
|
|
|
(254,949
|
)
|
Net book value,
December 31, 2019
|
|
|
|
|
|
$
|
736,051
|
|
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
In
June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination. Intangible
assets acquired in the business combination were recorded at fair value on the date of acquisition and are being amortized on
a straight-line method over their estimated useful lives. As of September 30, 2020 intangible assets were made up of the following:
|
|
Estimated
|
|
|
|
|
|
|
Useful
|
|
|
|
|
|
|
Life
|
|
|
|
|
|
|
(years)
|
|
|
Value
|
|
FireFan mobile application
|
|
|
4
|
|
|
$
|
331,000
|
|
Back office software
|
|
|
10
|
|
|
|
408,000
|
|
Tradename/trademark - FireFan
|
|
|
5
|
|
|
|
248,000
|
|
Tradename/trademark
- United Games
|
|
|
0.45
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
991,000
|
|
Accumulated amortization as
of September 30, 2020
|
|
|
|
|
|
|
(384,930
|
)
|
Net book value, September 30,
2020
|
|
|
|
|
|
$
|
606,070
|
|
Amortization
expense for the six months ended September 30, 2020 and 2019 was $86,812 and $169,539, respectively. Amortization expense is expected
to be as follows:
Remainder of 2021
|
|
$
|
86,338
|
|
Fiscal year ending March 31, 2022
|
|
|
173,150
|
|
Fiscal year ending March 31, 2023
|
|
|
173,150
|
|
Fiscal year ending March 31, 2024
|
|
|
32,589
|
|
Fiscal year ending March 31, 2025
|
|
|
6,148
|
|
Fiscal
year ending March 31, 2026 and beyond
|
|
|
134,695
|
|
|
|
$
|
606,070
|
|
Impairment
of Long-Lived Assets
We
have adopted ASC Subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived
assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value
of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business
conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.
We
evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including
eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an
impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.
During
the six months ended September 30, 2020 we fully impaired data processing equipment that had a cost basis of $84,939 and we fully
impaired a computer that had a cost basis of $1,609 because the assets were no longer in use. The accumulated depreciation of
the assets at the time they were written off was $19,903, therefore we recognized impairment expense of $66,645 for the six months
ended September 30, 2020. No impairment expense was recognized during the six months ended September 30, 2019.
Fair
Value of Financial Instruments
Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous
market for the specific asset or liability.
U.S.
generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure
fair value, defined as follows:
|
Level
1:
|
Inputs
that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.
|
|
|
|
|
Level
2:
|
Inputs
other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly,
for substantially the full term of the asset or liability, including:
|
|
-
|
quoted
prices for similar assets or liabilities in active markets;
|
|
-
|
quoted
prices for identical or similar assets or liabilities in markets that are not active;
|
|
-
|
inputs
other than quoted prices that are observable for the asset or liability; and
|
|
-
|
inputs
that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
Level
3:
|
Inputs
that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing
the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions
surrounding the timing and amount of expected cash flows).
|
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
Our
financial instruments consist of cash, accounts receivable, accounts payable, and debt. We have determined that the book value
of our outstanding financial instruments as of September 30, 2020 and March 31, 2020, approximates the fair value due to their
short-term nature.
Items
recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the
following items as of September 30, 2020:
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Cryptocurrencies
|
|
$
|
155,628
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
155,628
|
|
Total Assets
|
|
$
|
155,628
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
155,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
liability
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,265
|
|
|
$
|
4,265
|
|
Total Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,265
|
|
|
$
|
4,265
|
|
Items
recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the
following items as of March 31, 2020:
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Cryptocurrencies
|
|
$
|
96,022
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
96,022
|
|
Total
Assets
|
|
$
|
96,022
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
96,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
liability
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
793,495
|
|
|
$
|
793,495
|
|
Total
Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
793,495
|
|
|
$
|
793,495
|
|
Sale
and Leaseback
Through
our wholly-owned subsidiary, APEX Tex, LLC, we sold high powered data processing equipment (“APEX”) to our customers
and they leased the equipment back to SAFETek, LLC, another of our wholly-owned subsidiaries. We account for these transactions
under ASC 842-40 where the leaseback has been deemed a sales-type lease due to the lease term generally covering the entire economic
life of the equipment and our likelihood to purchase the asset at the end of the lease term. In accordance with ASC 842-40 we
have recorded the data processing equipment as a fixed asset on our balance sheet and we have accounted for the amounts received
for the equipment as a financial liability, in other liabilities on our balance sheet. Further, we will recognize interest on
the financial liability over the term of the lease to ensure the financial liability equates to the total amounts to be paid over
the life of the lease. During the six months ended September 30, 2020 we had the following activity related to our sale and leaseback
transactions:
|
|
Total
Financial Liability
|
|
|
Contra-Liability
|
|
|
Net
Financial Liability
|
|
|
Current
[1]
|
|
|
Long
Term
|
|
Balance as of March 31, 2020
|
|
$
|
53,828,000
|
|
|
$
|
(38,535,336
|
)
|
|
$
|
15,292,664
|
|
|
$
|
11,407,200
|
|
|
$
|
3,885,464
|
|
Proceeds from sales of APEX
|
|
|
5,001,622
|
|
|
|
-
|
|
|
|
5,001,622
|
|
|
|
|
|
|
|
|
|
Interest recorded on financial liability
|
|
|
8,348,378
|
|
|
|
(8,348,378
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Payments made for leased equipment
|
|
|
(2,125,300
|
)
|
|
|
-
|
|
|
|
(2,125,300
|
)
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
-
|
|
|
|
3,995,914
|
|
|
|
3,995,914
|
|
|
|
|
|
|
|
|
|
Balance as of September 30,
2020
|
|
$
|
65,052,700
|
|
|
$
|
(42,887,800
|
)
|
|
$
|
22,164,900
|
|
|
$
|
14,077,200
|
|
|
$
|
8,087,700
|
|
[1]
Represents lease payments to be made in the next 12 months
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
The
$42,887,800 is expected to be recognized into interest as follows:
Remainder of 2021
|
|
$
|
4,782,861
|
|
Fiscal year ending March 31, 2022
|
|
|
9,565,721
|
|
Fiscal year ending March 31, 2023
|
|
|
9,565,721
|
|
Fiscal year ending March 31, 2024
|
|
|
9,565,721
|
|
Fiscal year ending March 31,
2025 and beyond
|
|
|
9,407,776
|
|
|
|
$
|
42,887,800
|
|
During
the six months ended September 30, 2020 we received additional proceeds for APEX sales which were recorded in the customer advance
amount shown on our balance sheet, resulting in a net increase in the account of $81,845 since March 31, 2020. As
of September 30, 2020 we have ceased selling the APEX package. We may re-introduce APEX at a later date after further evaluation
of the model.
Revenue
Recognition
Subscription
Revenue
The
majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription
revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer
and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide
services over a fixed subscription period, therefore we recognize revenue rateably over the subscription period and deferred revenue
is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a 10-day trial
period to subscription customers, during which a full refund can be requested if a customer does not like the product. Revenues
are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds,
sales incentives, credits, and known and estimated credit card chargebacks.
Equipment
Sales
We
generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing
activities: protein folding, CGI rendering, Game Streaming, Machine & Deep Learning, Mining, Independent Financial Verification,
and general high-speed computing. We recognize equipment sales revenue in accordance with ASC 606-10 where revenue is measured
based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified
in each contract. Our performance obligation is to deliver an equipment package to our customers which includes hardware, software,
and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when
the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a
separate third party that provides such services.
Cryptocurrency
Mining Service Revenue
We
generate revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party supplier.
We recognize cryptocurrency mining service revenue in accordance with ASC 606-10 where revenue is measured based on a consideration
specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.
Our performance obligation is to arrange for the third-party to provide mining services to our customers and payment is received
at the time of purchase, therefore revenue is recognized upon receipt of payment. We recognize revenue in the amount of the fee
to which we are entitled to as an agent, or the amount of consideration that we retain after paying the third-party the consideration
received in exchange for the services the third-party is to provide.
Mining
Revenue
Through
our wholly owned subsidiary, SAFETek, LLC, we lease equipment under a sales-type lease and use the equipment on blockchain networks
to validate and add blocks of transactions to blockchain ledgers (commonly referred to as “mining”). As compensation
for mining we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us.
Our mining activities constitute our ongoing major and central operations of SAFETek, LLC. Because we do not have contracts, nor
do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately
granted to us as a result of our mining activities.
Fee
Revenue
We
generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and
Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration
specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.
Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified
Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we
receive payment for such advisory fees in the month following recognition.
Revenue
generated for the six months ended September 30, 2020 is as follows:
|
|
Subscription
Revenue
|
|
|
Mining
Revenue
|
|
|
Fee
Revenue
|
|
|
Total
|
|
Gross billings/receipts
|
|
$
|
10,159,115
|
|
|
$
|
3,836,285
|
|
|
$
|
7,723
|
|
|
$
|
14,003,123
|
|
Refunds, incentives,
credits, and chargebacks
|
|
|
(659,970
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(659,970
|
)
|
Net revenue
|
|
$
|
9,499,145
|
|
|
$
|
3,836,285
|
|
|
$
|
7,723
|
|
|
$
|
13,343,153
|
|
For
the six months ended September 30, 2020 foreign and domestic revenues were approximately $9 million and $4.4 million, respectively.
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
Revenue
generated for the six months ended September 30, 2019 is as follows:
|
|
Subscription
Revenue
|
|
|
Mining
Revenue
|
|
|
Fee
Revenue
|
|
|
Total
|
|
Gross billings/receipts
|
|
$
|
16,117,861
|
|
|
$
|
-
|
|
|
$
|
5,369
|
|
|
$
|
16,123,230
|
|
Refunds, incentives,
credits, and chargebacks
|
|
|
(1,369,393
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,369,393
|
)
|
Net revenue
|
|
$
|
14,748,468
|
|
|
$
|
-
|
|
|
$
|
5,369
|
|
|
$
|
14,753,837
|
|
For
the six months ended September 30, 2019 foreign and domestic revenues were approximately $13.9 million and $800,000, respectively.
Revenue
generated for the three months ended September 30, 2020 is as follows:
|
|
Subscription
Revenue
|
|
|
Mining
Revenue
|
|
|
Fee
Revenue
|
|
|
Total
|
|
Gross billings/receipts
|
|
$
|
5,599,155
|
|
|
$
|
2,493,739
|
|
|
$
|
3,710
|
|
|
$
|
8,096,604
|
|
Refunds, incentives,
credits, and chargebacks
|
|
|
(343,267
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(343,267
|
)
|
Net revenue
|
|
$
|
5,255,888
|
|
|
$
|
2,493,739
|
|
|
$
|
3,710
|
|
|
$
|
7,753,337
|
|
For
the three months ended September 30, 2020 foreign and domestic revenues were approximately $7.3 million and $426,000, respectively.
Revenue
generated for the three months ended September 30, 2019 is as follows:
|
|
Subscription
Revenue
|
|
|
Mining
Revenue
|
|
|
Fee
Revenue
|
|
|
Total
|
|
Gross billings/receipts
|
|
$
|
7,825,160
|
|
|
$
|
-
|
|
|
$
|
5,369
|
|
|
$
|
7,830,529
|
|
Refunds, incentives,
credits, and chargebacks
|
|
|
(588,405
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(588,405
|
)
|
Net revenue
|
|
$
|
7,236,755
|
|
|
$
|
-
|
|
|
$
|
5,369
|
|
|
$
|
7,242,124
|
|
For
the three months ended September 30, 2019 foreign and domestic revenues were approximately $6.8 million and $403,000, respectively.
Net
Income (Loss) per Share
We
follow ASC subtopic 260-10, Earnings per Share (“ASC 260-10”), which specifies 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. Convertible debt, stock options, and warrants have been excluded as common stock equivalents
in the diluted loss per share because their effect is anti-dilutive on the computation.
Potentially
dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:
|
|
September
30,
2020
|
|
|
September
30,
2019
|
|
Options to purchase common
stock
|
|
|
-
|
|
|
|
35,000
|
|
Warrants to purchase common stock
|
|
|
233,060
|
|
|
|
599,800
|
|
Notes convertible
into common stock
|
|
|
161,742,478
|
|
|
|
58,416,067
|
|
Totals
|
|
|
161,975,538
|
|
|
|
59,050,867
|
|
Lease
Obligation
We
determine if an arrangement is a lease at inception. Operating leases are included in the
operating lease right-of-use asset account, the operating lease liability, current account, and the operating lease liability,
long term account in our balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term
and lease liabilities represent our obligation to make lease payments arising from the lease.
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
Operating
lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over
the lease term. For leases in which the rate implicit in the lease is not readily determinable, we use our incremental borrowing
rate based on the information available at commencement date in determining the present value of lease payments. We
have elected to not apply the recognition requirements of ASC 842 to short-term leases (leases with terms of twelve months or
less). Lease terms include options to extend or terminate the lease when it is reasonably
certain that we will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis
over the lease term. We have elected the practical expedient and will not separate non-lease components from lease components
and will instead account for each separate lease component and non-lease component associated with the lease components
as a single lease component.
NOTE
3 – RECENT ACCOUNTING PRONOUNCEMENTS
There
are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would
have a material impact on the financial statements of the Company.
NOTE
4 – GOING CONCERN AND LIQUIDITY
Our
financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates
the realization of assets and liquidation of liabilities in the normal course of business. We have incurred significant recurring
losses, which have resulted in an accumulated deficit of $52,536,063 as of September 30, 2020, along with a net loss of $6,101,547
for the six months ended September 30, 2020. Additionally, as of September 30, 2020, we had cash of $583,955 and a working capital
deficit of $18,383,173. These factors raise substantial doubt about our ability to continue as a going concern.
Historically
we have relied on increasing revenues and new debt and equity financing to pay for operational expenses and debt as it came due.
During the six months ended September 30, 2020, we raised $1,405,300 in cash proceeds from new debt arrangements and raised $4,474,137
in cash proceeds from related parties. Additionally, net cash provided by operations was $661,629 for the six months ended September
30, 2020. Subsequent to September 30, 2020, we received gross proceeds of $93,300 in connection with our Unit Offering (see NOTE
11). Additionally, subject to a Securities Purchase agreement entered into in April 2020 we have a commitment from an investor
to purchase a $9 million promissory note on or before October 31, 2020, subject to certain conditions.
On
January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International
Concern” and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread
of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of
public places and businesses. The coronavirus and actions taken to mitigate the spread of it have had and are expected to continue
to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the
Company operates. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted to amongst
other provisions, provide emergency assistance for individuals, families and businesses affected by the coronavirus pandemic.
It is unknown how long the adverse conditions associated with the coronavirus will last and what the complete financial effect
will be to the company. To date, the Company is experiencing challenges in multiple areas of the organization and the full economic
impact is yet to be established.
During
the year ended March 31, 2020 we made significant strides and wide sweeping changes. While we believe they will be beneficial
to our bottom line, there is no assurance of this. Some of the concerns we face going forward will continue, including but not
limited to:
|
●
|
Supply
chain issues for Apex Tek, LLC and the sourcing of miners due to the worldwide COVID pandemic and manufacturing slow downs
|
|
|
|
|
●
|
SAFETek,
LLC operations not scaling according to projections with decreased output due to mining difficulty and operational cost
|
|
|
|
|
●
|
Regulatory
reform that could adversely impact the use and demand of digital currencies
|
|
|
|
|
●
|
The
recent Bitcoin (BTC) halving event that further reduced mining output in addition to the supply chain issues
|
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
Apex
Tek, LLC and SAFETek, LLC carry additional risk and generated recent losses, however, they also provide Investview a stake in
4IR, HPC, app development, fintech, blockchain and personal money management sectors. Each of these are areas that are targeted
for significant growth spurred by innovations through technology which solidify our position in the fintech space.
While
our liabilities are larger than our assets it is important to note that we seek to further reduce our operating expense. The assets
we have acquired and will continue to seek out are those of technology, mobile apps, and human resources. These assets are not
easily defined on our balance sheet but represent our ability to carry out our objectives which we believe will ultimately lead
to positive cash flow, reduced debt and then profitability.
Accordingly,
the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America, which contemplate our continuation as a going concern and the realization of assets and satisfaction of liabilities
in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not
necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that
might result from the outcome of this uncertainty.
NOTE
5 – RELATED-PARTY TRANSACTIONS
Our
related-party payables consisted of the following:
|
|
September
30,
2020
|
|
|
March
31,
2020
|
|
Short-term advances [1]
|
|
$
|
489,850
|
|
|
$
|
876,427
|
|
Promissory note entered into on 1/30/20
[2]
|
|
|
1,133,333
|
|
|
|
1,033,333
|
|
Convertible Promissory Note entered
into on 4/27/20 [3]
|
|
|
77,198
|
|
|
|
-
|
|
Convertible Promissory Note entered
into on 5/27/20 [4]
|
|
|
36,019
|
|
|
|
-
|
|
Accounts payable
– related party [5]
|
|
|
30,000
|
|
|
|
55,000
|
|
|
|
$
|
1,766,400
|
|
|
$
|
1,964,760
|
|
[1]
|
We
periodically receive advances for operating funds from our current majority shareholders
and other related parties, including entities that are owned, controlled, or influenced
by our owners or management. These advances are due on demand and are unsecured. During
the six months ended September 30, 2020, we received $2,338,137 in cash proceeds from
advances, incurred $50,000 in interest expense on the advances, and repaid related parties
$2,816,713. Also, during the six months ended September 30, 2020 there was a change in
senior management therefore $26,001 due to a former member of the senior management team
was reclassified from a related party payable to debt on our balance sheet (see NOTE
6).
|
|
|
[2]
|
We
entered into a $1,000,000 promissory note with Joeseph Cammarata, our Chief Executive Officer, on January 30, 2020. The term
of the note is one year, at which time the principal and interest of 20%, or $200,000 will be due. During the six months ended
September 30, 2020 we recognized $100,000 of interest expense on the note.
|
|
|
[3]
|
On
April 27, 2020 we received proceeds of $1,300,000 from DBR Capital, LLC, an entity controlled by members of our Board of Directors.
The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. The note
is convertible into common stock at a conversion price of $0.01257 per share therefore during the six months ended September
30, 2020 we recorded a beneficial conversion feature and debt discount of $1,300,000 (see NOTE 8). During the six months ended
September 30, 2020 we recognized $55,531 of the debt discount into interest expense as well as expensed an additional $111,223
of interest expense on the note, of which $89,556 was repaid during the period.
|
|
|
[4]
|
On
May 27, 2020 we received proceeds of $700,000 from DBR Capital, LLC, an entity controlled by members of our Board of Directors.
The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. The note
is convertible into common stock at a conversion price of $0.01257 per share therefore during the six months ended September
30, 2020 we recorded a beneficial conversion feature and debt discount of $700,000 (see NOTE 8). During the six months ended
September 30, 2020 we recognized $24,352 of the debt discount into interest expense as well as expensed an additional $48,614
of interest expense on the note, of which $36,947 was repaid during the period.
|
|
|
[5]
|
During
the six months ended September 30, 2020 we paid $25,000 to an accounting firm owned by our Chief Financial Officer to reduce
amounts previously owed. We also incurred $68,000 to reimburse DBR Capital, LLC, for amounts paid on our behalf. The entire
amount was repaid during the six months ended September 30, 2020.
|
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
NOTE
6 – DEBT
Our
debt consisted of the following:
|
|
September
30,
2020
|
|
|
March
31,
2020
|
|
Short-term advance received
on 8/31/18 [1]
|
|
$
|
35,000
|
|
|
$
|
65,000
|
|
Secured merchant agreement for future
receivables entered into on 8/16/19 and refinanced on 12/10/19 [2]
|
|
|
-
|
|
|
|
1,223,615
|
|
Secured merchant agreement for future
receivables entered into on 8/16/19 [3]
|
|
|
-
|
|
|
|
260,090
|
|
Convertible promissory note entered
into on 3/5/20 [4]
|
|
|
-
|
|
|
|
13,072
|
|
Convertible promissory note entered
into on 3/11/20 [5]
|
|
|
-
|
|
|
|
7,549
|
|
Short-term advance received on 3/25/20
[6]
|
|
|
95,000
|
|
|
|
150,000
|
|
Promissory note entered into on 4/10/20
[7]
|
|
|
400,000
|
|
|
|
-
|
|
Note issued under the Paycheck Protection
Program on 4/17/20 [8]
|
|
|
507,598
|
|
|
|
-
|
|
Loan with the U.S. Small Business
Administration dated 4/19/20 [9]
|
|
|
508,322
|
|
|
|
-
|
|
Short-term
advance received from a former member of senior management [10]
|
|
|
26,001
|
|
|
|
-
|
|
|
|
$
|
1,571,921
|
|
|
$
|
1,719,326
|
|
[1]
|
In
August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured.
During the six months ended September 30, 2020 we made repayments of $30,000 on the debt.
|
|
|
[2]
|
During
August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access
to working capital. On August 15, 2019, we received proceeds from this arrangement of $339,270 after paying off $316,093 and
$297,033 from two separate February 2018 agreements. In accordance with the terms of the new agreement, we were required to
repay $1,399,000 by making daily ACH payments of $6,823. Accordingly, we recorded $446,604 as a debt discount at the inception
of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that
was to be repaid.
|
|
|
|
Effective
December 10, 2019 this debt was refinanced and the outstanding balance of $839,514 was rolled into a new Secured Merchant
Agreement for future receivables. Prior to the refinance, we repaid $559,486 and amortized $446,605 into interest expense
related to the August 2019 arrangement. As a result of the refinancing arrangement we received proceeds of $854,801. In accordance
with the terms of the agreement, we were required to repay $2,448,250 by making daily ACH payments of $10,999. Accordingly,
we recorded $753,935 as a debt discount at the inception of the agreement, which was the difference between the funds received
plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2020, after the refinance,
we repaid $747,932 and amortized $277,232 into interest expense related to the new December 2019 agreement. During the six
months ended September 30, 2020 we amortized $442,894 into interest expense and repaid $1,071,996 to pay the debt off in full,
which resulted in a gain on settlement of debt being recorded for $594,513.
|
|
|
[3]
|
During
August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access
to working capital. In August 2019, we received proceeds from this arrangement of $418,381 after paying off $382,000 from
an October 2018 agreement. In accordance with the terms of the agreement, we were required to repay $1,189,150 by making daily
ACH payments of $5,801. Accordingly, we recorded $388,769 as a debt discount at the inception of the agreement, which was
the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the
year ended March 31, 2020, we repaid $853,203 and amortized $312,912 into interest expense. During the six months ended September
30, 2020 we repaid $330,013, recorded a $5,934 gain on settlement of debt, and amortized $75,857 into interest expense
|
|
|
[4]
|
In
March 2020, we entered into a Convertible Promissory Note and received proceeds of $200,000 after incurring loan fees of $3,000.
The note incurred interest at 10% per annum and had a maturity date of June 2, 2021. The Convertible Promissory Note had a
variable conversion rate that was 65% of the average of the two lowest trading prices during the previous 15-trading-day period,
subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see NOTE 7). At inception,
we recorded a debt discount of $203,000 and captured loan fees, recorded as interest expense, of $116,077. During the year
ended March 31, 2020, we amortized $11,626 into interest expense, and recorded additional interest expense on the note of
$1,446. During the six months ended September 30, 2020, we amortized $59,916 into interest expense, and recorded additional
interest expense on the note of $7,453 before we repaid the note in full for $262,649 and wrote off the derivative liability
associated with the debt of $265,584 (see NOTE 7), resulting in a net gain on settlement of debt being recorded for $83,376.
|
|
|
[5]
|
In
March 2020, we entered into a Convertible Promissory Note and received proceeds of $150,000 after incurring loan fees of $3,000.
The note incurred interest at 10% per annum and had a maturity date of June 10, 2021. The Convertible Promissory Note had
a variable conversion rate that was 65% of the average of the two lowest trading prices during the previous 15-trading-day
period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see NOTE 7).
At inception, we recorded a debt discount of $153,000 and captured loan fees, recorded as interest expense, of $148,432. During
the year ended March 31, 2020, we amortized $6,711 into interest expense, and recorded additional interest expense on the
note of $838. During the six months ended September 30, 2020, we amortized $44,960 into interest expense and recorded additional
interest expense on the note of $5,617 before we repaid the note in full for $197,351 and wrote off the derivative liability
associated with the debt of $203,357 (see NOTE 7), resulting in a net gain on settlement of debt being recorded for $64,132.
|
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
[6]
|
In
March 2020, we received a $150,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured.
During the six months ended September 30, 2020 we made repayments of $55,000 on the debt.
|
|
|
[7]
|
In
April 2020, we received proceeds of $400,000 after entering into a promissory note that is due six months from the funding
date. Under the note six interest only payments of $16,667 are to be made on the 20th of each month beginning in
May 2020. Collateral for the note is, in priority order, is: the reserve and current balance in one of our merchant accounts,
the reserve account in a second separate merchant accounts, shares of our common stock, and high-speed computer processing
equipment. During the six months ended September 30, 2020 we recorded and paid $83,335 worth of interest expense.
|
|
|
[8]
|
In
April 2020 we received $505,300 in proceeds from the Paycheck Protection Program as established by the CARES Act as a result
of a Note entered into with the U.S. Small Business Administration. The note has an interest rate of 1% and matures on April
1, 2022. Under the Note we are required to make monthly payments beginning November 1, 2020, however, under the terms of the
CARES Act the loan may be forgiven if funds are used for qualifying expenses. During the six months ended September 30, 2020
we recorded $2,298 worth of interest expense on the Note.
|
|
|
[9]
|
In
April 2020 we received proceeds of $500,000 from a loan entered into with the U.S. Small Business Administration. Under the
terms of the loan interest is to accrue at a rate of 3.75% per annum and installment payments of $2,437 monthly will begin
twelve months from the date of the loan, with all interest and principal due and payable thirty years from the date of the
loan. During the six months ended September 30, 2020 we recorded $8,322 worth of interest on the loan.
|
|
|
[10]
|
During
the six months ended September 30, 2020 there was a change in senior management therefore $26,001 due to a former member of
the senior management team was reclassified on our balance sheet from a related party payable to debt (see NOTE 5).
|
NOTE
7 – DERIVATIVE LIABILITY
During
the six months ended September 30, 2020, we had the following activity in our derivative liability account:
|
|
Debt
|
|
|
Warrants
|
|
|
Total
|
|
Derivative liability at March 31, 2020
|
|
$
|
793,495
|
|
|
$
|
-
|
|
|
$
|
793,495
|
|
Derivative liability recorded on
new instruments
|
|
|
-
|
|
|
|
6,499
|
|
|
|
6,499
|
|
Derivative liability reduced by debt
settlement (see NOTE 6)
|
|
|
(468,941
|
)
|
|
|
-
|
|
|
|
(468,941
|
)
|
Change in
fair value
|
|
|
(324,554
|
)
|
|
|
(2,234
|
)
|
|
|
(326,788
|
)
|
Derivative liability at September
30, 2020
|
|
$
|
-
|
|
|
$
|
4,265
|
|
|
$
|
4,265
|
|
We
use the binomial option pricing model to estimate fair value for those instruments convertible into common stock, at inception,
at conversion or settlement date, and at each reporting date. During the six months ended September 30, 2020, the assumptions
used in our binomial option pricing model were in the following range:
|
|
Debt
|
|
Warrants
|
|
Risk free interest rate
|
|
0.11
- 0.17%
|
|
0.21
- 0.28%
|
|
Expected life in years
|
|
0.80 - 1.11
|
|
4.84 - 5.00
|
|
Expected volatility
|
|
128% - 239%
|
|
265% - 306%
|
|
NOTE
8 – STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred
Stock
We
are authorized to issue up to 50,000,000 shares of preferred stock with a par value of $0.001 and our board of directors has the
authority to issue one or more classes of preferred stock with rights senior to those of common stock and to determine the rights,
privileges, and preferences of that preferred stock.
As
of March 31, 2020, we had no preferred stock issued or outstanding.
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
During
the year ended March 31, 2020 our Board of Directors approved the designation of 2,000,000 of the Company’s shares of preferred
stock as Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), each with a stated
value of $25 per share. Our Series B Preferred Stock holders are entitled to 500 votes per share, are entitled to receive cumulative
dividends at the annual rate of 13% per annum of the stated value, equal to $3.25 per annum per share.
During
the six months ended September 30, 2020 we commenced a security offering to sell a total of 2,000,000 units at $25 per unit (“Unit
Offering”), such that each unit consisted of: (i) one share of our newly authorized Series B Preferred Stock and (ii) five
warrants each exercisable to purchase one share of common stock at an exercise price of $0.10 per warrant share. Each Warrant
offered is immediately exercisable on the date of issuance, will expire 5 years from the date of issuance, and its value has been
classified as a fair value liability due to the terms of the instrument (see NOTE 7). During the six months ended September 30,
2020 we sold 46,612 units for gross proceeds of $1,165,300, therefore recorded the issuance of 46,612 shares of Series B Preferred
Stock and the grant of 233,060 warrants during the period. Of the gross proceeds, $6,499 was allocated to the warrants and recorded
as a derivative liability and $1,158,801 was allocated to the preferred stock ($47 recorded as the par value and $1,158,754 allocated
to additional paid in capital). Also in conjunction with the Unit Offering we paid $21,000 of offering costs which was allocated
between the preferred stock and warrants. The $20,994 allocated to the preferred stock decreased additional paid in capital due
to the underlying instrument being classified as equity and the $6 allocated to the warrants was immediately expensed as offering
costs due to the underlying instrument being classified as a fair value liability.
Preferred
Stock Dividends
During
the six months ended September 30, 2020 we recorded $52,342 for the cumulative cash dividends due to the shareholders of our Series
B Preferred Stock and paid $14,567 of these amounts owing. As a result we recorded $37,775 as a dividend liability on our balance
sheet as of September 30, 2020.
Common
Stock
During
the six months ended September 30, 2020, we issued 21,000,000 shares of common stock, valued at $399,000 based on the market value
on the day of issuance, for services and compensation, which is subject to forfeiture if the employee or contractor is not in
good standing at the time the shares are fully vested. Of the $399,000 value we recognized $128,497 as an expense during the six
months ending September 30, 2020 and the remaining $270,503 will be recognized ratably over the vesting term. In addition, during
the six months ended September 30, 2020, we recognized $666,738 as expense due to the vesting of shares of common stock previously
issued.
During
the six months ended September 30, 2020, we repurchased 9,079 shares of our common stock from a third party for $272 and repurchased
106,000,000 shares of our common stock from former members of our senior management team and founders for $120,000, all of which
was recorded in Accounts Payable on our balance sheet at September 30, 2020. These shares repurchased were immediately canceled.
Also, during the six months ended September 30, 2020 we recorded an increase in Additional Paid in Capital of $2,000,000 related
to beneficial conversion features on our related party debt (see NOTE 5) and recorded an increase in Additional Paid in Capital
of $373,832 for accrued payroll forgiven by a member of our senior management team at the time his employment with the Company
ended.
During
the six months ended September 30, 2020 we cancelled 200,000,000 shares returned in conjunction with the termination of a Joint
Venture Agreement entered into in March of 2019, reducing common stock by $200,000, reducing additional paid in capital by $3,180,000,
offset with a reduction in our prepaid asset of $2,428,044 and a reversal of previously recorded expense of $951,956.
As
of September 30, 2020, and March 31, 2020, we had 2,929,481,329 and 3,214,490,408 shares of common stock issued and outstanding,
respectively.
Warrants
During
the six months ended September 30, 2020 we granted 233,060 warrants in conjunction with our Unit Offering. The warrants are classified
as a derivative liability on our balance sheet in accordance with ASC 480, Distinguishing Liabilities from Equity, based on the
warrants terms that indicate a fundamental transaction could give rise to an obligation for us to pay cash to our warrant holders
(see NOTE 7).
INVESTVIEW,
INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2020
(Unaudited)
Details
of our warrants outstanding as of September 30, 2020 is as follows:
Exercise
Price
|
|
Warrants
Outstanding
|
|
Warrants
Exercisable
|
|
Weighted
Average Contractual Life (Years)
|
|
$
|
0.10
|
|
233,060
|
|
233,060
|
|
4.79
|
|
NOTE
9 – COMMITMENTS AND CONTINGENCIES
Litigation
In
the ordinary course of business, we may be, or have been, involved in legal proceedings from time to time. During the six months
ended September 30, 2020 we were not involved in any material legal proceedings.
NOTE
10 – OPERATING LEASE
In
February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (“ROU”)
model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases. Leases are classified
as either finance or operating with classification affecting the pattern of expense recognition in the statement of operations.
We adopted ASU No. 2016-02 on April 1, 2019. We did not record a lease asset and lease liability as of the adoption date as we
had no lease arrangements or lease obligation at that time.
In
August 2019 we entered an operating lease for office space in Eatontown, New Jersey (the “Eatontown Lease”) and in
September 2019 we entered an operating lease for office space in Kaysville, Utah (the “Kaysville Lease”). We have
the option to extend the three-year lease term of the Eatontown Lease for a period of one year. In addition, we are obligated
to pay twelve monthly installments to cover an annual utility charge of $1.75 per rentable square foot for electric usage within
the demised premises. As the lessor has the right to digitally meter and charge us accordingly, these payments were deemed variable
and will be expensed as incurred. During the three and six months ended September 30, 2020 the variable lease costs amounted to
$831 and $1,662, respectively. At commencement of the Eatontown Lease, right-of-use assets obtained in exchange for new operating
lease liabilities amounted to $110,097. At commencement of the Kaysville Lease, right-of-use assets obtained in exchange for new
operating lease liabilities amounted to $21,147. As of October 1, 2020, the Company began leasing the property located in Kaysville
on a month to month basis.
Operating
lease expense was $16,397 and $32,794 for the three and six months ended September 30, 2020. Operating cash flows used for the
operating leases during the three and six months ended September 30, 2020 were $16,897 and $32,794. As of September 30, 2020,
the weighted average remaining lease term was 1.83 years and the weighted average discount rate was 12%.
Future
minimum lease payments under non-cancellable leases as of September 30, 2019 were as follows:
Remainder of 2021
|
|
$
|
24,000
|
|
2022
|
|
|
48,000
|
|
2023
|
|
|
16,000
|
|
Total
|
|
|
88,000
|
|
Less: Interest
|
|
|
(8,572
|
)
|
Present value of lease liability
|
|
|
79,428
|
|
Operating
lease liability, current [1]
|
|
|
(48,000
|
)
|
Operating
lease liability, long term
|
|
$
|
31,428
|
|
[1]
Represents lease payments to be made in the next 12 months
NOTE
11 – SUBSEQUENT EVENTS
Subsequent
to September 30, 2020, we paid $7,601 of dividends that were accrued as of September 30, 2020. Also, subsequent to September 30,
2020, we received gross proceeds of $93,300 in connection with our Unit Offering.
In
accordance with ASC Topic 855, Subsequent Events, we have evaluated subsequent events through the date of this filing and have
determined that there are no additional subsequent events that require disclosure.
FINANCIAL
STATEMENTS FOR THE YEARS ENDED MARCH 31, 2020 AND 2019
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders
of Investview, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Investview, Inc. (the Company) as of March 31, 2020, and 2019, and
the related consolidated statements of operations and other comprehensive income, stockholders’ equity (deficit), and cash
flows for each of the years in the two-year period ended March 31, 2020, and the related notes (collectively referred to as the
financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of March 31, 2020, and 2019, and the results of its operations and its cash flows for each of the years in the
two-year period ended March 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Consideration
of the Company’s Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 4 to the financial statements, the Company has suffered losses from operations and its current cash flow is not enough
to meet current needs. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans in regards to this matter are also described in Note 4. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
/s/
Haynie & Company
|
|
|
|
Salt
Lake City, Utah
|
|
June
29, 2020
|
|
We
have served as the company’s auditor since 2017.
INVESTVIEW,
INC.
CONSOLIDATED
BALANCE SHEETS
|
|
March
31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
137,177
|
|
|
$
|
133,644
|
|
Prepaid
assets
|
|
|
5,309,512
|
|
|
|
6,685,970
|
|
Receivables
|
|
|
905,058
|
|
|
|
724,995
|
|
Short-term
advances
|
|
|
145,000
|
|
|
|
10,000
|
|
Short-term
advances - related party
|
|
|
500
|
|
|
|
500
|
|
Other
current assets
|
|
|
101,610
|
|
|
|
142,061
|
|
Total
current assets
|
|
|
6,598,857
|
|
|
|
7,697,170
|
|
|
|
|
|
|
|
|
|
|
Fixed
assets, net
|
|
|
2,997,611
|
|
|
|
13,528
|
|
|
|
|
|
|
|
|
|
|
Other
assets:
|
|
|
|
|
|
|
|
|
Intangible
assets, net
|
|
|
692,882
|
|
|
|
1,576,685
|
|
Long
term license agreement, net
|
|
|
-
|
|
|
|
1,983,220
|
|
Operating
lease right-of-use asset
|
|
|
99,465
|
|
|
|
-
|
|
Deposits
|
|
|
11,173
|
|
|
|
4,500
|
|
Total
other assets
|
|
|
803,520
|
|
|
|
3,564,405
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
10,399,988
|
|
|
$
|
11,275,103
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
3,774,536
|
|
|
$
|
3,008,836
|
|
Payroll
liabilities
|
|
|
1,825
|
|
|
|
888,177
|
|
Customer
advance
|
|
|
392,310
|
|
|
|
265,000
|
|
Deferred
revenue
|
|
|
612,500
|
|
|
|
1,876,727
|
|
Derivative
liability
|
|
|
793,495
|
|
|
|
1,358,901
|
|
Operating
lease liability, current
|
|
|
56,530
|
|
|
|
-
|
|
Other
current liabilities
|
|
|
11,407,200
|
|
|
|
-
|
|
Related
party payables, net of discounts
|
|
|
2,114,760
|
|
|
|
545,489
|
|
Debt,
net of discounts
|
|
|
1,569,326
|
|
|
|
1,977,030
|
|
Total
current liabilities
|
|
|
20,722,482
|
|
|
|
9,920,160
|
|
|
|
|
|
|
|
|
|
|
Operating
lease liability, long term
|
|
|
50,268
|
|
|
|
-
|
|
Other
long term liabilities, net of deferred interest
|
|
|
3,885,464
|
|
|
|
-
|
|
Total
long term liabilities
|
|
|
3,935,732
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
24,658,214
|
|
|
|
9,920,160
|
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity (deficit):
|
|
|
|
|
|
|
|
|
Preferred
stock, par value: $0.001; 50,000,000 shares authorized, none issued and outstanding as of March 31, 2020 and 2019
|
|
|
-
|
|
|
|
-
|
|
Common
stock, par value $0.001; 10,000,000,000 shares authorized; 3,214,490,408 and 2,640,161,318 shares issued and outstanding as
of March 31, 2020 and 2019, respectively
|
|
|
3,214,490
|
|
|
|
2,640,161
|
|
Additional
paid in capital
|
|
|
28,929,516
|
|
|
|
23,758,917
|
|
Accumulated
other comprehensive income (loss)
|
|
|
(20,058
|
)
|
|
|
1,363
|
|
Accumulated
deficit
|
|
|
(46,382,174
|
)
|
|
|
(25,096,983
|
)
|
Total
Investview stockholders’ equity (deficit)
|
|
|
(14,258,226
|
)
|
|
|
1,303,458
|
|
Noncontrolling
interest
|
|
|
-
|
|
|
|
51,485
|
|
Total
stockholders’ equity (deficit)
|
|
|
(14,258,226
|
)
|
|
|
1,354,943
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders’ equity (deficit)
|
|
$
|
10,399,988
|
|
|
$
|
11,275,103
|
|
The
accompanying notes are an integral part of these consolidated financial statements
INVESTVIEW,
INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
|
|
Year
Ended March 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
|
|
Subscription
revenue, net of refunds, incentives, credits, and chargebacks
|
|
$
|
22,425,173
|
|
|
$
|
27,023,202
|
|
Equipment
sales, net of refunds
|
|
|
-
|
|
|
|
694,954
|
|
Cryptocurrency
mining service revenue, net of refunds and amounts paid to supplier
|
|
|
-
|
|
|
|
1,940,925
|
|
Mining
revenue
|
|
|
1,745,138
|
|
|
|
-
|
|
Fee
revenue
|
|
|
13,279
|
|
|
|
-
|
|
Total
revenue, net
|
|
|
24,183,590
|
|
|
|
29,659,081
|
|
|
|
|
|
|
|
|
|
|
Operating
costs and expenses:
|
|
|
|
|
|
|
|
|
Cost
of sales and service
|
|
|
2,507,071
|
|
|
|
1,180,671
|
|
Commissions
|
|
|
13,564,618
|
|
|
|
21,526,326
|
|
Selling
and marketing
|
|
|
1,696,133
|
|
|
|
878,936
|
|
Salary
and related
|
|
|
6,593,421
|
|
|
|
4,272,355
|
|
Professional
fees
|
|
|
1,356,574
|
|
|
|
1,620,370
|
|
General
and administrative
|
|
|
7,559,192
|
|
|
|
4,121,279
|
|
Total
operating costs and expenses
|
|
|
33,277,009
|
|
|
|
33,599,937
|
|
|
|
|
|
|
|
|
|
|
Net
loss from operations
|
|
|
(9,093,419
|
)
|
|
|
(3,940,856
|
)
|
|
|
|
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
|
|
|
|
Gain
(loss) on debt extinguishment
|
|
|
2,018,791
|
|
|
|
19,387
|
|
Gain
(loss) on fair value of derivative liability
|
|
|
571,231
|
|
|
|
(214,376
|
)
|
Gain
(loss) on bargain purchase
|
|
|
-
|
|
|
|
971,282
|
|
Gain
(loss) on deconsolidation
|
|
|
53,739
|
|
|
|
-
|
|
Realized
gain (loss) on cryptocurrency
|
|
|
(815
|
)
|
|
|
16,241
|
|
Unrealized
gain (loss) on cryptocurrency
|
|
|
113,369
|
|
|
|
106,488
|
|
Impairment
expense
|
|
|
(4,230,741
|
)
|
|
|
-
|
|
Interest
expense
|
|
|
(6,274,436
|
)
|
|
|
(1,842,461
|
)
|
Interest
expense, related parties
|
|
|
(4,403,332
|
)
|
|
|
(20,000
|
)
|
Other
income (expense)
|
|
|
(32,195
|
)
|
|
|
(3,032
|
)
|
Total
other income (expense)
|
|
|
(12,184,389
|
)
|
|
|
(966,471
|
)
|
|
|
|
|
|
|
|
|
|
Income
(loss) before income taxes
|
|
|
(21,277,808
|
)
|
|
|
(4,907,327
|
)
|
Income
tax expense
|
|
|
(7,383
|
)
|
|
|
(70,768
|
)
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
|
(21,285,191
|
)
|
|
|
(4,978,095
|
)
|
Less:
net income (loss) attributable to the noncontrolling interest
|
|
|
-
|
|
|
|
32,941
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) attributable to Investview stockholders
|
|
$
|
(21,285,191
|
)
|
|
$
|
(5,011,036
|
)
|
|
|
|
|
|
|
|
|
|
Income
(loss) per common share, basic and diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding, basic and diluted
|
|
|
2,937,880,878
|
|
|
|
2,234,117,482
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustments
|
|
$
|
(21,421
|
)
|
|
$
|
3,846
|
|
Total
other comprehensive income (loss)
|
|
|
(21,421
|
)
|
|
|
3,846
|
|
Comprehensive
income (loss)
|
|
|
(21,306,612
|
)
|
|
|
(4,974,249
|
)
|
Less:
comprehensive income (loss) attributable to the noncontrolling interest
|
|
|
-
|
|
|
|
(3,846
|
)
|
Comprehensive
income (loss) attributable to Investview shareholders
|
|
$
|
(21,306,612
|
)
|
|
$
|
(4,978,095
|
)
|
The
accompanying notes are an integral part of these consolidated financial statements
INVESTVIEW,
INC.
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
|
Paid
in
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
Noncontrolling
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Income
|
|
|
Deficit
|
|
|
Interest
|
|
|
Total
|
|
Balance,
March 31, 2018
|
|
|
2,169,661,318
|
|
|
$
|
2,169,661
|
|
|
$
|
16,137,945
|
|
|
$
|
(2,483
|
)
|
|
$
|
(20,085,947
|
)
|
|
$
|
18,544
|
|
|
$
|
(1,762,280
|
)
|
Common
stock issued for acquisition
|
|
|
50,000,000
|
|
|
|
50,000
|
|
|
|
750,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
800,000
|
|
Common
stock issued for services and compensation
|
|
|
402,000,000
|
|
|
|
402,000
|
|
|
|
6,385,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,787,600
|
|
Common
stock repurchase
|
|
|
(7,000,000
|
)
|
|
|
(7,000
|
)
|
|
|
(84,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(91,000
|
)
|
Common
stock issued as commitment fees
|
|
|
22,500,000
|
|
|
|
22,500
|
|
|
|
47,372
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
69,872
|
|
Offering
costs
|
|
|
3,000,000
|
|
|
|
3,000
|
|
|
|
522,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
525,000
|
|
Foreign
currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,846
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,846
|
|
Net
income (loss)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,011,036
|
)
|
|
|
32,941
|
|
|
|
(4,978,095
|
)
|
Balance,
March 31, 2019
|
|
|
2,640,161,318
|
|
|
|
2,640,161
|
|
|
|
23,758,917
|
|
|
|
1,363
|
|
|
|
(25,096,983
|
)
|
|
|
51,485
|
|
|
|
1,354,943
|
|
Common
stock issued for cash
|
|
|
59,215,648
|
|
|
|
59,216
|
|
|
|
765,784
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
825,000
|
|
Common
stock issued for services and compensation
|
|
|
537,618,592
|
|
|
|
537,618
|
|
|
|
2,561,025
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,098,643
|
|
Common
stock repurchase
|
|
|
(5,150
|
)
|
|
|
(5
|
)
|
|
|
(97
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(102
|
)
|
Common
stock cancelled
|
|
|
(222,500,000
|
)
|
|
|
(222,500
|
)
|
|
|
(3,157,500
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,380,000
|
)
|
Common
stock issued for debt
|
|
|
200,000,000
|
|
|
|
200,000
|
|
|
|
3,900,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,100,000
|
|
Beneficial
conversion feature
|
|
|
-
|
|
|
|
-
|
|
|
|
1,000,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,000,000
|
|
Offering
costs
|
|
|
-
|
|
|
|
-
|
|
|
|
101,387
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
101,387
|
|
Deconsolidation
of Kuvera LATAM
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(51,485
|
)
|
|
|
(51,485
|
)
|
Foreign
currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(21,421
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(21,421
|
)
|
Net
income (loss)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(21,285,191
|
)
|
|
|
-
|
|
|
|
(21,285,191
|
)
|
Balance,
March 31, 2020
|
|
|
3,214,490,408
|
|
|
$
|
3,214,490
|
|
|
$
|
28,929,516
|
|
|
$
|
(20,058
|
)
|
|
$
|
(46,382,174
|
)
|
|
$
|
-
|
|
|
$
|
(14,258,226
|
)
|
The
accompanying notes are an integral part of these consolidated financial statements
INVESTVIEW
INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
Year
Ended March 31,
|
|
|
|
2020
|
|
|
2019
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(21,285,191
|
)
|
|
$
|
(4,978,095
|
)
|
Adjustments
to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
490,642
|
|
|
|
5,332
|
|
Amortization
of debt discount
|
|
|
6,152,329
|
|
|
|
1,052,523
|
|
Amortization
of long-term license agreement
|
|
|
150,812
|
|
|
|
150,400
|
|
Amortization
of intangible assets
|
|
|
256,351
|
|
|
|
239,315
|
|
Stock
issued for services and compensation
|
|
|
3,098,643
|
|
|
|
109,240
|
|
Loan
fees on new borrowings
|
|
|
1,209,569
|
|
|
|
704,397
|
|
Lease
cost, net of repayment
|
|
|
7,333
|
|
|
|
-
|
|
Impairment
|
|
|
4,230,741
|
|
|
|
-
|
|
(Gain)
loss on bargain purchase
|
|
|
-
|
|
|
|
(971,282
|
)
|
(Gain)
loss on deconsolidation
|
|
|
(53,739
|
)
|
|
|
-
|
|
(Gain)
loss on debt extinguishment
|
|
|
(2,018,791
|
)
|
|
|
(19,387
|
)
|
(Gain)
loss on fair value of derivative liability
|
|
|
(571,231
|
)
|
|
|
214,376
|
|
Realized
(gain) loss on cryptocurrency
|
|
|
815
|
|
|
|
(16,241
|
)
|
Unrealized
(gain) loss on cryptocurrency
|
|
|
(113,369
|
)
|
|
|
(106,488
|
)
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(180,063
|
)
|
|
|
108,907
|
|
Prepaid
assets
|
|
|
(2,003,542
|
)
|
|
|
(4,055
|
)
|
Short-term
advances
|
|
|
(135,000
|
)
|
|
|
-
|
|
Short-term
advances from related parties
|
|
|
-
|
|
|
|
36,010
|
|
Other
current assets
|
|
|
205,362
|
|
|
|
461,038
|
|
Deposits
|
|
|
(12,301
|
)
|
|
|
-
|
|
Accounts
payable and accrued liabilities
|
|
|
974,360
|
|
|
|
(1,314,971
|
)
|
Payroll
liabilities
|
|
|
(886,352
|
)
|
|
|
-
|
|
Customer
advance
|
|
|
127,310
|
|
|
|
265,000
|
|
Deferred
revenue
|
|
|
(1,264,227
|
)
|
|
|
1,016,385
|
|
Other
liabilities
|
|
|
15,192,664
|
|
|
|
-
|
|
Accrued
interest
|
|
|
248,310
|
|
|
|
59,345
|
|
Accrued
interest, related parties
|
|
|
803,332
|
|
|
|
5,000
|
|
Net
cash provided by (used in) operating activities
|
|
|
4,624,767
|
|
|
|
(2,983,251
|
)
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Cash
received in acquisition
|
|
|
-
|
|
|
|
3,740
|
|
Cash
paid for fixed assets
|
|
|
(5,245,606
|
)
|
|
|
-
|
|
Net
cash provided by (used in) investing activities
|
|
|
(5,245,606
|
)
|
|
|
3,740
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds
from related parties
|
|
|
4,484,979
|
|
|
|
1,905,777
|
|
Repayments
for related party payables
|
|
|
(2,192,160
|
)
|
|
|
(1,367,168
|
)
|
Proceeds
from debt
|
|
|
2,527,452
|
|
|
|
4,115,961
|
|
Repayments
for debt
|
|
|
(5,020,795
|
)
|
|
|
(2,936,044
|
)
|
Payments
for share repurchase
|
|
|
(102
|
)
|
|
|
(91,000
|
)
|
Proceeds
from the sale of stock
|
|
|
825,000
|
|
|
|
-
|
|
Net
cash provided by (used in) financing activities
|
|
|
624,374
|
|
|
|
1,627,526
|
|
|
|
|
|
|
|
|
|
|
Effect
of exchange rate translation on cash
|
|
|
(2
|
)
|
|
|
(5,057
|
)
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
3,533
|
|
|
|
(1,357,042
|
)
|
Cash
and cash equivalents-beginning of period
|
|
|
133,644
|
|
|
|
1,490,686
|
|
Cash
and cash equivalents-end of period
|
|
$
|
137,177
|
|
|
$
|
133,644
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
51,000
|
|
|
$
|
51,000
|
|
Income
taxes
|
|
$
|
7,383
|
|
|
$
|
70,768
|
|
Non
cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Common
stock issued for acquisition
|
|
$
|
-
|
|
|
$
|
800,000
|
|
Beneficial
conversion feature
|
|
$
|
1,000,000
|
|
|
$
|
-
|
|
Stock
issued for prepaid services and long term license agreement
|
|
$
|
-
|
|
|
$
|
6,678,360
|
|
Cancellation
of shares
|
|
$
|
3,380,000
|
|
|
$
|
-
|
|
Changes
in equity for offering costs accrued
|
|
$
|
101,387
|
|
|
$
|
525,000
|
|
Shares
issued for offering costs
|
|
$
|
-
|
|
|
$
|
3,000
|
|
Accounts
payable reclassified to related party debt
|
|
$
|
75,000
|
|
|
$
|
-
|
|
Related
party debt extinguished with APEX Units
|
|
$
|
(100,000
|
)
|
|
$
|
-
|
|
Derivative
liability recorded as a debt discount
|
|
$
|
715,000
|
|
|
$
|
510,000
|
|
Recognition
of lease liability and ROU asset at lease commencement
|
|
$
|
131,244
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these consolidated financial statements
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
Organization
Investview,
Inc. was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In
January 2005, we changed domicile to Nevada and changed our name to Voxpath Holding, Inc. In September of 2006, we merged The
Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holdings, Inc. and then changed our name to TheRetirementSolution.Com,
Inc. and in October 2008 changed our name to Global Investor Services, Inc., before changing our name to Investview, Inc., on
March 27, 2012.
On
March 31, 2017, we entered into a Contribution Agreement with the members of Wealth Generators, LLC, a limited liability company
(“Wealth Generators”), pursuant to which the Wealth Generators members agreed to contribute 100% of the outstanding
securities of Wealth Generators in exchange for an aggregate of 1,358,670,942 shares of our common stock. The closing of the Contribution
Agreement was effective April 1, 2017, and Wealth Generators became our wholly owned subsidiary and the former members of Wealth
Generators became our stockholders and control the majority of our outstanding common stock.
On
June 6, 2017, we entered into an Acquisition Agreement with Market Trend Strategies, LLC, a company whose members are also former
members of our management. Under the Acquisition Agreement, we spun-off our operations that existed prior to the merger with Wealth
Generators and sold the intangible assets used in those pre-merger operations in exchange for Market Trend Strategies’ assumption
of $419,139 in pre-merger liabilities.
On
February 28, 2018, we filed a name change for Wealth Generators, LLC to Kuvera, LLC (“Kuvera”). This did not affect
the company’s tax and federal identification.
On
May 7, 2018, we established WealthGen Global, LLC as a Utah limited liability company and our wholly owned subsidiary.
On
July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase
its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock (see Note 5).
On
November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European
Union.
On
December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from
the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities
Trading Advisor, Commodity Pool Operator, and approved for over the counter FOREX advisory services.
On
January 17, 2019, we renamed our non-operating wholly owned subsidiary WealthGen Global, LLC to SAFETek, LLC, a Utah limited liability
company.
Effective
July 22, 2019 we renamed our non-operating wholly owned subsidiary Razor Data, LLC to Apex Tek, LLC, a Utah Limited Liability
Company.
Nature
of Business
We
own a number of companies that each operate independently, but are accretive to one another. We are establishing a portfolio of
wholly owned subsidiaries delivering leading-edge technologies, services, and research, dedicated primarily to the individual
consumer. Following is a description of each of our companies.
Kuvera,
LLC provides research, education, and investment tools designed to assist the self-directed investor in successfully navigating
the financial markets. These services include research, trade alerts, and live trading rooms that include instruction in equities,
options, FOREX, ETFs, binary options, crowdfunding and cryptocurrency sector education. In addition to trading tools and research,
we also offer full education and software applications to assist the individual in debt reduction, increased savings, budgeting,
and proper tax management. Each product subscription includes a core set of trading tools/research along with the personal finance
management suite to provide an individual with complete access to the information necessary to cultivate and manage his or her
financial situation. Different packages are available through a monthly subscription that can be cancelled at any time at the
discretion of the customer. A unique component of the product marketing plan is the distribution method whereby all subscriptions
are sold via current participating customers who choose to distribute and sell the services by participating in the bonus plan.
The bonus plan participation is purely optional but enables individuals to create an additional income stream to further support
their personal financial goals and objectives.
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
Kuvera
France S.A.S. is our entity in France that will distribute Kuvera products and services throughout the European Union.
S.A.F.E.
Management, LLC is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated
trading strategies to individuals who find they lack the time to trade for themselves.
United
League, LLC owns a number of proprietary technologies including FIREFAN a social app for sports enthusiasts. Technologies
created to support any of the Investview companies are held under the United League structure.
United
Games, LLC is the distribution network for United League technologies. Since the acquisition of United Games in July of 2018,
we are working to combine the distributors of Kuvera and United Games. The operations of United Games and United League are currently
being assessed now that we have completed our integration of their software and personnel. These entities may be eliminated or
re-structured in the future as we are currently assessing the potential future for social gaming app known as FIREFAN.
SAFETek,
LLC (formerly WealthGen Global, LLC) is a new addition that we are currently establishing for expansion plans in the high-speed
processing and cloud computing environment.
Apex
Tek, LLC (formerly Razor Data, LLC) is the sales and distribution company for APEX packages and technology. It offers a unique
passive income model for those interested in earning through the purchase and leaseback of high-speed specialized data processing
equipment. This model has drawn considerable institutional interest.
Investment
Tools & Training, LLC currently has no operations or activities.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Accounting
Our
policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally
accepted in the United States of America.
Principles
of Consolidation
The
consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment
Tools & Training, LLC, Apex Tek, LLC (formerly Razor Data, LLC), S.A.F.E. Management, LLC, SAFETek, LLC (formerly WealthGen
Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. Through March 31, 2019 we had determined that one
affiliated entity, Kuvera LATAM S.A.S., which we previously conducted business with, was a variable interest entity and we were
the primary beneficiary of the entity’s activities, which are similar to those of Kuvera, LLC. As a result, through March
31, 2019 we had consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements.
Further, because the Company did not have any ownership interest in this variable interest entity, the Company had allocated the
contributed capital in the variable interest entity as a component of noncontrolling interest. As of April 1, 2019 Kuvera LATAM
S.A.S. had no operations and ceased to exist, therefore, as of that date, no consolidation of the entity is necessary and we recorded
a gain on deconsolidation of $53,739 to eliminate the intercompany account with Kuvera LATAM S.A.S. All intercompany transactions
and balances have been eliminated in consolidation.
Financial
Statement Reclassification
Certain
account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period
classifications.
Use
of Estimates
The
preparation of these financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
Foreign
Exchange
We
have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements and have consolidated the accounts
of Kuvera LATAM S.A.S. through March 31, 2019. The operations of Kuvera France S.A.S. are conducted in France and its functional
currency is the Euro. The operations of Kuvera LATAM S.A.S. were conducted in Colombia and its functional currency is the Colombian
Peso.
The
financial statements of Kuvera France S.A.S. and Kuvera LATAM S.A.S. are prepared using their respective functional currency and
have been translated into U.S. dollars (“USD”). Assets and liabilities are translated into USD at the applicable exchange
rates at period-end. Stockholders’ equity is translated using historical exchange rates. Revenue and expenses are translated
at the average exchange rates for the period. Any translation adjustments are included as foreign currency translation adjustments
in accumulated other comprehensive income in our stockholders’ equity (deficit).
The
following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following
balance sheet dates.
|
|
March 31,
2020
|
|
|
March 31,
2019
|
|
Euro
to USD
|
|
|
1.10314
|
|
|
|
1.12200
|
|
Colombian
Peso to USD
|
|
|
n/a
|
|
|
|
0.00031
|
|
The
following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following
operating periods:
|
|
Year
ended March 31,
|
|
|
|
2020
|
|
|
2019
|
|
Euro
to USD
|
|
|
1.11122
|
|
|
|
1.13580
|
|
Colombian
Peso to USD
|
|
|
n/a
|
|
|
|
0.00033
|
|
Concentration
of Credit Risk
Financial
instruments that potentially expose us to concentration of credit risk include cash, accounts receivable, and advances. We place
our cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC
insurance limit of $250,000. As of March 31, 2020 and 2019, cash balances that exceeded FDIC limits were $0, and we have not experienced
significant losses relating to these concentrations in the past.
Cash
and Cash Equivalents
For
purposes of reporting cash flows, we consider all highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents. As of March 31, 2020 and 2019, we had no cash equivalents.
Receivables
Receivables
are carried at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review
of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual receivables
and receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when
received. We had no allowance for doubtful accounts as of March 31, 2020 and 2019.
Cryptocurrencies
We
hold cryptocurrency-denominated assets (“cryptocurrencies”) and include them in our consolidated balance sheet as
other current assets. We record cryptocurrencies at fair market value and recognize the change in the fair value of our cryptocurrencies
as an unrealized gain or loss in the consolidated statement of operations. As of March 31, 2020 and March 31, 2019, the fair value
of our cryptocurrencies was $101,610 and $142,061, respectively. During the year ended March 31, 2020, we recorded $(815) and
$113,369 as realized and unrealized gain (loss) on cryptocurrency, respectively. During the year ended March 31, 2019, we recorded
$16,241 and $106,488 as realized and unrealized gain (loss) on cryptocurrency, respectively.
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
Fixed
Assets
Fixed
assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise
disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net
difference less any amount realized from disposition, is reflected in earnings. Expenditures for maintenance and repairs which
do not extend the useful lives of the related assets are expensed as incurred.
As
of March 31, 2020 and 2019 fixed assets were made up of the following:
|
|
Estimated
|
|
|
|
|
|
|
|
|
|
Useful
|
|
|
|
|
|
|
|
|
|
Life
|
|
|
March
31,
|
|
|
March
31,
|
|
|
|
(years)
|
|
|
2020
|
|
|
2019
|
|
Furniture,
fixtures, and equipment
|
|
10
|
|
|
$
|
12,792
|
|
|
$
|
11,372
|
|
Computer
equipment
|
|
3
|
|
|
|
19,533
|
|
|
|
14,661
|
|
Data
processing equipment
|
|
3
|
|
|
|
3,213,815
|
|
|
|
-
|
|
|
|
|
|
|
|
3,246,140
|
|
|
|
26,033
|
|
Accumulated
amortization
|
|
|
|
|
|
(248,529
|
)
|
|
|
(12,505
|
)
|
Net
book value
|
|
|
|
|
$
|
2,997,611
|
|
|
$
|
13,528
|
|
Total
depreciation expense for the years ended March 31, 2020 and 2019, was $490,642 and $5,332, respectively.
Long-Lived
Assets – Intangible Assets & License Agreement
We
account for our intangible assets and long-term license agreement in accordance with Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic
360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-30 requires assets to be measured
based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more
clearly evident and, thus, more reliably measurable. Further, ASC Subtopic 350-30 requires an intangible asset to be amortized
over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances
warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount
of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining,
or restoring intangible assets are recognized as an expense when incurred.
In
June of 2017 we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement. Annual amortization
over the 15-year life is expected to be approximately $150,400 per year. Amortization recognized for the year ended March 31,
2020 and 2019, was $150,812 and $150,400, respectively, and the long-term license agreement was recorded at a net value of $0
and $1,983,220 as of March 31, 2020 and 2019, respectively.
In
June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination (see
Note 5). Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and are
being amortized on a straight-line method over their estimated useful lives. As of March 31, 2020 and 2019 intangible assets were
made up of the following:
|
|
Estimated
|
|
|
|
|
|
|
|
|
|
Useful
|
|
|
|
|
|
|
|
|
|
Life
|
|
|
March
31,
|
|
|
March
31,
|
|
|
|
(years)
|
|
|
2020
|
|
|
2019
|
|
FireFan
mobile application
|
|
4
|
|
|
$
|
331,000
|
|
|
$
|
331,000
|
|
Back
office software
|
|
10
|
|
|
|
408,000
|
|
|
|
408,000
|
|
Tradename/trademark
- FireFan
|
|
5
|
|
|
|
248,000
|
|
|
|
248,000
|
|
Tradename/trademark
- United Games
|
|
0.45
|
|
|
|
4,000
|
|
|
|
4,000
|
|
Customer
contracts/relationships
|
|
5
|
|
|
|
-
|
|
|
|
825,000
|
|
|
|
|
|
|
|
991,000
|
|
|
|
1,816,000
|
|
Accumulated
amortization
|
|
|
|
|
|
(298,118
|
)
|
|
|
(239,315
|
)
|
Net
book value
|
|
|
|
|
$
|
692,882
|
|
|
$
|
1,576,685
|
|
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
Amortization
expense is expected to be as follows:
Fiscal
year ending March 31, 2021
|
|
$
|
173,150
|
|
Fiscal
year ending March 31, 2022
|
|
|
173,150
|
|
Fiscal
year ending March 31, 2023
|
|
|
115,338
|
|
Fiscal
year ending March 31, 2024
|
|
|
55,748
|
|
Fiscal
year ending March 31, 2025 and beyond
|
|
|
175,496
|
|
|
|
$
|
692,882
|
|
Impairment
of Long-Lived Assets
We
have adopted ASC Subtopic 360-10, Property, Plant and Equipment. ASC 360-10 requires that long-lived assets and certain identifiable
intangibles held and used by us be reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate.
Events relating to recoverability may include significant unfavourable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended period.
We
evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including
eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an
impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.
Effective
March 31, 2020 we fully impaired data processing equipment that had a cost basis of $2,025,500 and we fully impaired our long-term
license agreement that had a cost basis of $2,256,000 because we deemed the assets carrying amount was not recoverable as of that
date. As a result, impairment expense of $1,770,881 and $1,832,408 for the equipment and the license agreement, respectively,
was recorded for the year ended March 31, 2020. During the year ended March 31, 2020 we impaired the value of the customer contracts/relationships
originally acquired in our purchase of United Games, LLC and United League, LLC, therefore recognizing impairment expense of $627,452.
Fair
Value of Financial Instruments
Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous
market for the specific asset or liability.
U.S.
generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure
fair value, defined as follows:
|
Level
1:
|
Inputs
that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.
|
|
|
|
|
Level
2:
|
Inputs
other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly,
for substantially the full term of the asset or liability, including:
|
|
|
-
|
quoted
prices for similar assets or liabilities in active markets;
|
|
|
-
|
quoted
prices for identical or similar assets or liabilities in markets that are not active;
|
|
|
-
|
inputs
other than quoted prices that are observable for the asset or liability; and
|
|
|
-
|
inputs
that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
|
|
|
Level
3:
|
Inputs
that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing
the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions
surrounding the timing and amount of expected cash flows).
|
Our
financial instruments consist of cash, accounts receivable, and accounts payable. We have determined that the book value of our
outstanding financial instruments as of March 31, 2020 and March 31, 2019, approximates the fair value due to their short-term
nature.
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
Items
recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the
following items as of March 31, 2020:
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Cryptocurrencies
|
|
$
|
101,610
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
101,610
|
|
Total
Assets
|
|
$
|
101,610
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
101,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
liability
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
793,495
|
|
|
$
|
793,495
|
|
Total
Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
793,495
|
|
|
$
|
793,495
|
|
Items
recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the
following items as of March 31, 2019:
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Cryptocurrencies
|
|
$
|
142,061
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
142,061
|
|
Total
Assets
|
|
$
|
142,061
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
142,061
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
liability
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,358,901
|
|
|
$
|
1,358,901
|
|
Total
Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,358,901
|
|
|
$
|
1,358,901
|
|
Sale
and Leaseback
Through
our wholly-owned subsidiary, APEX Tek, LLC, we sell high powered data processing equipment (“APEX”) to our customers
and they lease the equipment back to SAFETek, LLC, another of our wholly-owned subsidiaries. We account for these transactions
under ASC 842-40 where the leaseback has been deemed a sales-type lease due to the lease term generally covering the entire economic
life of the equipment and our likelihood to purchase the asset at the end of the lease term. In accordance with ASC 842-40 we
have recorded the data processing equipment as a fixed asset on our balance sheet and we have accounted for the amounts received
for the equipment as a financial liability, in other liabilities on our balance sheet. Further, we will recognize interest on
the financial liability over the term of the lease to ensure the financial liability equates to the total amounts to be paid over
the life of the lease. During the year ended March 31, 2020 we recorded deferred interest of $40,792,735 as a contra-liability,
of which $2,257,399 was recognized into interest, resulting in $38,535,336 expected to be recognized into interest as follows:
Fiscal
year ending March 31, 2021
|
|
$
|
8,081,463
|
|
Fiscal
year ending March 31, 2022
|
|
|
8,158,547
|
|
Fiscal
year ending March 31, 2023
|
|
|
8,158,547
|
|
Fiscal
year ending March 31, 2024
|
|
|
8,158,547
|
|
Fiscal
year ending March 31, 2025 and beyond
|
|
|
5,978,232
|
|
|
|
$
|
38,535,336
|
|
During
the year ended March 31, 2020 we had the following activity related to our sale and leaseback transactions:
Proceeds
from sales of APEX
|
|
$
|
16,143,265
|
|
Debt
extinguished with the issuance of APEX
|
|
|
100,000
|
|
Interest
recognized on financial liability
|
|
|
2,257,399
|
|
Payments
made for leased equipment
|
|
|
(3,208,000
|
)
|
Total
financial liability
|
|
|
15,292,664
|
|
Other
current liabilities [1]
|
|
|
(11,407,200
|
)
|
Other
long-term liabilities, net of deferred interest
|
|
$
|
3,885,464
|
|
[1]
Represents lease payments to be made in the next 12 months
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
As
of March 31, 2020 we have received proceeds of $392,310 in additional deposits for APEX sales, which has been recorded in the
customer advance amount shown on our balance sheet.
Revenue
Recognition
Subscription
Revenue
The
majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription
revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer
and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide
services over a fixed subscription period, therefore we recognize revenue rateably over the subscription period and deferred revenue
is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a 10-day trial
period to first time subscription customers, during which a full refund can be requested if a customer does not like the product.
Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented
net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.
Equipment
Sales
We
generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing
activities: protein folding, CGI rendering, Game Streaming, Machine & Deep Learning, Mining, Independent Financial Verification,
and general high-speed computing. We recognize equipment sales revenue in accordance with ASC 606-10 where revenue is measured
based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified
in each contract. Our performance obligation is to deliver an equipment package to our customers which includes hardware, software,
and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when
the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a
separate third party that provides such services.
Cryptocurrency
Mining Service Revenue
In
the past we generated revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party
supplier. We recognized cryptocurrency mining service revenue in accordance with ASC 606-10 where revenue is measured based on
a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in
each contract. Our performance obligation was to arrange for the third-party to provide mining services to our customers and payment
is received at the time of purchase, therefore revenue was recognized upon receipt of payment. We recognized revenue in the amount
of the fee to which we are entitled to as an agent, or the amount of consideration that we retained after paying the third-party
the consideration received in exchange for the services the third-party was to provide.
Mining
Revenue
Through
our wholly owned subsidiary, SAFETek, LLC, we lease equipment under a sales-type lease and use the equipment on blockchain networks
to validate and add blocks of transactions to blockchain ledgers (commonly referred to as “mining”). As compensation
for mining we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us.
Our mining activities constitute our ongoing major and central operations of SAFETek, LLC. Because we do not have contracts, nor
do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately
granted to us as a result of our mining activities.
Fee
Revenue
We
generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and
Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration
specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.
Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified
Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we
receive payment for such advisory fees in the month following recognition.
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
Revenue
generated for the year ended March 31, 2020, was as follows:
|
|
Subscription
Revenue
|
|
|
Equipment
Sales
|
|
|
Cryptocurrency
Mining Service Revenue
|
|
|
Mining
Revenue
|
|
|
Fee
Revenue
|
|
|
Total
|
|
Gross
billings/receipts
|
|
$
|
24,471,532
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,745,138
|
|
|
$
|
13,279
|
|
|
$
|
26,229,949
|
|
Refunds,
incentives, credits, and chargebacks
|
|
|
(2,046,359
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,046,359
|
)
|
Amounts
paid to supplier
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
revenue
|
|
$
|
22,425,173
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,745,138
|
|
|
$
|
13,279
|
|
|
$
|
24,183,590
|
|
Foreign
revenues for the year ended March 31, 2020 were $21,191,788 while domestic revenue for the year ended March 31, 2020 was $2,991,802.
Revenue
generated for the year ended March 31, 2019 was as follows:
|
|
Subscription
Revenue
|
|
|
Equipment
Sales
|
|
|
Cryptocurrency
Mining Service Revenue
|
|
|
Mining
Revenue
|
|
|
Fee
Revenue
|
|
|
Total
|
|
Gross
billings/receipts
|
|
$
|
28,518,660
|
|
|
$
|
698,954
|
|
|
$
|
5,775,269
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
34,992,883
|
|
Refunds,
incentives, credits, and chargebacks
|
|
|
(1,495,458
|
)
|
|
|
(4,000
|
)
|
|
|
(6,501
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,505,959
|
)
|
Amounts
paid to supplier
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,827,843
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,827,843
|
)
|
Net
revenue
|
|
$
|
27,023,202
|
|
|
$
|
694,954
|
|
|
$
|
1,940,925
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
29,659,081
|
|
Foreign
revenues for the year ended March 31, 2019 were approximately $27.3 million while domestic revenue for the year ended March 31,
2019 was approximately $2.3 million.
Advertising,
Selling, and Marketing Costs
We
expense advertising, selling, and marketing costs as incurred. Advertising, selling, and marketing costs include costs of promoting
our product worldwide, including promotional events. Advertising, selling, and marketing expenses for the years ended March 31,
2020 and 2019, totalled $1,696,133 and $878,936, respectively.
Income
Taxes
We
have adopted ASC Subtopic 740-10, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method,
deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets
and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences
between taxable income reported for financial reporting purposes and income tax purposes consist primarily of derivative liability
and stock compensation accounting versus basis differences.
Net
Income (Loss) per Share
We
follow ASC Subtopic 260-10, Earnings per Share, which specifies 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. Convertible debt, stock options, and warrants have been excluded as common stock equivalents in the diluted loss
per share because their effect is anti-dilutive on the computation.
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
Potentially
dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:
|
|
March
31,
2020
|
|
|
March
31,
2019
|
|
Options
to purchase common stock
|
|
|
-
|
|
|
|
35,000
|
|
Warrants
to purchase common stock
|
|
|
-
|
|
|
|
5,052,497
|
|
Notes
convertible into common stock
|
|
|
45,743,298
|
|
|
|
52,162,055
|
|
Total
|
|
|
45,743,298
|
|
|
|
57,249,552
|
|
Lease
Obligation
We
determine if an arrangement is a lease at inception. Operating leases are included in the
operating lease right-of-use asset account, the operating lease liability, current account, and the operating lease liability,
long term account in our balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term
and lease liabilities represent our obligation to make lease payments arising from the lease.
Operating
lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over
the lease term. For leases in which the rate implicit in the lease is not readily determinable, we use our incremental borrowing
rate based on the information available at commencement date in determining the present value of lease payments. We
have elected to not apply the recognition requirements of ASC 842 to short-term leases (leases with terms of twelve months or
less). Lease terms include options to extend or terminate the lease when it is reasonably
certain that we will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis
over the lease term. We have elected the practical expedient and will not separate non-lease components from lease components
and will instead account for each separate lease component and non-lease component associated with the lease components
as a single lease component.
NOTE
3 – RECENT ACCOUNTING PRONOUNCEMENTS
There
are no recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material
impact on our financial statements.
NOTE
4 – GOING CONCERN AND LIQUIDITY
Our
financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates
the realization of assets and liquidation of liabilities in the normal course of business. We have incurred significant recurring
losses, which have resulted in an accumulated deficit of $46,382,174 as of March 31, 2020, along with a net loss of $21,285,191
for the year ended March 31, 2020. Additionally, as of March 31, 2020, we had a working capital deficit of $14,123,625. These
factors raise substantial doubt about our ability to continue as a going concern.
During
the year ended March 31, 2020, we raised $4,484,979 in cash proceeds from related parties, $2,527,452 in cash proceeds from new
lending arrangements, and $825,000 from the sale of common stock. Subsequent to March 31, 2020, we obtained $10,049,435 in cash
proceeds from new lending arrangements (see Note 13). Additionally, subject to a Securities Purchase agreement entered into in
April 2020 we have a commitment from an investor to purchase a $9 million promissory note on or before October 31, 2020, subject
to certain conditions.
On
January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International
Concern” and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread
of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of
public places and businesses. The coronavirus and actions taken to mitigate the spread of it have had and are expected to continue
to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the
Company operates. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted
to amongst other provisions, provide emergency assistance for individuals, families and businesses affected by the coronavirus
pandemic. It is unknown how long the adverse conditions associated with the coronavirus will last and what the complete financial
effect will be to the company. To date, the Company is experiencing challenges in multiple areas of the organization
and the full economic impact is yet to be established.
During
the year ended March 31, 2020 we made significant strides and wide sweeping changes. While we believe they will be beneficial
to our bottom line, there is no assurance of this. Some of the concerns we face going forward will continue, including but not
limited to:
|
●
|
Supply
chain issues for Apex Tek, LLC and the sourcing of miners due to the worldwide COVID pandemic and manufacturing slow downs
|
|
|
|
|
●
|
SAFETek,
LLC operations not scaling according to projections with decreased output due to mining difficulty and operational cost
|
|
|
|
|
●
|
Regulatory
reform that could adversely impact the use and demand of digital currencies
|
|
|
|
|
●
|
The
recent Bitcoin (BTC) halving event that further reduced mining output in addition to the supply chain issues
|
Apex
Tek, LLC and SAFETek, LLC carry additional risk and generated recent losses, however, they also provide Investview a stake in
4IR, HPC, app development, fintech, blockchain and personal money management sectors. Each of these are areas that are targeted
for significant growth spurred by innovations through technology which solidify our position in the fintech space.
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
While
our liabilities are larger than our assets it is important to note that we seek to further reduce our operating expense. The assets
we have acquired and will continue to seek out are those of technology, mobile apps, and human resources. These assets are not
easily defined on our balance sheet but represent our ability to carry out our objectives which we believe will ultimately lead
to positive cash flow, reduced debt and then profitability.
Accordingly,
the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America, which contemplate our continuation as a going concern and the realization of assets and satisfaction of liabilities
in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not
necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that
might result from the outcome of this uncertainty.
NOTE
5 – ACQUISITIONS
Acquisition
of United Games, LLC and United League, LLC
On
July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase
its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock. United Games,
LLC and United League, LLC provide distributor marketing back-office and commission tools and online sports gaming experience
for users of their applications distributed through their networks of affiliates therefore we expect significant synergies to
exist as a result of combining operations.
The
transaction was accounted for as a business combination using the acquisition method of accounting in accordance with the FASB
(ASC Topic 805). The following table summarizes the purchase accounting for the fair value of the assets acquired and liabilities
assumed at the date of the acquisition and the gain on bargain purchase which resulted from the fair value of the intangible assets
acquired exceeding the fair value of our common stock given as consideration:
Cash
|
|
$
|
3,740
|
|
Receivables
|
|
|
361,345
|
|
Intangible
assets (see Note 2)
|
|
|
1,816,000
|
|
Total
assets acquired
|
|
|
2,181,085
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
|
409,803
|
|
Total
liabilities assumed
|
|
|
409,803
|
|
|
|
|
|
|
Net
assets acquired
|
|
|
1,771,282
|
|
|
|
|
|
|
Consideration
[1]
|
|
|
800,000
|
|
|
|
|
|
|
Gain
on bargain purchase
|
|
$
|
971,282
|
|
|
[1]
|
The
50,000,000 shares of our common stock transferred as consideration in accordance with the Purchase Agreement was valued on
July 20, 2018, the date of acquisition, based on the weighted equity fair value of $0.016 per share as determined by a third-party
valuation firm.
|
United
Games, LLC and United League, LLC recorded combined revenue of $1,331,542 and a combined net income of $26,059 since the July
20, 2018 acquisition date, which were included in our consolidated statement of operations for the year ended March 31, 2019.
The
table below represents the pro forma revenue and net income (loss) for the years ended March 31, 2020 and 2019, assuming the acquisition
had occurred on April 1, 2017, pursuant to ASC Subtopic 805-10-50. This pro forma information does not purport to represent what
the actual results of our operations would have been had the acquisition occurred on this date nor does it purport to predict
the results of operations for future periods:
|
|
Year
Ended March 31,
|
|
|
|
2020
|
|
|
2019
|
|
Revenues
|
|
$
|
24,225,208
|
|
|
$
|
27,961,351
|
|
Net
(loss)
|
|
$
|
(19,429,574
|
)
|
|
$
|
(5,288,735
|
)
|
Loss
per common share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
NOTE
6 – RELATED PARTY TRANSACTIONS
Our
related party payables consisted of the following:
|
|
Year
Ended March 31,
|
|
|
|
2020
|
|
|
2019
|
|
Short-term
advances [1]
|
|
$
|
1,526,427
|
|
|
$
|
440,489
|
|
Short-term
promissory note entered into on 8/17/18 [2]
|
|
|
-
|
|
|
|
105,000
|
|
Promissory
note entered into on 1/30/20 [3]
|
|
|
1,033,333
|
|
|
|
-
|
|
Accounts
payable – related party [4]
|
|
|
55,000
|
|
|
|
-
|
|
|
|
$
|
2,114,760
|
|
|
$
|
545,489
|
|
[1]
|
We
periodically receive advances for operating funds from our current majority shareholders, officers, directors and other related
parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due
on demand, generally have no set interest rates associated with them, and are unsecured. During the year ended March 31, 2020,
we received $2,484,979 in cash proceeds from advances, incurred $769,999 in interest, and repaid related parties a total of
$1,292,160. Also during the year ended March 31, 2020 we settled $1,880 of amounts that were recorded as due prior to March
31, 2018, settled $100,000 by issuing APEX units, and settled $500,000 with the issuance of common stock.
|
|
|
[2]
|
A
member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due
to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due
on August 31, 2019. The note had a fixed interest payment of $5,000, which was recorded as interest expense in the statement
of operations during the year ended March 31, 2019. During the year ended March 31, 2020 we made repayments of $105,000 on
the note.
|
|
|
[3]
|
We
entered into a $1,000,000 promissory note with Joseph Cammarata, our Chief Executive Officer, on January 30, 2020. The term
of the note is one year, at which time the principal and interest of 20%, or $200,000 will be due. During the year ended March
31, 2020 we recognized $33,333 of interest expense on the note.
|
|
|
[4]
|
During
the year ended March 31, 2020 we entered into an employment agreement with Jayme McWidener as our Chief Financial Officer.
At the date we entered into the employment agreement we owed her firm, Mac Accounting Group, LLP, $75,000, which was reclassified
as a related party accounts payable balance on our balance sheet. We made repayments on the liability of $20,000 since the
date we entered into the employment agreement.
|
In
addition to the above related party debt transactions that were outstanding as of March 31, 2020 and 2019 we entered into a $3,600,000
convertible promissory note with a member of the senior management team on July 23, 2019. We received proceeds of $1,000,000 from
the note, including $900,000 in cash and $100,000 which offset amounts owing to the lender. In accordance with the terms of the
note we were required to repay a monthly minimum payment of $50,000 beginning January of 2020 through June of 2020 and a monthly
minimum payment of $100,000 beginning July of 2020 until the total principal amount has been repaid. The lender had the right
to convert up to $2,600,000 of the outstanding and unpaid principal amount into shares of our common stock at a conversion price
of $0.005 per share, subject to adjustment. At inception we recorded a beneficial conversion feature of $1,000,000 as a debt discount
(see Note 10) and we recorded $2,600,000 as a debt discount, representing the difference between the face value of the note and
the proceeds received. Effective March 31, 2020 we entered into a settlement agreement to issue 200,000,000 shares of our common
stock (see Note 10) to repay the $3,600,000 convertible promissory note and $500,000 worth of short-term advances (see [1] above),
for a total of $4,100,000 worth of related party debt settled. In conjunction with the settlement the full debt discount of $3,600,000
was recognized into interest expense during the year ended March 31, 2020.
In
addition to the above-mentioned related-party lending arrangements, during the year ended March 31, 2020 we sold 57 APEX units
to related parties for proceeds of $122,720, $100,000 of which was offset against short term advances (see [1] above). We made
233 lease payments to these related parties during the year ended March 31, 2020, equating to $116,500. During the year ended
March 31, 2019, we sold $41,500 worth of high-speed computer processing equipment to our then chief executive officer. This revenue
was included in the equipment sales reported on our statement of operations.
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
NOTE
7 – DEBT
Our
debt consisted of the following:
|
|
Year
Ended March 31,
|
|
|
|
2020
|
|
|
2019
|
|
Short-term
advance received on 8/31/18 [1]
|
|
$
|
65,000
|
|
|
$
|
75,000
|
|
|
|
|
|
|
|
|
|
|
Secured
merchant agreement for future receivables entered into on 2/14/19 [2]
|
|
|
-
|
|
|
|
641,687
|
|
Secured
merchant agreement for future receivables entered into on 2/14/19 [3]
|
|
|
-
|
|
|
|
468,790
|
|
Secured
merchant agreements for future receivables entered into on 2/14/19 [4]
|
|
|
-
|
|
|
|
597,060
|
|
Promissory
note entered into on 1/16/19 [5]
|
|
|
-
|
|
|
|
60,000
|
|
Secured
merchant agreements for future receivables entered into on 3/28/19 [6]
|
|
|
-
|
|
|
|
25,650
|
|
Convertible
promissory note entered into on 1/11/19 [7]
|
|
|
-
|
|
|
|
26,600
|
|
Convertible
promissory note entered into on 2/6/19 [8]
|
|
|
-
|
|
|
|
76,686
|
|
Convertible
promissory note entered into on 3/14/19 [9]
|
|
|
-
|
|
|
|
5,557
|
|
Secured
merchant agreement for future receivables entered into on 8/16/19 and refinanced on 12/10/19 [10]
|
|
|
1,223,615
|
|
|
|
-
|
|
Secured
merchant agreement for future receivables entered into on 8/16/19 [11]
|
|
|
260,090
|
|
|
|
-
|
|
Convertible
promissory note entered into on 3/5/20 [12]
|
|
|
13,072
|
|
|
|
-
|
|
Convertible
promissory note entered into on 3/11/20 [13]
|
|
|
7,549
|
|
|
|
-
|
|
|
|
$
|
1,569,326
|
|
|
$
|
1,977,030
|
|
[1]
|
In
August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured.
During the year ended March 31, 2020 we made repayments of $10,000.
|
|
|
[2]
|
During
September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access
to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the
terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts.
Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the
funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant
Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating
the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense.
|
During
January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to
working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of
the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date
of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception
of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we
replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to
a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into
interest expense.
During
February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to
working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a
September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the
agreement, we were required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt
discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off,
and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest
expense.
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
Effective
August 16, 2019 this debt was refinanced and the outstanding balance of $316,093 was rolled into a new debt arrangement, see notation
[10] below. During the year ended March 31, 2020, prior to the refinance, we repaid $451,886 and amortized $126,291 into interest
expense.
[3]
|
During
December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access
to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms
of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600
as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that
was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore
transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made
payments of $138,000 and amortized $179,600 into interest expense.
|
During
February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to
working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a
December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making
daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was
the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year
ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense.
Effective
August 16, 2019 this debt was refinanced and the outstanding balance of $297,033 was rolled into a new debt arrangement, see notation
[10] below. During the year ended March 31, 2020, prior to the refinance, we repaid $413,580 and amortized $241,822 into interest
expense.
[4]
|
During
October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access
to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms
of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500
as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that
was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore
transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made
payments of $371,620 and amortized $224,500 into interest expense.
|
During
February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to
working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an
October 2018 agreement (see above). In accordance with the terms of the agreement, we were required to repay $629,550 by making
daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was
the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February
2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance
with the terms of the agreement, we were required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded
$131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount
that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330
into interest expense.
Effective
August 16, 2019 this debt was refinanced and the outstanding balance of $382,000 was rolled into a new debt arrangement, see notation
[11] below. During the year ended March 31, 2020, prior to the refinance, we repaid $509,840 and amortized $294,780 into interest
expense.
[5]
|
In
January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances.
On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions.
The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1
million financing arrangement. During the year ended March 31, 2020, we repaid $60,000 of the amount due under the note.
|
|
|
[6]
|
During
March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access
to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms
of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500
as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that
was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense. During
the year ended March 31, 2020, we repaid $40,500 and amortized $14,850 into interest expense.
|
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
[7]
|
In
January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of
$3,000. The note incurs interest at 12% per annum and has a maturity date of April 11, 2020. The Convertible Promissory Note
has a variable conversion rate that is 65% of the lowest closing price during the previous 15-trading-day period, subject
to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we
recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended
March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest
expense on the note of $3,448. During the year ended March 31, 2020, we amortized $114,848 into interest expense, recorded
additional interest expense on the note of $40,977 (inclusive of a prepayment penalty), and paid off the note, accrued interest,
and prepayment penalties for $182,425.
|
|
|
[8]
|
In
February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a
$30,000 original issue discount and loan fees of $3,000, incurred interest at 12% per annum, and had a maturity date of August
6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the “Returnable Shares”)
to the note holder as a commitment fee (see Note 10), provided, however, the Returnable Shares must be returned to us if the
note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory
Note had a variable conversion rate that was 65% of the lowest trading price during the previous 20-trading-day period, subject
to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 8). We allocated the
proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value
of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and
captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization
of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172. During
the year ended March 31, 2020, we amortized $197,486 into interest expense, recorded additional interest expense on the note
of $11,136, and paid off the note and accrued interest for $285,308. In accordance with the terms of the agreement the 22,500,000
Returnable Shares were returned and cancelled (see Note 10).
|
|
|
[9]
|
In
March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000.
The note incurred interest at 12% per annum and had a maturity date of June 14, 2020. The Convertible Promissory Note had
a variable conversion rate that was 65% of the average of the two lowest closing prices during the previous 15-trading-day
period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 8).
At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During
the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded
additional interest expense on the note of $726. During the year ended March 31, 2020, we amortized $133,168 into interest
expense, recorded additional interest expense on the note of $43,983 (inclusive of a prepayment penalty), and paid off the
note, accrued interest, and prepayment penalties for $182,708.
|
|
|
[10]
|
During
August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access
to working capital. On August 15, 2019, we received proceeds from this arrangement of $339,270 after paying off $316,093 from
a February 2018 agreement (see notation [2] above) and $297,033 from a second February 2019 agreement (see notation [3] above).
In accordance with the terms of the agreement, we were required to repay $1,399,000 by making daily ACH payments of $6,823.
Accordingly, we recorded $446,604 as a debt discount at the inception of the agreement, which was the difference between the
funds received plus the earlier debt paid off, and the amount that was to be repaid.
|
Effective
December 10, 2019 this debt was refinanced and the outstanding balance of $839,514 was rolled into a new Secured Merchant Agreement
for future receivables. During the year ended March 31, 2020, prior to the refinance, we repaid $559,486 and amortized $446,605
into interest expense related to the August 2019 arrangement. As a result of the refinancing arrangement we received proceeds
of $854,801. In accordance with the terms of the agreement, we were required to repay $2,448,250 by making daily ACH payments
of $10,999. Accordingly, we recorded $753,935 as a debt discount at the inception of the agreement, which was the difference between
the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2020,
after the refinance, we repaid $747,932 and amortized $277,232 into interest expense related to the new December 2019 arrangement.
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
[11]
|
During
August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access
to working capital. In August 2019, we received proceeds from this arrangement of $418,381 after paying off $382,000 from
an October 2018 agreement (see notation [4] above). In accordance with the terms of the agreement, we were required to repay
$1,189,150 by making daily ACH payments of $5,801. Accordingly, we recorded $388,769 as a debt discount at the inception of
the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was
to be repaid. During the year ended March 31, 2020, we repaid $853,203 and amortized $312,912 into interest expense.
|
|
|
[12]
|
In
March 2020, we entered into a Convertible Promissory Note and received proceeds of $200,000 after incurring loan fees of $3,000.
The note incurs interest at 10% per annum and has a maturity date of June 2, 2021. The Convertible Promissory Note has a variable
conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject
to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we
recorded a debt discount of $203,000 and captured loan fees, recorded as interest expense, of $116,077. During the year ended
March 31, 2020, we amortized $11,626 into interest expense, and recorded additional interest expense on the note of $1,446.
|
|
|
[13]
|
In
March 2020, we entered into a Convertible Promissory Note and received proceeds of $150,000 after incurring loan fees of $3,000.
The note incurs interest at 10% per annum and has a maturity date of June 10, 2021. The Convertible Promissory Note has a
variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period,
subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception,
we recorded a debt discount of $153,000 and captured loan fees, recorded as interest expense, of $148,432. During the year
ended March 31, 2020, we amortized $6,711 into interest expense, and recorded additional interest expense on the note of $838.
|
In
addition to the above debt transactions that were outstanding as of March 31, 2020 and 2019, during the year ended March 31, 2020,
we also received proceeds of $200,000 from two additional short-term notes ($100,000 each) and received proceeds of $140,000,
$100,000, and $125,000 from three separate convertible promissory notes. During the year ended March 31, 2020, we recorded interest
expense of $30,000 for fixed interest and extension fees on the short-term notes and made total cash payments of $230,000 to extinguish
the interest and principal amounts due on the short-term notes. During the year ended March 31, 2020, we accounted for the conversion
features in the convertible notes as a derivative instrument, therefore at inception recorded a debt discounts of $374,000 and
captured loan fees, recorded as interest expense, of $945,060. By the time we repaid the convertible notes we had amortized the
full debt discount of $374,000 into interest expense, recorded additional interest expense on the notes of $119,931 (inclusive
of prepayment penalties), and paid off the notes, accrued interest, and prepayment penalties for $493,931.
NOTE
8 – DERIVATIVE LIABILITY
During
the years ended March 31, 2020 and 2019, we had the following activity in our derivative liability account:
Derivative
liability at March 31, 2018
|
|
$
|
-
|
|
Derivative
liability recorded on new instruments
|
|
|
1,144,525
|
|
Change
in fair value
|
|
|
214,376
|
|
Derivative
liability at March 31, 2019
|
|
|
1,358,901
|
|
Derivative
liability recorded on new instruments
|
|
|
1,924,569
|
|
Derivative
liability extinguished with notes settled
|
|
|
(1,918,744
|
)
|
Change
in fair value
|
|
|
(571,231
|
)
|
Derivative
liability at March 31, 2020
|
|
$
|
793,495
|
|
We
use the binomial option pricing model to estimate fair value for those instruments convertible into common stock, at inception,
at conversion or settlement date, and at each reporting date. During the year ended March 31, 2020 and 2019, the assumptions used
in our binomial option pricing model were in the following range:
|
|
|
Year
Ended March 31,
|
|
|
|
|
2020
|
|
|
|
2019
|
|
Risk
free interest rate
|
|
|
0.17%
- 2.13
|
%
|
|
|
2.40%
- 2.58
|
%
|
Expected
life in years
|
|
|
0.03
- 1.25
|
|
|
|
0.35
- 1.25
|
|
Expected
volatility
|
|
|
224%
- 381
|
%
|
|
|
222%
- 268
|
%
|
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
NOTE
9 – OPERATING LEASE
In
February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (“ROU”)
model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases. Leases are classified
as either finance or operating with classification affecting the pattern of expense recognition in the statement of operations.
We adopted ASU No. 2016-02 on April 1, 2019. We did not record a lease asset and lease liability as of the adoption date as we
had no lease arrangements or lease obligation at that time.
During
the year ended March 31, 2020 we entered two operating leases for office space in Eatontown, New Jersey (the “Eatontown
Lease”) and Kaysville, Utah (the “Kaysville Lease”). We have the option to extend the three-year lease term
of the Eatontown Lease for a period of one year. In addition, we are obligated to pay twelve monthly instalments to cover an annual
utility charge of $1.75 per rentable square foot for electric usage within the demised premises. As the lessor has the right to
digitally meter and charge us, these payments were deemed variable and will be expensed as incurred. During the year ended March
31, 2020 the variable lease costs amounted to $2,217. At commencement of the Eatontown Lease, right-of-use assets obtained in
exchange for new operating lease liabilities amounted to $110,097. We have the option to extend the twelve-and-a-half-month lease
term of the Kaysville Lease for a period of one year. At commencement of the Kaysville Lease, right-of-use assets obtained in
exchange for new operating lease liabilities amounted to $21,147.
Operating
lease expense was $41,027 for the year ended March 31, 2020. Operating cash flows used for the operating leases during the year
ended March 31, 2020 was $33,694. As of March 31, 2020, the weighted average remaining lease term was 2.15 years and the weighted
average discount rate was 12%.
Future
minimum lease payments under non-cancellable leases as of March 31, 2020 were as follows:
2021
|
|
$
|
56,794
|
|
2022
|
|
|
48,000
|
|
2023
|
|
|
16,000
|
|
Total
|
|
|
120,794
|
|
Less:
Interest
|
|
|
(13,996
|
)
|
Present
value of lease liability
|
|
|
106,798
|
|
Operating
lease liability, current [1]
|
|
|
(56,530
|
)
|
Operating
lease liability, long term
|
|
$
|
50,268
|
|
[1]
Represents lease payments to be made in the next 12 months
NOTE
10 – STOCKHOLDERS’ EQUITY
Preferred
Stock
We
are authorized to issue up to 50,000,000 shares of preferred stock with a par value of $0.001 and our board of directors has the
authority to issue one or more classes of preferred stock with rights senior to those of common stock and to determine the rights,
privileges, and preferences of that preferred stock.
During
the year ended March 31, 2020 our Board of Directors approved the designation of 2,000,000 of the Company’s shares of preferred
stock as Series B Convertible Preferred Stock. Our Series B Convertible Preferred Stock holders are entitled to 500 votes per
share, are entitled to receive cumulative dividends at the annual rate of 12% per annum of the liquidation price, equal to $1.20
per share, and can convert one Series B Preferred Stock share into 500 shares of our common stock. As of March 31, 2020 and 2019,
we had no preferred stock issued or outstanding.
Common
Stock Transactions
During
the year ended March 31, 2020, we issued 59,215,648 shares of common stock in exchange for net proceeds of $825,000. Effective
March 31, 2020 we entered into a settlement agreement to issue 200,000,000 shares of our common stock to repay a $3,600,000 convertible
promissory note and $500,000 worth of short-term advances, for a total of $4,100,000 worth of related party debt settled (see
Note 6).
During
the year ended March 31, 2020 we issued 522,000,000 shares of common stock, valued at $4,561,500 based on the market value on
the day of issuance, to multiple employees for services and compensation, which is subject to forfeiture if the employee is not
in good standing at the time the shares are fully vested, or in some cases, if certain milestones are not met. Of the $4,561,500
value we recognized $2,836,843 as an expense during the year ending March 31, 2020 and the remaining $1,724,657 will be recognized
rateably over the vesting term. In addition to the shares issued to employees, we also issued an additional 15,618,592 shares
of common stock, valued at $261,800 based on the market value on the day of issuance, for services.
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
During
the year ended March 31, 2020 we repurchased 5,150 shares of common stock for $102 and we cancelled 22,500,000 shares that were
returned in accordance with the terms of a Convertible Promissory Note (see Note 6), reducing common stock by $22,500 and increasing
additional paid in capital by the same. We also cancelled 200,000,000 shares returned in conjunction with the termination of a
Joint Venture Agreement entered into in March of 2019, reducing common stock by $200,000, reducing additional paid in capital
by $3,180,000, offset with a reduction in our prepaid asset of $3,380,000. During the year ended March 31, 2020 we recorded a
beneficial conversion feature of $1,000,000 related to a convertible promissory note entered into with a related party (see Note
6).
In
conjunction with the sale of common stock during the year ended March 31, 2018, we provided a guarantee to certain individuals
such that we would issue additional shares of our common stock if the average closing price of our common stock fell below $0.02
per share on the 20 days preceding the 18-month anniversary of the date the shares were originally sold. As a result of this guarantee,
we had recorded $626,388 in accounts payable and accrued liabilities on our balance sheet as of March 31, 2018. During the year
ended March 31, 2019, the 18-month anniversary passed without the common stock falling below the set threshold, therefore, we
were released from the guarantee, and we increased additional paid-in capital by $525,000 to remove the previously recorded offering
costs. During the year ended March 31, 2020, the 18-month anniversary passed without the common stock falling below the set threshold,
therefore, we were released from the guarantee, and we increased additional paid-in capital by $101,387 to remove the previously
recorded offering costs.
During
the year ended March 31, 2019, we issued 50,000,000 shares of common stock for the acquisition of United Games, LLC and United
League, LLC (see Note 5). We also issued 1,000,000 shares of common stock in August and 1,000,000 shares of common stock in March,
valued at $10,000 and $17,600, respectively, based on the market price on the day of issuance, to an employee for compensation.
The shares are subject to forfeiture if the employee is not in good standing six months after the date of issuance. During the
year ended March 31, 2019, the $10,000 was recognized as expense and of the $17,600 we recognized $2,933 as an expense and $14,667
was recorded as a prepaid asset. Also during the year ended March 31, 2019, we issued 400,000,000 shares of common stock with
a value of $6,760,000 based on the market price on the date of issuance, for an agreement to partner with a third party to generate
future revenues. The 400,000,000 shares are subject to forfeiture for five years from the date of issuance, such that shares will
be deemed earned upon meeting certain milestones. We are recognizing the expense rateably over the five-year term and recorded
$96,307 in expense during the year ended March 31, 2019, while recording $6,663,693 as a prepaid asset as of March 31, 2019. During
the year ended March 31, 2019, we entered into a common stock purchase agreement that provides cash of $1,000,000 in exchange
for shares of our common stock. In conjunction with that agreement, we issued 3,000,000 shares of common stock that was accounted
for as offering costs, increasing common stock by $3,000 and decreasing additional paid-in capital by $3,000, to offset any proceeds
from the future equity transactions resulting from the agreement. During the year ended March 31, 2019, we issued 22,500,000 shares
as a commitment fee in conjunction with a debt arrangement, whereby the shares were valued at $69,871 based on the allocation
of debt proceeds (see Note 7). Also during the year ended March 31, 2019, we repurchased 7,000,000 shares of common stock for
$91,000.
As
of March 31, 2020 and 2019, we had 3,214,490,408 and 2,640,161,318 shares of common stock issued and outstanding, respectively.
Employee
Stock Options
The
nonqualified plan adopted in 2007 authorizes 65,000 shares, of which 47,500 have been granted as of March 31, 2020. The qualified
plan adopted in October of 2008 authorizes 125,000 shares and was approved by a majority of our shareholders on September 16,
2009. As of March 31, 2020, 42,500 shares have been granted under the 2008 plan. During the year ended March 31, 2020 all previously
outstanding options expired and no new options were granted.
The
following table summarizes the changes in employee stock options outstanding and the related prices for the shares of our common
stock issued to employees under two employee stock option plans:
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
Number
of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Shares
|
|
|
Price
|
|
|
Life
(years)
|
|
|
Value
|
|
Options
outstanding at March 31, 2018
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
1.51
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Cancelled
/ expired
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Options
outstanding at March 31, 2019
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
0.51
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Cancelled
/ expired
|
|
|
(35,000
|
)
|
|
$
|
10.00
|
|
|
|
|
|
|
|
|
|
Options
outstanding at March 31, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Options
exercisable at March 31, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
Stock-based
compensation expense in connection with options granted to employees for the year ended March 31, 2020 and 2019, was $0.
Warrants
During
the year ended March 31, 2020 all previously outstanding warrants expired and no new warrants were granted. Transactions involving
our warrants are summarized as follows:
|
|
|
|
|
Weighted
|
|
|
|
Number
of
|
|
|
Average
|
|
|
|
Shares
|
|
|
Exercise
Price
|
|
Warrants
outstanding at March 31, 2018
|
|
|
6,169,497
|
|
|
$
|
1.50
|
|
Granted
/ restated
|
|
|
-
|
|
|
$
|
-
|
|
Cancelled
|
|
|
-
|
|
|
$
|
-
|
|
Expired
|
|
|
(1,117,000
|
)
|
|
$
|
(1.48
|
)
|
Warrants
outstanding at March 31, 2019
|
|
|
5,052,497
|
|
|
$
|
1.50
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
Cancelled
|
|
|
-
|
|
|
$
|
-
|
|
Expired
|
|
|
(5,052,497
|
)
|
|
$
|
(1.50
|
)
|
Warrants
outstanding at March 31, 2020
|
|
|
-
|
|
|
$
|
-
|
|
NOTE
11 – COMMITMENTS AND CONTINGENCIES
Litigation
In
the ordinary course of business, we may be or have been involved in legal proceedings from time to time. Below is a description
of all legal proceedings we were involved in during the year ended March 31, 2020 and 2019:
|
●
|
In
February 2018, we received a subpoena from the United States Commodity Futures Trading Commission (“CFTC”). We
complied with the terms of the subpoena, negotiated a resolution of this matter with the CFTC staff, and a final order was
issued on September 14, 2018. Under the order, we did not admit or deny any of the allegations, agreed to pay a fine of $150,000,
and agreed not to act as an unregistered Commodities Trading Advisor in the future. As of March 31, 2020, we have paid all
amounts owed to CFTC and no unpaid balance remains.
|
|
|
|
|
●
|
In
April of 2019, we received a Summons and Complaint from Fibernet Corp making claims of unpaid invoices and breach of contracts
entered into in February 2012 and January 2015 as RazorData Corp. Without admitting fault or liability, in June of 2019, we
entered into an agreement with Fibernet Corp to settle all claims and release us from any future claims in exchange for a
payment of $35,160 to avoid ongoing litigation related to this matter.
|
NOTE
12 – INCOME TAXES
Deferred
taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates
on the date of enactment. The Company used an effective tax rate of 30% when calculating the deferred tax assets and liabilities
and income tax provision below.
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
Net
deferred tax assets consist of the following components as of March 31, 2020 and 2019:
|
|
2020
|
|
|
2019
|
|
Deferred
tax assets:
|
|
|
|
|
|
|
|
|
NOL
carryover
|
|
$
|
7,215,400
|
|
|
$
|
2,363,900
|
|
Accrued
Payroll
|
|
|
207,100
|
|
|
|
209,100
|
|
Amortization
|
|
|
275,700
|
|
|
|
49,100
|
|
Related
party accruals
|
|
|
10,000
|
|
|
|
1,500
|
|
Deferred
tax liabilities
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
(899,300
|
)
|
|
|
(1,200
|
)
|
Valuation
allowance
|
|
|
(6,808,900
|
)
|
|
|
(2,622,400
|
)
|
Total
long-term deferred income tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
The
income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pre-tax
income from continuing operations for the years ended March 31, 2020 and 2019, due to the following:
|
|
2020
|
|
|
2019
|
|
Book
income (loss)
|
|
$
|
(6,385,600
|
)
|
|
$
|
(1,493,400
|
)
|
Stock
for services
|
|
|
929,600
|
|
|
|
32,800
|
|
Amortization
|
|
|
38,400
|
|
|
|
(33,100
|
)
|
Contingent
liability
|
|
|
-
|
|
|
|
(45,000
|
)
|
Unrealized
gain on cryptocurrency
|
|
|
(34,000
|
)
|
|
|
(31,900
|
)
|
Meals
and entertainment
|
|
|
15,900
|
|
|
|
12,400
|
|
Non-cash
interest expense
|
|
|
765,700
|
|
|
|
315,800
|
|
Depreciation
|
|
|
(821,700
|
)
|
|
|
(7,200
|
)
|
Related
party accruals
|
|
|
8,500
|
|
|
|
1,500
|
)
|
Related
party accrued payroll
|
|
|
(2,000
|
)
|
|
|
174,600
|
|
Gain
on deconsolidation of WG LATAM
|
|
|
(16,100
|
)
|
|
|
-
|
|
Gain
on bargain purchase
|
|
|
-
|
|
|
|
(291,400
|
)
|
(Gain)/Loss
on value of derivative liabilities
|
|
|
(171,400
|
)
|
|
|
64,300
|
|
Stock
issued for loan fees
|
|
|
-
|
|
|
|
21,000
|
|
Impairment
of prepaid paid for with equity
|
|
|
549,700
|
|
|
|
-
|
|
Amortization
of prepaid paid for with equity
|
|
|
248,600
|
|
|
|
45,100
|
|
Valuation
allowance
|
|
|
4,874,400
|
|
|
|
1,234,500
|
|
Total
long-term deferred income tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
At
March 31, 2020, we had net operating loss carry forwards of approximately $24,051,000 that may be offset against future taxable
income for the year 2021 through 2040. However, due to the change in ownership provisions of the Tax Reform Act of 1986, the NOL
accumulated prior to the April 1, 2017, acquisition can only offset future income of up to $13,837 per year until expired. Should
additional changes in ownership occur, net operating loss carry forwards in future years may be further limited.
No
tax benefit from continuing or discontinued operations have been reported in the March 31, 2020, consolidated financial statements
since the potential tax benefit is offset by a valuation allowance of the same amount.
We
comply with the provisions of FASB ASC 740 in accounting for our uncertain tax positions. ASC 740 addresses the determination
of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under
ASC 740, we may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position
will be sustained on examination by the taxing authorities, based on the technical merits of the position. We have determined
that we have no significant uncertain tax positions requiring recognition under ASC 740.
INVESTVIEW,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2020 AND 2019
We
recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. We had
no accruals for interest and tax penalties at March 31, 2020 and 2019.
We
do not expect the amount of unrecognized tax benefits to materially change within the next 12 months.
We
are required to file income tax returns in the U.S. Federal jurisdiction, in New York State, New Jersey, and in Utah. We are no
longer subject to income tax examinations by tax authorities for tax years ending before March 31, 2016. During the year ended
March 31, 2020 and 2019 we paid income taxes of $7,383 and $70,768, respectively.
NOTE
13 – SUBSEQUENT EVENTS
Subsequent
to March 31, 2020, we received proceeds of $2,091,135 in short-term advances from related parties, $2,000,000 from a short-term
promissory note with a related party, and $400,000 from a short-term promissory note with a non-related party. Additionally, we
received $505,300 in proceeds from the Paycheck Protection Program as established by the CARES Act, along with an additional $500,000
in proceeds from a loan with the U.S. Small Business Administration.
Subsequent
to March 31, 2020, we repurchased 9,079 shares of our common stock from a third party. These shares were immediately cancelled.
Also subsequent to March 31, 2020 we issued 21,000,000 shares of our common stock for services and compensation.
In
accordance with ASC Topic 855, Subsequent Events, we have evaluated subsequent events through the date of this filing and have
determined that there are no additional subsequent events that require disclosure.
Business
Corporate
History
Investview,
Inc. was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In
January 2005, we changed domicile to Nevada and changed our name to Voxpath Holding, Inc. In September of 2006, we merged The
Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holding, Inc. and then changed our name to TheRetirementSolution.Com,
Inc. and in October 2008 changed our name to Global Investor Services, Inc., before changing our name to Investview, Inc., on
March 27, 2012.
On
March 31, 2017, we entered into a Contribution Agreement with the members of Wealth Generators, LLC, a limited liability company
(“Wealth Generators”), pursuant to which the Wealth Generators Members agreed to contribute 100% of the outstanding
securities of Wealth Generators in exchange for an aggregate of 1,358,670,942 shares of our common stock. This closing occurred
after close of business on March 31, 2017, therefore, effective April 1, 2017, Wealth Generators became our wholly owned subsidiary.
On
June 6, 2017, we entered into an Acquisition Agreement with Market Trend Strategies, LLC, a company whose members are also former
members of our management. Under the Acquisition Agreement, we spun-off our operations that existed prior to the merger with Wealth
Generators and sold the intangible assets used in those pre-merger operations in exchange for Market Trend Strategies’ assumption
of $419,139 in pre-merger liabilities.
On
February 28, 2018, we filed a name change for Wealth Generators LLC to Kuvera LLC (“Kuvera”). This did not
affect the company’s tax and federal identification.
On
May 7, 2018, we established WealthGen Global, LLC as a Utah limited liability company and our wholly owned subsidiary.
On
July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase
its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock.
On
November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European
Union.
On
December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from
the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities
Trading Advisor, Commodity Pool Operator, and approved for over the counter FOREX advisory services.
On
January 17, 2019, we renamed our nonoperating wholly owned subsidiary WealthGen Global, LLC to SAFETek, LLC, a Utah limited liability
company.
Effective
July 22, 2019 we renamed our non-operating wholly owned subsidiary Razor Data, LLC to Apex Tek, LLC, a Utah Limited Liability
Company.
Overview
Investview
has established a portfolio of wholly owned subsidiaries that deliver leading edge technologies, services and research, primarily
dedicated to the individual consumer. As financial technologies evolve, Investview seeks to deliver innovative methods and products
to enable participation in emerging markets and information technology advancements for individuals and companies. Each of its
subsidiaries are designed to work in tandem with one another generating a worldwide presence for Investview.
Our
largest subsidiary is Kuvera LLC, which delivers financial education, technology and research to individuals through a subscription-based
model. Kuvera, LLC provides research, education, and investment tools designed to assist the self-directed investor in successfully
navigating the financial markets. These services include research, trade alerts, and live trading rooms that include instruction
in equities, options, FOREX, ETFs, binary options, crowdfunding and cryptocurrency sector education. In addition to trading tools
and research, we also offer full education and software applications to assist the individual in debt reduction, increased savings,
budgeting, and proper tax management. Each product subscription includes a core set of trading tools/research along with the personal
finance management suite to provide an individual with complete access to the information necessary to cultivate and manage his
or her financial situation. Kuvera operations are located at Salt Lake City, Utah and more information can be found at kuveraglobal.com.
Kuvera
France S.A.S. is our entity in France that distributes Kuvera products and services throughout the European Union.
S.A.F.E.
Management, LLC is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated
trading strategies to individuals who find they lack the time to trade for themselves. SAFE is committed to bringing innovative
trade methodologies, strategies and algorithms for all worldwide financial markets. SAFE Management is a state registered investment
adviser and operations are located in our Eatontown, New Jersey Corporate Finance location. More information regarding S.A.F.E.
Management, LLC can be found at safeadvglobal.com.
SAFETek,
LLC (formerly WealthGen Global, LLC) is a new addition that we established for expansion plans in the high-speed processing computing
space. SAFETek, LLC is in the process of deploying a large scale processing operation that can be used for any of the following
intense processing activities: protein folding, CGI rendering, Game Streaming, Machine & Deep Learning, Mining, Independent
Financial Verification, and general high-speed computing. Key trending markets for Data Computation include Internet of Things,
Smart Homes, smart cities, smart devices, Artificial intelligence, blockchain technology, Virtual Reality, 3D animation, and health
technology data to name a few. More information regarding SAFETek, LLC can be found at safeteksolutions.com.
Apex
Tek, LLC (formerly Razor Data, LLC) is the entity responsible for sales of the Apex program. Launched in September 2019, the Apex
product pack includes hardware, firmware, software and insurance that can be purchased and then leased to SAFETek LLC. Apex is
a technology asset that creates passive income for those who desire to diversify their holdings. More information can be found
at apextekglobal.com.
Government
Regulation
We
have historically positioned the company as a knowledge provider and educator that seeks to augment a user’s informed decision-making
process, rather than to act as a conductor of investment decisions or a representative of investment services. As such, most of
our activities do not fall within the scope of securities industry regulation. Most of our products and services also do not require
that any representative distributing our services conduct themselves as an investment advisor or broker. However, our subsidiary
S.A.F.E. Management, LLC, recently received its registration and disclosure approval from the National Futures Association. S.A.F.E.
Management, LLC is now a New Jersey State Registered Investment Adviser (“RIA”), Commodities Trading Advisor (“CTA”),
and Commodity Pool Operator registered with the U.S. Commodity Futures Trading Commission (“CFTC”), and is approved
by the CFTC for over the counter FOREX advisory services. As a New Jersey-registered RIA, we are required to comply with the laws
and regulations of those states in which we have the requisite number of customers governing the activities of investment advisers
and the fees they can charge, as well as certain provisions of the Investment Adviser Act of 1940. As a CFTC registered CTA, Commodity
Pool Operator, and FOREX adviser, we are required to comply with federal law and CFTC rules regulating those activities.
We
have established these registrations and the advisory structure to offer automated trade execution, which is managed by S.A.F.E.
Management, LLC, in its capacity as an RIA, for equities and equity options and in its capacity as a CTA for commodities, futures,
and OTC Forex. In addition, SAFE provides traditional advisory services for clients who do not wish to trade for themselves. Automation
of trades is only available through S.A.F.E. Management. No additional approvals are required for any of our current business
activities. The cost of maintaining this additional regulated entity could have a material adverse effect on our business and
could subject us to regulatory enforcement actions.
We
are subject to government regulation in connection with securities laws and regulations applicable to all publicly owned companies
as well as laws and regulations applicable to businesses generally. We are also increasingly subject to governmental regulation
and legislation specifically targeting Internet companies, such as privacy regulations adopted at the local, state, national and
international levels and taxes levied at the state level. Due to the increasing use of the internet, enforcement of existing laws,
such as consumer protection regulations, in connection with web-based activities has become more aggressive, and it is expected
that new laws and regulations will continue to be enacted at the local, state, national, and international levels. Such new legislation,
alone or combined with increasingly aggressive enforcement of existing laws, could have a material adverse effect on our future
operating performance and business.
Employees
As
of December 15, 2020, we had 20 employees.
Internet
Address
Additional
information concerning our business can be found on our website at www.investview.com for the most up-to-date corporate
financial information, presentation announcements, transcripts, and archives. Information regarding our products and services
offered by our wholly owned subsidiary, Kuvera LLC, may be found at www.kuveraglobal.com. SAFE Management LLC services
can be viewed at www.safeadvglobal.com. Apex Tek LLC product information can be found at: www.apextekglobal.com
and SAFETek, LLC information is available at www.safeteksolutions.com. Web site links provided in may change in the future.
We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file such material with
or furnish it to the Securities and Exchange Commission.
Transfer
Agent
The
Transfer Agent for the Company’s stock is VStock Transfer, LLC., 18 Lafayette Place, Woodmere, New York 11598. Phone
212-828-8436 – Fax 646-536-3179
PRICE
RANGE OF COMMON STOCK AND DIVIDEND POLICY
Market
Information
Our
common stock is traded on the OTCQB under the symbol “INVU.” The following table sets forth the range of low and high
closing sale prices for our common stock for each of the periods indicated as reported and summarized by the OTCQB:
|
|
Low
|
|
|
High
|
|
|
|
|
|
|
|
|
2021
|
|
|
|
|
|
|
|
|
Third
Quarter (through December 15, 2020)
|
|
$
|
0.015
|
|
|
$
|
0.005
|
|
Second Quarter
|
|
$
|
0.016
|
|
|
$
|
0.030
|
|
First Quarter
|
|
$
|
0.016
|
|
|
$
|
0.041
|
|
2020:
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
$
|
0.012
|
|
|
$
|
0.043
|
|
Third Quarter
|
|
$
|
0.010
|
|
|
$
|
0.015
|
|
Second Quarter
|
|
$
|
0.010
|
|
|
$
|
0.012
|
|
First Quarter
|
|
$
|
0.005
|
|
|
$
|
0.010
|
|
2019:
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
$
|
0.008
|
|
|
$
|
0.037
|
|
Third Quarter
|
|
$
|
0.006
|
|
|
$
|
0.020
|
|
Second Quarter
|
|
$
|
0.030
|
|
|
$
|
0.010
|
|
First Quarter
|
|
$
|
0.011
|
|
|
$
|
0.030
|
|
As
of December 15, 2020, we had approximately 620 stockholders of record of our common stock and 3,062,481,329
shares of common stock issued and outstanding.
Dividends
Holders
of shares of common stock are entitled to share pro rata in dividends and distributions for the common stock when, as, and if
declared by the board of directors out of funds legally available therefor. We have not paid any dividends on our common stock
and intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy is subject
to the discretion of the board of directors and will depend upon a number of factors, including future revenues, capital requirements,
overall financial condition, and such other factors as our board of directors deems relevant.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements
included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. When
the words “believe,” “expect,” “plan,” “project,” “estimate,” and
similar expressions are used, they identify forward-looking statements. These forward-looking statements 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 that may cause the actual results, performance, or achievements 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 U.S. Securities and Exchange Commission. The forward-looking statements included are made only as of the date of this
report. We disclaim any obligation to update any forward-looking statements whether as a result of new information, future events,
or otherwise.
Plan
of Operations
We
are now under the leadership of Joseph Cammarata, Chief Executive Officer, who was installed on December 3, 2019, to properly
position the company as a financial technology (“FINTECH”) operation. At this time, we
were in final phases of the establishment of Apex Tek, LLC, SAFETek, LLC and the full registration of SAFE Management LLC, our
Registered Investment Advisor when we began this re-alignment. Shortly after this undertaking, we began to experience effects
of COVID 19 on various aspects of our business operations. As a result, we needed to preserve capital and make necessary cutbacks
to ensure we could survive the conditions created by the pandemic along with preparing for the unforeseen post pandemic global
economic climate.
Our
subsidiaries and their operations, if any, include the following:
|
-
|
Kuvera
LLC and Kuvera France distribute our financial education platform and services that are dedicated to the individual consumer.
Kuvera and Kuvera France are managed by Chad Garner, President of Kuvera, and utilize an affiliate or network marketing model
for distribution. In late 2019, early 2020, as COVID 19 was beginning to spread worldwide, the Kuvera companies completed
a product and bonus plan rebuild and was able to launch these services and create stabilized monthly revenue.
|
|
|
|
|
-
|
Apex
Tek, LLC and SAFETek, LLC, our subsidiaries that sold the APEX package, saw rapid growth during fiscal 2020. Under the program
we sold high powered data processing equipment to our customers and they leased the equipment back to us. We began to experience
difficulties in sourcing equipment for the program which later revealed itself to be early supply chain issues related to
COVID 19. The supply chain, delivery, customs, and lack of human resources caused by global and U.S. lockdowns further caused
issues in deploying the equipment. On June 30, 2020, we temporarily discontinued the APEX program to assess the delays, audit
the transaction and determine our ability to meet the lease commitments. The assessment took place in July and August and
indicated we would not be able to meet the APEX lease obligations and would be in default to the lease holders. In September,
our board of directors voted to approve a buyback program wherein all APEX purchasers were offered a 48-month promissory note
to ensure a 125% return of their purchase price in exchange for cancellation of the lease and our purchase of all rights and
obligations under the lease. The buyback program also ensured all APEX purchasers were able to purchase a protection plan
from a third-party provider, wherein each purchaser could protect their initial purchase price and obtain 50% of their APEX
purchase price at five years or 100% of the APEX purchase price at ten years. The lease buyback program closed on November
30, 2020, with approximately 99% of the APEX purchasers accepting the offer. Apex Tek, LLC will discontinue operations while
SAFETek LLC will continue to operate and expand its high-speed processing operations.
|
|
|
|
|
-
|
SAFE
Management LLC, a Registered Investment Advisor and Commodity Trading Advisor, did not receive the necessary marketing and
management required for growth and is currently being reviewed for restructuring and alignment to our future goals.
|
|
|
|
|
-
|
United
Games, United League, and Investment Tools & Training, LLC have had no operations and will be restructured or eliminated
completely as we continue to streamline operations.
|
We
are concentrating our efforts on the distribution capabilities of Kuvera and the
growth of SAFETek processing operations to ensure all efforts are aligned to reach our primary goal
of profitability. Further, we have entered into strategic partnerships and have closed a multi-part financing agreement
with DBR Capital, LLC, which included adding James Bell and David Rothrock to our board of directors. The
consultation of DBR Capital, LLC along with the FINTECH leadership of Joseph Cammarata has established us as a diversified
financial technology and global distributor organization that operates through its subsidiaries to provide financial education
tools, content, research and management of digital asset technology that mines cryptocurrencies, with a focus on Bitcoin mining
and the generation of digital assets.
Results
of Operations
Three
Months Ended September 30, 2020 Compared to
Three Months Ended September 30, 2019
Revenues
We
recorded net revenue of $7,753,337 for the three months ended September 30, 2020, which was an increase of $511,213 or 7%, from
the prior period revenue of $7,242,124. The increase can be explained by our $2,493,739 increase in mining revenues earned in
the current year as a result of our cryptocurrency mining operations versus no such revenue in the prior year. This was offset
by a decrease in subscription sales of $1,980,867, which was mostly due to the impact of the Covid-19 pandemic and its overall
impact to the economy. Our gross billings increased by 3%, or $266,075, to $8,096,604 in the three months ended September 30,
2020, versus $7,830,529 in the three months ended September 30, 2019; however, this was offset by refunds, incentives, credits,
chargebacks, and amounts paid to suppliers.
Operating
Costs and Expenses
We
recorded operating costs and expenses of $7,182,320 for the three months ended September 30, 2020, which was a decrease of $2,132,923,
or 23%, from the prior period’s operating costs and expenses of $9,315,243. The decrease can be explained by the decrease
in our salary and related expenses of $1,751,038, or 68%, from $2,567,592 for the three months ended September 30, 2019, to $816,554
for the three months ended September 30, 2020, the decrease in commissions of $930,464, or 21%, from $4,347,177 for the three
months ended September 30, 2019, to $3,416,713 for the three months ended September 30, 2020, and the decrease in our general
and administrative expenses of $998,287, or 73%, from $1,363,113 for the three months ended September 30, 2019, to $364,826. These
decreases were offset by the increase in cost of sales and service of $1,435,764 or 497% from $289,045 for the three months ended
September 30, 2019 to $1,724,809 for the three months ended September 30, 2020. The increase in cost of sales and service was
a result of mining costs incurred in the current period as it related to the increase in mining revenue. The decrease in commissions
was a result of our bonus plans paying out beyond our maximum threshold in the prior period due to certain bonus programs in place,
which has since been adjusted to reduce such payouts. For the three months ended September 30, 2020 commissions as a percent of
total net revenue was 44%, versus 60% in the prior period. Lastly, decreases in salary and general and administrative expenses
was due to the Company terminating the sales program related to the APEX package and being able to cut back on operating costs
that existed in the prior period, along with our cancellation of 200,000,000 shares that were returned in conjunction with the
termination of a Joint Venture Agreement which resulted in the reversal of previously recorded expense of $951,956.
Other
Income and Expenses
We
recorded other expense of $1,756,480 for the three months ended September 30, 2020, which was a difference of $2,077,871, or 647%,
from the prior period other income of $321,391. The change is due to a loss on fair value of derivative liability of $20,847 recognized
in the three months ended September 30, 2020 compared to a gain of $2,358,447 for the three months ended September 30, 2019.
Six
Months Ended September 30, 2020 Compared to Six Months Ended September 30, 2019
Revenues
We
recorded net revenue of $13,343,153 for the six months ended September 30, 2020, which was a decrease of $1,410,684 or 10%, from
the prior period revenue of $14,753,837. The decrease can be explained by our $5,249,323 decrease in subscription sales offset
by our $3,836,285 increase in mining revenues earned in the current year as a result of our cryptocurrency mining operations versus
no such revenue in the prior year. The decrease in subscription sales was due to attrition and an overhaul in the compensation
plan of Kuvera during the third quarter of fiscal year 2019, resulting in a loss of repeat subscription customers, coupled with
the impact of the Covid-19 pandemic and its overall impact to the economy. Our gross billings decreased by 13%, or $2,120,107,
to $14,003,123 in the six months ended September 30, 2020, versus $16,123,230 in the six months ended September 30, 2019; however,
this was offset by refunds, incentives, credits, chargebacks, and amounts paid to suppliers.
Operating
Costs and Expenses
We
recorded operating costs and expenses of $15,778,934 for the six months ended September 30, 2020, which was a decrease of $1,873,163,
or 11%, from the prior period’s operating costs and expenses of $17,652,097. The decrease can be explained by the decrease
in our salary and related expenses of $1,674,057, or 45%, from $3,711,446 for the six months ended September 30, 2019, to $2,037,389
for the six months ended September 30, 2020, the decrease in commissions of $2,425,603, or 26%, from $9,216,147 for the six months
ended September 30, 2019, to $6,790,544 for the six months ended September 30, 2020. These decreases were offset by the increase
in cost of sales and service of $2,104,635 or 395% from $532,498 for the six months ended September 30, 2019 to $2,637,133 for
the six months ended September 30, 2020. The increase in cost of sales and service was a result of mining costs incurred in the
current period as it related to the increase in mining revenue. The decrease in commissions was a result of our bonus plans paying
out beyond our maximum threshold in the prior period due to certain bonus programs in place, which has since been adjusted to
reduce such payouts. For the six months ended September 30, 2020 commissions as a percent of total net revenue was 51%, versus
62% in the prior period. Lastly, decreases in salary expenses was due to the Company terminating the sales program related to
the APEX package and being able to cut back on operating costs that existed in the prior period.
Other
Income and Expenses
We
recorded other expense of $3,662,484 for the six months ended September 30, 2020, which was a difference of $1,808,605, or 98%,
from the prior period other expense of $1,853,879. The change is due to an increase in interest expense recorded in the six months
ended September 30, 2020 as it relates to the interest required to be recognized on the financial liability recorded for our APEX
sale and leaseback transactions.
Liquidity
and Capital Resources as of September 30, 2020
During
the six months ended September 30, 2020, we incurred a net loss of $6,101,547. However, we were able to generate $661,629 in cash
through our operating activities. We used this cash, along with $1,942,338 of cash generated from financing activities to fund
operations and fund the purchase of $1,717,289 worth of fixed assets. As a result, our cash, cash equivalents, and restricted
cash increased by $886,678 to $1,023,855 as compared to $137,177 at the beginning of the fiscal year.
As
of September 30, 2020, our current liabilities exceeded our current assets equal to a working capital deficit of $18,383,173.
As of March 31, 2020, the working capital deficit was $14,123,625.
Year
Ended March 31, 2020, Compared to Year Ended March 31, 2019
Revenues
Revenue,
net, decreased $5,475,491, or 18%, from $29,659,081 for the year ended March 31, 2019, to $24,183,590 for the year ended March
31, 2020. The majority of the decrease can be explained by our decrease in subscription sales of $4,598,029, which was due to
attrition and an overhaul in the compensation plan of Kuvera during the third quarter, which resulted in a loss of repeat subscription
customers. The remainder of the decrease was due to our sales of equipment and cryptocurrency mining service revenue fees earned
in the prior year, versus no such sales in the current year, explaining $2,635,879 of the decrease. These decreases were offset
by an increase in mining revenue and fees earned in the current year, versus no such sales in the prior year, explaining $1,758,417
of the offsetting increase. Our gross billings decreased by 25%, or $8,762,934, to $26,229,949 in the year ended March 31, 2020,
versus $34,992,883 in the year ended March 31, 2019; however, this was offset by refunds, incentives, credits, chargebacks, and
amounts paid to suppliers.
Operating
Costs
Operating
costs decreased $322,928, or 1%, from $33,599,937 for the year ended March 31, 2019, to $33,277,009 for the year ended March 31,
2020, mainly because of a decrease in our commissions of $7,961,708, or 37%, from $21,526,326 for the year ended March 31, 2019,
to $13,564,618 for the year ended March 31, 2020 offset by the increase in our general and administrative expenses of $3,437,913,
or 83%, from $4,121,279 for the year ended March 31, 2019, to $7,559,192 for the year ended March 31, 2020 and in our salary and
related expenses of $2,321,066, or 54%, from $4,272,355 for the year ended March 31, 2019, to $6,593,421 for the year ended March
31, 2020. The decrease in commissions was a result of our bonus plans paying out beyond our maximum threshold in the prior period
due to certain bonus programs in place, which has since been adjusted to reduce such pay-outs. For the year ended March 31, 2020
commissions as a percent of total net revenue was 56%, versus 73% in the prior year. The increase in general and administrative
and salary and related expenses can be explained by the Company recording $3,098,643 worth of stock for services and compensation
and by incurring administrative costs for the APEX program that was launched during the year ended March 31, 2020.
Other
Income (Expense)
We
recorded other expense of $12,184,389 for the year ended March 31, 2020, which was a difference of $11,217,918, or 1,161%, from
the prior period other expense of $966,471. The change is due to the gain on bargain purchase recorded as a result of the United
Games, LLC and United League, LLC acquisition that took place during the year ended March 31, 2019, as compared to no such gain
in the current period. Additionally, in the current period there was interest expense recorded of $10,677,768 offset by a gain
on debt extinguishment of $2,018,791 and a gain on fair value of derivative liability of $571,231, whereas in the prior period
interest expense was only $1,862,461, there was a gain on debt extinguishment of $19,387, and a loss on fair value of derivative
liability of $214,376.
Liquidity
and Capital Resources as of March 31, 2020
During
the year ended March 31, 2020, we incurred a loss of $21,285,191. However, we were able to generate $4,624,767 in cash through
our operating activities. We used this cash, along with $624,374 of cash generated from financing activities to fund the purchase
of $5,245,606 worth of fixed assets. As a result, our cash and cash equivalents increased by $3,533 to $137,177 as compared to
$133,644 at the beginning of the fiscal year.
As
of March 31, 2020, our current liabilities exceeded our current assets equal to a working capital deficit of $14,123,625. A year
ago, at March 31, 2019, the working capital deficit was $2,222,990.
The
above matters, among others, raise substantial doubt about our ability to continue as a going concern. During the year ended March
31, 2020, we raised $4,484,979 in cash proceeds from related parties, $2,527,452 in cash proceeds from new lending arrangements,
and $825,000 from the sale of common stock. Subsequent to March 31, 2020, we obtained $10,049,435 in cash proceeds from new lending
arrangements. Additionally, subject to a Securities Purchase agreement entered into in April 2020 as reported in our Form 8-K
and 8-K/A on April 30, 2020, we have a commitment from an investor to purchase a $9 million promissory note on or before October
31, 2020, subject to certain conditions.
On
January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International
Concern” and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread
of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of
public places and businesses. The coronavirus and actions taken to mitigate the spread of it have had and are expected to continue
to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the
Company operates. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted to amongst
other provisions, provide emergency assistance for individuals, families and businesses affected by the coronavirus pandemic.
It is unknown how long the adverse conditions associated with the coronavirus will last and what the complete financial effect
will be to the company. To date, the Company is experiencing challenges in multiple areas of the organization and the full economic
impact is yet to be established.
During
the year ended March 31, 2020 we made significant strides and wide sweeping changes. While we believe they will be beneficial
to our bottom line, there is no assurance of this. Some of the concerns we face going forward will continue, including but not
limited to:
|
●
|
Supply
chain issues for Apex Tek, LLC and the sourcing of miners due to the worldwide COVID pandemic and manufacturing slow downs
|
|
|
|
|
●
|
SAFETek,
LLC operations not scaling according to projections with decreased output due to mining difficulty and operational cost
|
|
|
|
|
●
|
Regulatory
reform that could adversely impact the use and demand of digital currencies
|
|
|
|
|
●
|
The
recent Bitcoin (BTC) halving event that further reduced mining output in addition to the supply chain issues
|
Apex
Tek, LLC and SAFETek, LLC carry additional risk and generated recent losses, however, they also provide Investview a stake in
4IR, HPC, app development, fintech, blockchain and personal money management sectors. Each of these are areas that are targeted
for significant growth spurred by innovations through technology which solidify our position in the fintech space.
While
our liabilities are larger than our assets it is important to note that we seek to further reduce our operating expense. The assets
we have acquired and will continue to seek out are those of technology, mobile apps, and human resources. These assets are not
easily defined on our balance sheet but represent our ability to carry out our objectives which we believe will ultimately lead
to positive cash flow, reduced debt and then profitability.
Critical
Accounting Policies
The
preparation of our consolidated 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.
Basis
of Accounting
Our
policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally
accepted in the United States of America.
Principles
of Consolidation
The
consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment
Tools & Training, LLC, Apex Tek, LLC (formerly Razor Data, LLC), S.A.F.E. Management, LLC, SAFETek, LLC (formerly WealthGen
Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. Through March 31, 2019 we had determined that one
affiliated entity, Kuvera LATAM S.A.S., which we previously conducted business with, was a variable interest entity and we were
the primary beneficiary of the entity’s activities, which are similar to those of Kuvera, LLC. As a result, through March
31, 2019 we had consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements.
Further, because the Company did not have any ownership interest in this variable interest entity, the Company had allocated the
contributed capital in the variable interest entity as a component of noncontrolling interest. As of April 1, 2019 Kuvera LATAM
S.A.S. had no operations and ceased to exist, therefore, as of that date, no consolidation of the entity is necessary and we recorded
a gain on deconsolidation of $53,739 to eliminate the intercompany account with Kuvera LATAM S.A.S. All intercompany transactions
and balances have been eliminated in consolidation.
Use
of Estimates
The
preparation of these financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.
Sale
and Leaseback
Through
our wholly-owned subsidiary, APEX Tex, LLC, we sold high powered data processing equipment (“APEX”) to our customers
and they leased the equipment back to SAFETek, LLC, another of our wholly-owned subsidiaries. We account for these transactions
under ASC 842-40 where the leaseback has been deemed a sales-type lease due to the lease term generally covering the entire economic
life of the equipment and our likelihood to purchase the asset at the end of the lease term. In accordance with ASC 842-40 we
have recorded the data processing equipment as a fixed asset on our balance sheet and we have accounted for the amounts received
for the equipment as a financial liability, in other liabilities on our balance sheet. Further, we will recognize interest on
the financial liability over the term of the lease to ensure the financial liability equates to the total amounts to be paid over
the life of the lease. During the six months ended September 30, 2020 we had the following activity related to our sale and leaseback
transactions:
|
|
Total
Financial Liability
|
|
|
Contra-
Liability
|
|
|
Net
Financial Liability
|
|
|
Current
[1]
|
|
|
Long
Term
|
|
Balance as of March 31, 2020
|
|
$
|
53,828,000
|
|
|
$
|
(38,535,336
|
)
|
|
$
|
15,292,664
|
|
|
$
|
11,407,200
|
|
|
$
|
3,885,464
|
|
Proceeds from sales of APEX
|
|
|
5,001,622
|
|
|
|
-
|
|
|
|
5,001,622
|
|
|
|
|
|
|
|
|
|
Interest recorded on financial liability
|
|
|
8,348,378
|
|
|
|
(8,348,378
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Payments made for leased equipment
|
|
|
(2,125,300
|
)
|
|
|
-
|
|
|
|
(2,125,300
|
)
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
-
|
|
|
|
3,995,914
|
|
|
|
3,995,914
|
|
|
|
|
|
|
|
|
|
Balance as of September 30,
2020
|
|
$
|
65,052,700
|
|
|
$
|
(42,887,800
|
)
|
|
$
|
22,164,900
|
|
|
$
|
14,077,200
|
|
|
$
|
8,087,700
|
|
[1]
Represents lease payments to be made in the next 12 months
The
$42,887,800 is expected to be recognized into interest as follows:
Remainder of 2021
|
|
$
|
4,782,861
|
|
Fiscal year ending March 31, 2022
|
|
|
9,565,721
|
|
Fiscal year ending March 31, 2023
|
|
|
9,565,721
|
|
Fiscal year ending March 31, 2024
|
|
|
9,565,721
|
|
Fiscal year ending March 31,
2025 and beyond
|
|
|
9,407,776
|
|
|
|
$
|
42,887,800
|
|
During
the six months ended September 30, 2020 we received additional proceeds for APEX sales which were recorded in the customer advance
amount shown on our balance sheet, resulting in a net increase in the account of $81,845 since March 31, 2020. As of September
30, 2020 we have ceased selling the APEX package. We may re-introduce APEX at a later date after further evaluation of the model.
Revenue
Recognition
Subscription
Revenue
The
majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription
revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer
and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide
services over a fixed subscription period, therefore we recognize revenue rateably over the subscription period and deferred revenue
is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a 10-day trial
period to first time subscription customers, during which a full refund can be requested if a customer does not like the product.
Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented
net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.
Equipment
Sales
We
generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing
activities: protein folding, CGI rendering, Game Streaming, Machine & Deep Learning, Mining, Independent Financial Verification,
and general high-speed computing. We recognize equipment sales revenue in accordance with ASC 606-10 where revenue is measured
based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified
in each contract. Our performance obligation is to deliver an equipment package to our customers which includes hardware, software,
and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when
the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a
separate third party that provides such services.
Cryptocurrency
Mining Service Revenue
In
the past we generated revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party
supplier. We recognized cryptocurrency mining service revenue in accordance with ASC 606-10 where revenue is measured based on
a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in
each contract. Our performance obligation was to arrange for the third-party to provide mining services to our customers and payment
is received at the time of purchase, therefore revenue was recognized upon receipt of payment. We recognized revenue in the amount
of the fee to which we are entitled to as an agent, or the amount of consideration that we retained after paying the third-party
the consideration received in exchange for the services the third-party was to provide.
Mining
Revenue
Through
our wholly owned subsidiary, SAFETek, LLC, we lease equipment under a sales-type lease and use the equipment on blockchain networks
to validate and add blocks of transactions to blockchain ledgers (commonly referred to as “mining”). As compensation
for mining we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us.
Our mining activities constitute our ongoing major and central operations of SAFETek, LLC. Because we do not have contracts, nor
do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately
granted to us as a result of our mining activities.
Fee
Revenue
We
generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and
Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration
specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.
Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified
Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we
receive payment for such advisory fees in the month following recognition.
Revenue
generated for the six months ended September 30, 2020 is as follows:
|
|
Subscription
Revenue
|
|
|
Mining
Revenue
|
|
|
Fee
Revenue
|
|
|
Total
|
|
Gross billings/receipts
|
|
$
|
10,159,115
|
|
|
$
|
3,836,285
|
|
|
$
|
7,723
|
|
|
$
|
14,003,123
|
|
Refunds, incentives,
credits, and chargebacks
|
|
|
(659,970
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(659,970
|
)
|
Net revenue
|
|
$
|
9,499,145
|
|
|
$
|
3,836,285
|
|
|
$
|
7,723
|
|
|
$
|
13,343,153
|
|
For
the six months ended September 30, 2020 foreign and domestic revenues were approximately $9 million and $4.4 million, respectively.
Revenue
generated for the six months ended September 30, 2019 is as follows:
|
|
Subscription
Revenue
|
|
|
Mining
Revenue
|
|
|
Fee
Revenue
|
|
|
Total
|
|
Gross billings/receipts
|
|
$
|
16,117,861
|
|
|
$
|
-
|
|
|
$
|
5,369
|
|
|
$
|
16,123,230
|
|
Refunds, incentives,
credits, and chargebacks
|
|
|
(1,369,393
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,369,393
|
)
|
Net revenue
|
|
$
|
14,748,468
|
|
|
$
|
-
|
|
|
$
|
5,369
|
|
|
$
|
14,753,837
|
|
For
the six months ended September 30, 2019 foreign and domestic revenues were approximately $13.9 million and $800,000, respectively.
Revenue
generated for the three months ended September 30, 2020 is as follows:
|
|
Subscription
Revenue
|
|
|
Mining
Revenue
|
|
|
Fee
Revenue
|
|
|
Total
|
|
Gross billings/receipts
|
|
$
|
5,599,155
|
|
|
$
|
2,493,739
|
|
|
$
|
3,710
|
|
|
$
|
8,096,604
|
|
Refunds, incentives,
credits, and chargebacks
|
|
|
(343,267
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(343,267
|
)
|
Net revenue
|
|
$
|
5,255,888
|
|
|
$
|
2,493,739
|
|
|
$
|
3,710
|
|
|
$
|
7,753,337
|
|
For
the three months ended September 30, 2020 foreign and domestic revenues were approximately $7.3 million and $426,000, respectively.
Revenue
generated for the three months ended September 30, 2019 is as follows:
|
|
Subscription
Revenue
|
|
|
Mining
Revenue
|
|
|
Fee
Revenue
|
|
|
Total
|
|
Gross billings/receipts
|
|
$
|
7,825,160
|
|
|
$
|
-
|
|
|
$
|
5,369
|
|
|
$
|
7,830,529
|
|
Refunds, incentives,
credits, and chargebacks
|
|
|
(588,405
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(588,405
|
)
|
Net revenue
|
|
$
|
7,236,755
|
|
|
$
|
-
|
|
|
$
|
5,369
|
|
|
$
|
7,242,124
|
|
For
the three months ended September 30, 2019 foreign and domestic revenues were approximately $6.8 million and $403,000, respectively.
Revenue
generated for the year ended March 31, 2020, was as follows:
|
|
Subscription
Revenue
|
|
|
Equipment
Sales
|
|
|
Cryptocurrency
Mining Service Revenue
|
|
|
Mining
Revenue
|
|
|
Fee
Revenue
|
|
|
Total
|
|
Gross billings/receipts
|
|
$
|
24,471,532
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,745,138
|
|
|
$
|
13,279
|
|
|
$
|
26,229,949
|
|
Refunds, incentives, credits, and chargebacks
|
|
|
(2,046,359
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,046,359
|
)
|
Amounts paid
to supplier
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net revenue
|
|
$
|
22,425,173
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,745,138
|
|
|
$
|
13,279
|
|
|
$
|
24,183,590
|
|
Foreign
revenues for the year ended March 31, 2020 were $21,191,788 while domestic revenue for the year ended March 31, 2020 was $2,991,802.
Revenue
generated for the year ended March 31, 2019 was as follows:
|
|
Subscription
Revenue
|
|
|
Equipment
Sales
|
|
|
Cryptocurrency
Mining Service Revenue
|
|
|
Mining
Revenue
|
|
|
Fee
Revenue
|
|
|
Total
|
|
Gross billings/receipts
|
|
$
|
28,518,660
|
|
|
$
|
698,954
|
|
|
$
|
5,775,269
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
34,992,883
|
|
Refunds, incentives, credits, and chargebacks
|
|
|
(1,495,458
|
)
|
|
|
(4,000
|
)
|
|
|
(6,501
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,505,959
|
)
|
Amounts paid
to supplier
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,827,843
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,827,843
|
)
|
Net revenue
|
|
$
|
27,023,202
|
|
|
$
|
694,954
|
|
|
$
|
1,940,925
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
29,659,081
|
|
Foreign
revenues for the year ended March 31, 2019 were approximately $27.3 million while domestic revenue for the year ended March 31,
2019 was approximately $2.3 million.
Recent
Accounting Pronouncements
There
are no recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material
impact on our financial statements.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial
condition, revenues, and results of operations, liquidity, or capital expenditures.
Trends,
Risks, and Uncertainties
We
have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to
what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise.
Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.
Cautionary
Factors That May Affect Future Results
We
have sought to identify what we believe are significant risks to our business, but we cannot predict whether, or to what extent,
any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise.
Potential
Fluctuations in Annual Operating Results
Our
annual operating results may fluctuate significantly in the future as a result of a variety of factors, most of which are outside
our control, including: the demand for our products and services; seasonal trends in purchasing, the amount and timing of capital
expenditures and other costs relating to the commercial and consumer financing; price competition or pricing changes in the market;
technical difficulties or system downtime; general economic conditions; and economic conditions specific to the consumer financing
sector.
Our
annual results may also be significantly impacted by the accounting treatment of acquisitions, financing transactions, or other
matters. Particularly at our early stage of development, such accounting treatment can have a material impact on the results for
any quarter. Due to the foregoing factors, among others, it is likely that our operating results may fall below our expectations
or those of investors in some future quarter.
Management
of Growth
We
may experience growth, which will place a strain on our managerial, operational, and financial systems resources. To accommodate
our current size and manage growth if it occurs, we must devote management attention and resources to improve our financial strength
and our operational systems. Further, we will need to expand, train, and manage our sales and distribution base. There is no guarantee
that we will be able to effectively manage our existing operations or the growth of our operations, or that our facilities, systems,
procedures, or controls will be adequate to support any future growth. Our ability to manage our operations and any future growth
will have a material effect on our stockholders.
If
we fail to remain current on our reporting requirements, we could be removed from the OTCQB tier of OTC Markets, which would limit
the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary
market.
Companies
trading on the OTCQB tier of OTC Markets, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and must be current in their reports under Section 13, in order to maintain
price quotation privileges on the OTCQB tier. If we fail to remain current on our reporting requirements, we could be removed
from the OTCQB tier. As a result, the market liquidity for our securities could be severely adversely affected by limiting the
ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
MANAGEMENT
Our
directors were elected to serve until the next annual meeting of shareholders and until their respective successors will have
been elected and will and will have qualified. The following table sets forth the name, age, and position held with respect to
our present executive officers and directors.
Directors
and Executive Officers
The
following table sets forth certain information with respect to our directors and executive officers:
Name
|
|
Age
|
|
Position
|
Joseph
Cammarata
|
|
45
|
|
Chief
Executive Officer and Director
|
Annette
Raynor
|
|
55
|
|
Chief
Operations Officer and Director
|
Mario
Romano
|
|
56
|
|
Director
of Finance and Director
|
David
B. Rothrock
|
|
55
|
|
Director
|
James
Bell
|
|
55
|
|
Director
|
Jayme
L. McWidener
|
|
41
|
|
Chief
Financial Officer
|
Joseph
Cammarata began his career in the financial industry over 25 years ago at Datech where he pioneered NASDAQ market orders and
the “first off”-exchange electronic trading system. While at Datek he developed an internal cross that would eventually
become the Island ECN. He then started and orchestrated the growth of Datek Online - which was later sold to Ameritrade. As co-founder
and CEO of Sonic Trading he architected the first ECN aggregator and Smart Routing system that would serve as its core product.
Recognized for its innovative query handling, superior market data processing, and all-around reliability, the Sonic system served
more than twenty-four Institutional clients and Broker/Dealers before being acquired in 2004 by the Bank of New York. After the
acquisition, he served as Managing Director for BNY Brokerage and its spin-off BNY ConvergEx as the head of Electronic Trading
and Strategic Planning and Development. In 2010 he started SpeedRoute LLC and Pro Securities ATS LLC. As President and CEO he
has launched a broker-dealer routing system, SpeedRoute and an ATS, Pro Securities. SpeedRoute is currently routing for some of
the largest Banks, Broker Dealers and Stock Exchanges in the United States, currently averaging 2% of the US Exchange volumes
and has plans for continued growth across a robust product suite. Speedroute and its affiliates were acquired by OverStock.com
in September of 2015 to help drive OverStock.com’s financial technology businesses, leading the push into Crypto Securities
and Blockchain settlement systems. Mr. Cammarata served as President of tZERO a Subsidiary of Overstock.com from January 2016
to May of 2018 and remains a director of tZERO. He was founder and CEO of SpeedRoute, LLC from November 2010 to April 2018.
Annette
Raynor has served as our chief operating officer since March 31, 2017, and as a director since June 6, 2017. Annette briefly
served as the company’s Chief Executive Officer from August 2019 through December 3, 2019 when Joseph Cammarata was installed
as the CEO. Since 2013, Ms. Raynor has served as the chief operating officer of Kuvera, LLC, formerly Wealth Generators, LLC,
our wholly owned subsidiary. Ms. Raynor holds her Series 65 Registered Investment Advisor license, Series 3 Commodity Futures,
Series 34 Retail Off-Exchange Forex, and is a licensed realtor in the state of New Jersey. Ms. Raynor is the general manager and
licensed representative of SAFE Management LLC.
Mario
Romano was elected as a Director of the Corporation and serves as director of finance of Investview, Inc as well. He co-founded
Wealth Generators in 2013 (now part of Investview) and continues as director of finance for Investview. He received his Bachelors
in Business/Finance from St John’s University of New York. He began his career in finance with a select group of Wall Street
Institutions including Lehman Brothers during the period from the late 1980’s through early 2000. He continues his key management
role as Director of Finance for Investview.
David
B. Rothrock has extensive executive management, board, and operational expertise in the automobile industry, fintech, financial
services, residential and commercial real estate, property management, corporate financing, private equity, utility technology,
environmental remediation services, insurance, wine retail operations and distribution, and wealth management. Mr. Rothrock is
the chief executive officer of DBR Capital, LLC. Through his key roles as president and chief executive officer of DBR Capital
LLC, MPower Trading Systems, Cedar Crest Partners G.P. LLC, and Rothrock Motors Sales, Inc. (a group of franchised automobile
dealerships), which collectively generate over $150 million in annual sales revenue. Mr. Rothrock is an active board member of
charitable organizations that support breast cancer research and women’s health and fitness as well as the arts and theatre
in Lehigh Valley, PA. Mr. Rothrock has a B.S. in Business Management graduating Magna Cum Laude from Widener University, and holds
a J.D. from the New York Law School with Bar admittance to New York, New Jersey, and Pennsylvania.
James
Bell specializes in financial management with more than 30 years of experience in the capital markets. As co-founder and chief
executive officer of MPower Trading Systems, Mr. Bell is responsible for charting the company’s business course and overseeing
all principal functions of the firm, including corporate strategy and deployment of initiatives, product, and partnerships. Mr.
Bell has been at the forefront of online trading since its infancy. Prior to co-founding MPower in 2004, Mr. Bell served as managing
director of trading development of thinkorswim-TD Ameritrade, Inc. from 2002-2011, where he led the company’s product and
technology team to develop client digital content. Mr. Bell is co-founder and managing partner of ShadowTrader Technologies, which
provides real-time digital financial research and education content to TD Ameritrade, Inc. (2004-present). Prior to MPower, Mr.
Bell also co-founded B/C Interactive Trading Technologies in 2001, which was ultimately sold to MPower in 2004. Prior to B/C,
Mr. Bell served as SVP of Janney Montgomery Scott, and before that position, with Morgan Stanley. Mr. Bell studied economics and
business management at Frostburg State University. Mr. Bell holds multiple business accreditations and securities licenses, including
FINRA Series 7, FINRA Series 55, and FINRA Series 63.
Jayme
L. McWidener earned her bachelor’s degree and Masters of Business Administration from Drake University and became an
auditor for Cahaba GBA in 2001 before joining HJ & Associates, LLC (“HJ”) in January 2004 as an audit staff member.
She obtained her CPA license in 2007 and worked at HJ focusing on auditing SEC reporting companies, eventually being promoted
to an audit senior and audit manager before she became a partner at HJ in January 2014. Ms. McWidener spent just over 2 years
as a partner with HJ and with its successor, Haynie & Company. In April of 2016 she established Mac Accounting Group, LLP,
specializing in PCAOB audits for SEC reporting companies and AICPA audits for private companies in a variety of industries.
Our
directors are elected for a term of one year and until their successors qualified, nominated, and elected.
Role
of the Board
It
is the paramount duty of the board to oversee our management in the competent and ethical operation of the company on a day-to-day
basis and to assure that the long-term interests of the shareholders are being served. To satisfy this duty, the directors take
a proactive, focused approach to their position, and set standards to ensure that we are committed to business success through
maintenance of ambitious standards of responsibility and ethics.
The
board of directors met formally four times during fiscal 2020.
Committees
Our
business, property, and affairs are managed by or under the direction of the board of directors. Members of the board are kept
informed of our business through discussion with the chief executive and financial officers and other officers, by reviewing materials
provided to them, and by participating at meetings of the board and its committees.
Audit
Committee
We
currently do not have a designated audit committee, and accordingly, our board of directors preapproves all audit and permissible
non-audit services provided by the independent auditor, including audit, audit-related, tax, and other services. Preapproval is
generally provided for up to one year, detailed as to the particular service or category of services, and subject to a specific
budget. The independent auditor and management are required to periodically report to our board of directors regarding the extent
of services provided by the independent auditor in accordance with this preapproval and the fees for the services performed to
date. The board of directors may also preapprove particular services on a case-by-case basis.
Compensation
Committee
We
currently do not have a designated compensation committee, and accordingly, our board of directors will approve all compensation
matters until such committee is established and approved.
Code
of Ethics
We
have a code of ethics that applies to all of our employees, including our principal executive officer, principal financial officer,
principal accounting officer, and the directors, a copy of which is available in the Employee Handbook. We intend to disclose
any changes in or waivers from our code of ethics by posting such information on our website or by filing a Form 8-K.
Section
16(a) Compliance
Section
16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to
file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock
and other of our equity securities. During the year ended March 31, 2020, our officers, directors, and 10% stockholders
made the required filings pursuant to Section 16(a).
Executive
AND DIRECTOR Compensation
Directors’
Compensation
There
was no compensation for our directors, acting in their capacity as directors, during the year ending March 31, 2020.
Executive
Officers’ Compensation
The
following table sets forth information concerning the annual and long-term compensation earned by or paid to our chief executive
officer and to other persons who served as executive officers as, at, or during the fiscal year ended March 31, 2020, or who earned
compensation exceeding $100,000 during fiscal year 2020 (the “named executive officers”), for services as executive
officers for the last two fiscal years.
Summary
Compensation Table
Name
and Principal Position
|
|
Fiscal
Year
|
|
|
Salary
|
|
|
Stock
Awards
|
|
|
Option
Awards
|
|
|
Non-Equity
Incentive Plan Compensation
|
|
|
Change
in Pension Value and Non Qualified Deferred Compensation Earnings
|
|
|
All
Other Compensation
|
|
|
Total
|
|
|
|
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
Joseph Cammarata
|
|
|
2020
|
|
|
|
-
|
|
|
|
570,000
|
[5]
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
570,000
|
|
Chief Executive
Officer and Director
|
|
|
2019
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Annette Raynor [1]
|
|
|
2020
|
|
|
|
225,000
|
|
|
|
847,140
|
[6]
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
240,360
|
[10]
|
|
|
1,312,500
|
|
Chief Operations
Officer and Director
|
|
|
2019
|
|
|
|
225,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
297,442
|
[11]
|
|
|
1,312,500
|
|
Mario Romano [2]
|
|
|
2020
|
|
|
|
225,000
|
|
|
|
847,140
|
[7]
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
240,360
|
[12]
|
|
|
812,167
|
|
Director of Finance
and Director
|
|
|
2019
|
|
|
|
225,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
297,442
|
[13]
|
|
|
522,442
|
|
Ryan Smith [3]
|
|
|
2020
|
|
|
|
225,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
193,995
|
[14]
|
|
|
418,995
|
|
President of Apex
Tek, LLC and former Director
|
|
|
2019
|
|
|
|
225,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
293,242
|
[15]
|
|
|
518,242
|
|
Chad Miller [4]
|
|
|
2020
|
|
|
|
178,125
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
201,495
|
[16]
|
|
|
379,620
|
|
Co-Founder and former
Director
|
|
|
2019
|
|
|
|
225,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
293,242
|
[17]
|
|
|
518,242
|
|
Jayme L. McWidener
|
|
|
2020
|
|
|
|
84,792
|
|
|
|
195,379
|
[8]
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,500
|
[18]
|
|
|
284,671
|
|
Chief Financial
Officer
|
|
|
2019
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
William C. Kosoff
|
|
|
2020
|
|
|
|
82,000
|
|
|
|
89,173
|
[9]
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,596
|
[19]
|
|
|
177,769
|
|
Corporate Secretary
|
|
|
2019
|
|
|
|
60,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
60,000
|
|
[1]
|
A
portion of Ms. Raynor’s compensation was paid to Wealth Engineering LLC, an entity in which she is a 50% owner.
|
[2]
|
A
portion of Mr. Romano’s compensation was paid to Wealth Engineering LLC, an entity in which he is a 50% owner.
|
[3]
|
A
portion of Mr. Smith’s compensation was paid to Kays Creek Capital, an entity in which he is an owner.
|
[4]
|
A
portion of Mr. Miller’s compensation was paid to Kays Creek Capital and MILCO, entities in which he is an owner.
|
[5]
|
During
the fiscal year ending 3/31/20, PB Trade, LLC, an entity owned by Mr. Cammarata, was issued a total of 270,000,000 shares
of common stock. 20,000,000 shares were awarded upon the execution of his employment agreement, 62,500,000 were issued as
collateral to a $1,000,000 promissory note, and 187,500,000 were issued as an incentive to meet certain performance obligations.
Upon the repayment of the $1,000,000 promissory note and if the performance obligations are not met, the 62,500,000 and 187,500,000
shares, respectively, will be returned to the Company. The fair market value of the 20,000,000 shares awarded upon the execution
of Mr. Cammarata’s employment agreement was $570,000 or $0.0285 per share (the per share price on 11/29/19, the date
of issuance).
|
[6]
|
On
7/24/19, Wealth Engineering, LLC, an entity owned 50% by Ms. Raynor, was awarded 190,000,000 shares of common stock. In accordance
with the agreement one third of the shares vested upon execution of the agreement and the remaining two thirds vest over two
years, contingent upon Ms. Raynor and Mr. Romano’s continued employment by the Company. The fair market value of half
these shares was $1,501,000 or $0.0158 per share (the per share price on the date of issuance). The expense related to this
issuance is being recognized based the vesting terms per the agreement which resulted in $847,140 of recognized expense during
fiscal year 2020.
|
[7]
|
On
7/24/19, Wealth Engineering, LLC, an entity owned 50% by Mr. Romano, was awarded 190,000,000 shares of common stock. In accordance
with the agreement one third of the shares vested upon execution of the agreement and the remaining two thirds vest over two
years, contingent upon Ms. Raynor and Mr. Romano’s continued employment by the Company. The fair market value of half
these shares was $1,501,000 or $0.0158 per share (the per share price on the date of issuance). The expense related to this
issuance is being recognized based the vesting terms per the agreement which resulted in $847,140 of recognized expense during
fiscal year 2020.
|
[8]
|
On
9/15/19, Jayme McWidener was awarded 20,000,000 shares of common stock as part of her employment agreement. In accordance
with the agreement, one third of the shares vested upon execution of the agreement and the remaining two thirds vest over
two years, contingent upon Ms. McWidener’s continued employment by the Company. The fair market value of these shares
was $380,000 or $0.019 per share (the per share price on the date of issuance). The expense related to this issuance is being
recognized based the vesting terms per the agreement which resulted in $195,379 of recognized expense during fiscal year 2020.
|
[9]
|
On
7/22/19, William Kosoff was awarded 10,000,000 shares of common stock as part of his employment agreement. In accordance with
the agreement, one third of the shares vested upon execution of the agreement and the remaining two thirds vest over two years,
contingent upon Mr. Kosoff’s continued employment by the Company. The fair market value of these shares was $158,000
or $0.0158 per share (the per share price on the date of issuance). The expense related to this issuance is being recognized
based the vesting terms per the agreement which resulted in $89,173 of recognized expense during fiscal year 2020.
|
[10]
|
Includes
$61,364 in medical reimbursements, $37,770 for fiscal year 2020 revenue under the Founder Revenue Agreements discussed below,
and $141,226 that was accrued but unpaid under the Founder Revenue Agreements.
|
[11]
|
Includes
$34,200 in medical reimbursements, $108,512 for fiscal year 2019 revenue under the Founder Revenue Agreements discussed below,
and $154,730 that was accrued but unpaid under the Founder Revenue Agreements.
|
[12]
|
Includes
$61,364 in medical reimbursements, $37,770 for fiscal year 2020 revenue under the Founder Revenue Agreements discussed below,
and $141,226 that was accrued but unpaid under the Founder Revenue Agreements.
|
[13]
|
Includes
$34,200 in medical reimbursements, $108,512 for fiscal year 2019 revenue under the Founder Revenue Agreements discussed below,
and $154,730 that was accrued but unpaid under the Founder Revenue Agreements.
|
[14]
|
Includes
$15,000 in medical reimbursements and $178,995 that was accrued but unpaid under the Founder Revenue Agreements.
|
[15]
|
Includes
$30,000 in medical reimbursements, $69,512 for fiscal year 2019 revenue under the Founder Revenue Agreements discussed below,
and $193,730 that was accrued but unpaid under the Founder Revenue Agreements.
|
[16]
|
Includes
$22,500 in medical reimbursements and $178,995 that was accrued but unpaid under the Founder Revenue Agreements.
|
[17]
|
Includes
$30,000 in medical reimbursements, $69,512 for fiscal year 2019 revenue under the Founder Revenue Agreements discussed below,
and $193,730 that was accrued but unpaid under the Founder Revenue Agreements.
|
[18]
|
Includes
$4,500 in medical reimbursements.
|
[19]
|
Includes
$6,596 in medical reimbursements.
|
Outstanding
Equity Awards at Fiscal Year-End
No
stock option awards were exercisable or unexercisable as of March 31, 2020, for any executive officer.
Employee
Stock Options
The
nonqualified plan adopted in 2007 authorizes 65,000 shares, of which 47,500 have been granted as of March 31, 2020. The qualified
plan adopted in October of 2008 authorizes 125,000 shares and was approved by a majority of our shareholders on September 16,
2009. As of March 31, 2020, 42,500 shares have been granted under the 2008 plan. During the year ended March 31, 2020 all previously
outstanding options expired and no new options were granted.
The
following table summarizes the changes in employee stock options outstanding and the related prices for the shares of our common
stock issued to employees under two employee stock option plans:
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
Number
of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Shares
|
|
|
Price
|
|
|
Life
(years)
|
|
|
Value
|
|
Options outstanding at March 31, 2018
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
1.51
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Cancelled / expired
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Options outstanding at March 31, 2019
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
0.51
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Cancelled / expired
|
|
|
(35,000
|
)
|
|
$
|
10.00
|
|
|
|
|
|
|
|
|
|
Options outstanding at March 31,
2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Options exercisable at March 31,
2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Stock-based
compensation expense in connection with options granted to employees for the year ended March 31, 2020 and 2019, was $0.
Employment
Agreements and Revenue Share Agreements
The
four founders of Wealth Generators, LLC, Ryan Smith, chief executive officer; Chad Miller, chief visionary officer; Annette Raynor,
chief operating officer; and Mario Romano, director of finance and investor relations, all entered into Founder Employment Agreements
effective October 1, 2017. The terms and covenants in the four agreements are the same for each of the founders and have a term
of five years that automatically renews for three successive five-year terms unless terminated prior to the 90th day following
the expiration of the applicable term. The agreements provide for an annual salary of $225,000 with annual reviews by the board
of directors or the designated compensation committee to determine whether an increase in salary is appropriate based on our results
of operations, increased activities, or responsibilities of the founder, or such other factors as the board of directors or the
designated compensation committee thereof may deem appropriate. In addition, the founders are entitled to receive health fringe
benefits that are generally available to our employees. During April 2020, Chad Miller retired from the Company, effectively terminating
his employment agreement at that time.
On
October 11, 2017, we entered into Founder’s Revenue Agreements with Chad Miller, Annette Raynor, Mario Romano, and Ryan
Smith. As consideration for their efforts in founding Wealth Generators LLC, beginning January 1, 2018, for the month ended December
31, 2017, each of the founders has the right to receive three-quarters of one percent (0.75%) of our top-line revenue, which will
be calculated and paid on a monthly basis. This right is permanent and irrevocable, is not connected in any manner to the founder’s
employment with us, and will be treated as a portion of the founder’s estate if it has not been assigned by the founder
prior to his or her death.
On
September 6, 2019, the Company entered into an Employment Agreement with Jayme McWidener that became effective September 15,
2019, appointing her as Chief Financial Officer of Investview, Inc. The Contract has a term of two years commencing on the
effective date and automatically renews for one-year periods for three consecutive years, unless terminated prior to the 90th
day following the expiration of the applicable term. Compensation for the position is $175,000 per year plus expenses. Other
consideration is 20,000,000 restricted shares of the Company’s common stock vesting over a two year period with one third
vesting upon issuance and one third vesting on each of the next two anniversaries.
On
November 29, 2019 an Employment Agreement was entered between the newly appointed Chief Executive Officer, Joseph Cammarata and
Investview, Inc. that became effective on December 1, 2019. The contract is for a term of five years and provides a salary compensation
of $1 per year, 20,000,000 shares to be issued that will vest immediately, and additional equity awards of up to 250,000,000 shares
in four equal increments of 62,500,000 shares each with the first increment to be earned upon the successful capital raise of
$5 Million and the balance based on earnings milestones for the “APEX Pack” product line. Additional cash compensation
will be provided based on personal sales of the APEX Pack products.
principal
stockholders
The following table sets forth certain
information, as of December 14, 2020, respecting the beneficial ownership of our outstanding common stock by: (i) any holder
of more than 5%; (ii) each of the Named Executive Officers and directors; and (iii) our directors and Named Executive Officers
as a group, based on 3,062,481,329 shares of common stock outstanding as of December 14, 2020. Except as otherwise
indicated, each stockholder listed below has sole voting and investment power over the shares beneficially owned:
Name of Beneficial Owner(1)
|
|
Common Stock Beneficially Owned
|
|
|
Percentage of Common Stock(2)
|
|
|
|
|
|
|
|
|
Principal Stockholders:
|
|
|
|
|
|
|
|
|
CR Capital Holdings LLC(3)
|
|
|
484,624,710
|
|
|
|
15.82
|
%
|
DBR Capital, LLC(8)
|
|
|
575,428,571
|
|
|
|
15.82
|
%
|
Joseph Hagan(7)
|
|
|
199,683,274
|
|
|
|
6.52
|
%
|
Brian McMullen(9)
|
|
|
290,000,000
|
|
|
|
9.47
|
%
|
Directors and Officers:
|
|
|
|
|
|
|
|
|
Joseph Cammarata, CEO and Director
|
|
|
270,000,000
|
|
|
|
8.82
|
%
|
Annette Raynor, COO and Director(4)(5)
|
|
|
205,853,471
|
|
|
|
6.72
|
%
|
Mario Romano, Treasurer and Director(4)(6)
|
|
|
205,853,471
|
|
|
|
6.72
|
%
|
David Rothrock, Director (8)
|
|
|
575,428,571
|
|
|
|
15.82
|
%
|
James Bell, Director
|
|
|
NONE
|
|
|
|
0
|
%
|
Jayme McWidener, CFO
|
|
|
20,000,000
|
|
|
|
*
|
|
All Officers and Directors as a group (7 persons) (4)(5)(6)(8)
|
|
|
1,277,135,513
|
|
|
|
35.11
|
%
|
*
|
Less
than 1%.
|
(1)
|
Except
as otherwise indicated, the address of each beneficial owner is c/o InvestView Inc., 234 Industrial Way West, Ste., A202,
Eatontown, NJ 07724
|
(2)
|
Applicable
percentage ownership is based on 3,062,481,329 shares of common stock outstanding as of December 14, 2020, together
with securities exercisable or convertible into shares of common stock within 60 days of that date, for each stockholder.
|
(3)
|
Our
co-founders Ryan Smith and Chad Miller each own 50% of CR Capital Holdings LLC and, as a result, have voting and dispositive
control of these shares. Therefore, they are deemed to be the beneficial owners of our shares of common stock.
|
(4)
|
The
members of Wealth Engineering LLC, 745 Hope Road, Eatontown, NJ 07724, own 201,706,942 shares of our common stock.
Our officers Mario Romano and Annette Raynor are two of its members. In addition, Mr. Romano is the CEO and Ms. Raynor serves
as the COO of Wealth Engineering LLC. Combined Mr. Romano and Ms. Raynor have voting and shared dispositive control of these
shares.
|
(5)
|
In
addition to the 110,853,471 shares owned by Wealth Engineering LLC, Ms. Raynor owns 105,000,000 shares personally.
|
(6)
|
In
addition to the 110,853,471 shares owned by Wealth Engineering LLC, Mr. Romano owns 105,000,000 shares personally.
|
(7)
|
Joseph
Hagan is the beneficial owner of a total of 199,683,274, which are held in the names of three entities he controls
and in his individual name.
|
(8)
|
David
Rothrock beneficially owns 575,428,571 shares issuable upon conversion of three Convertible Notes in an aggregate
principal amount of $3,300,000 issued to DBR Capital, LLC, as well as 104,000,000 Default Shares issuable upon our
default under one or more of the Notes. Mr. Rothrock is the sole managing member of DBR Capital.
|
(9)
|
Brian
McMullen beneficially owns 290,000,000 shares, which are held in his own name and in the name of an entity he owns.
|
No
director, executive officer, affiliate, or any 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.
Equity
Compensation Plans
The
following table summarizes the equity compensation plans under which our securities may be issued as of September 30, 2020:
Plan Category
|
|
|
Number of Securities To Be Issued upon Exercise of Outstanding Options, Warrants and Rights
(a)
|
|
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(b)
|
|
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a))
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by security holders
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Related
persons Transactions
Our
related-party payables consisted of the following:
|
|
September 30, 2020
|
|
|
March 31, 2020
|
|
Short-term advances [1]
|
|
$
|
489,850
|
|
|
$
|
876,427
|
|
Promissory note entered into on 1/30/20 [2]
|
|
|
1,133,333
|
|
|
|
1,033,333
|
|
Convertible Promissory Note entered into on 4/27/20 [3]
|
|
|
77,198
|
|
|
|
-
|
|
Convertible Promissory Note entered into on 5/27/20 [4]
|
|
|
36,019
|
|
|
|
-
|
|
Accounts payable – related party [5]
|
|
|
30,000
|
|
|
|
55,000
|
|
|
|
$
|
1,766,400
|
|
|
$
|
1,964,760
|
|
[1]
|
We
periodically receive advances for operating funds from our current majority shareholders and other related parties, including
entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand and are unsecured.
During the six months ended September 30, 2020, we received $2,338,137 in cash proceeds from advances,
incurred $50,000 in interest expense on the advances, and repaid related parties $2,816,713. Also during
the six months ended September 30, 2020 there was a change in senior management therefore $26,001 due
to a former member of the senior management team was reclassified from a related party payable to debt on our balance sheet.
|
|
|
[2]
|
We
entered into a $1,000,000 promissory note with Joeseph Cammarata, our Chief Executive Officer, on January 30, 2020. The term
of the note is one year, at which time the principal and interest of 20%, or $200,000 will be due. During the six months ended
September 30, 2020 we recognized $100,000 of interest expense on the note.
|
|
|
[3]
|
On
April 27, 2020 we received proceeds of $1,300,000 from DBR Capital, LLC, an entity controlled by members of our Board of Directors.
The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. The note
is convertible into common stock at a conversion price of $0.01257 per share therefore during the six months ended September
30, 2020 we recorded a beneficial conversion feature and debt discount of $1,300,000. During the six months ended September
30, 2020 we recognized $55,531 of the debt discount into interest expense as well as expensed an additional $111,223 of interest
expense on the note, of which $89,556 was repaid during the period.
|
|
|
[4]
|
On
May 27, 2020 we received proceeds of $700,000 from DBR Capital, LLC, an entity controlled by members of our Board of Directors.
The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. The note
is convertible into common stock at a conversion price of $0.01257 per share therefore during the six months ended September
30, 2020 we recorded a beneficial conversion feature and debt discount of $700,000. During the six months ended September
30, 2020 we recognized $24,352 of the debt discount into interest expense as well as expensed an additional $48,614 of interest
expense on the note, of which $36,947 was repaid during the period.
|
|
|
[5]
|
During
the six months ended September 30, 2020 we paid $25,000 to an accounting firm owned by our Chief Financial Officer to reduce
amounts previously owed. We also incurred $68,000 to reimburse DBR Capital, LLC, for amounts paid on our behalf. The entire
amount was repaid during the six months ended September 30, 2020.
|
In
addition to the above related party debt transactions that were outstanding as of September 30, 2020, and March 31, 2020
we entered into a $3,600,000 convertible promissory note with a member of the senior management team on July 23, 2019. We received
proceeds of $1,000,000 from the note, including $900,000 in cash and $100,000 which offset amounts owing to the lender. In accordance
with the terms of the note we were required to repay a monthly minimum payment of $50,000 beginning January of 2020 through June
of 2020 and a monthly minimum payment of $100,000 beginning July of 2020 until the total principal amount has been repaid. The
lender had the right to convert up to $2,600,000 of the outstanding and unpaid principal amount into shares of our common stock
at a conversion price of $0.005 per share, subject to adjustment. At inception we recorded a beneficial conversion feature of
$1,000,000 as a debt discount and we recorded $2,600,000 as a debt discount, representing the difference between the face value
of the note and the proceeds received. Effective March 31, 2020 we entered into a settlement agreement to issue 200,000,000 shares
of our common stock to repay the $3,600,000 convertible promissory note and $500,000 worth of short-term advances (see [1] above),
for a total of $4,100,000 worth of related party debt settled. In conjunction with the settlement the full debt discount of $3,600,000
was recognized into interest expense during the year ended March 31, 2020.
In
addition to the above-mentioned related-party lending arrangements, during the year ended March 31, 2020 we sold 57 APEX units
to related parties for proceeds of $122,720, $100,000 of which was offset against short term advances. We made 233 lease
payments to these related parties during the year ended March 31, 2020, equating to $116,500. During the year ended March 31,
2019, we sold $41,500 worth of high-speed computer processing equipment to our then chief executive officer. This revenue was
included in the equipment sales reported on our statement of operations.
Subsequent
to September 30, 2020, we completed a third closing with DBR Capital under the Securities Purchase Agreement originally entered
into between the parties on April 27, 2020. At the third closing, DBR Capital purchased a $1,300,000 convertible secured promissory
note. The promissory note is due on April 27, 2030, bears interest at the rate of 25% per year, is convertible into our common
stock at a conversion price of $0.007 per share if certain benchmarks relating to the trading price and volume of the common stock
are met, and is secured by the Guaranty and Collateral Agreement entered into between the parties as of May 15, 2020.
As
part of the third closing, certain agreements previously entered into were amended as follows:
|
●
|
The
April 2020 Securities Purchase Agreement was amended and restated to reduce the amount of the third closing and to add fourth
and fifth closings now contemplated to occur on or before May 31, 2021, and August 31, 2021, respectively. The fourth and
fifth closings are at the sole discretion of DBR Capital and we cannot provide any assurance that they will occur when contemplated
or ever. The Amended and Restated Securities Purchase Agreement also provides for the issuance of additional shares of our
common stock upon any event of default under the Notes.
|
|
|
|
|
●
|
The
April 27, 2020, and May 27, 2020, Notes were amended and restated to adjust the conversion price from approximately $0.0126
to $0.007 per share, consistent with the November 9, 2020, Note.
|
|
|
|
|
●
|
The
Investor Rights Agreement was amended to specify that David Rothrock is the investor director whose affirmative vote is required
for certain actions and to require the approval of the investor director for any action taken by our board of directors.
|
|
|
|
|
●
|
The
Voting Agreement was amended to include provisions to expand our board of directors to seven members, leaving two seats vacant,
and to allow DBR Capital to fill those vacancies and remove directors in the event of default.
|
|
|
|
|
●
|
We
agreed to issue DBR Capital 104,000,000 Default Shares if we default under one or more of the Notes.
|
Additionally,
certain of our founders entered into a Pledge Agreement, pledging certain common stock of their own as security to DBR Capital
in the event of a default under the convertible promissory notes.
Description
of our SECURITIES
General
Our
articles of incorporation, as amended, authorize us to issue 10,050,000,000 shares of capital stock, consisting of 10,000,000,000
shares of common stock, par value $0.001, and 50,000,000,000 shares of preferred stock, par value $0.001.
Common
Stock
Our
amended and restated articles of incorporation authorize the issuance of 10,000,000,000 shares of common stock, par value $0.001.
The holders of common stock are entitled to one vote per share on each matter submitted to a vote at any meeting of stockholders.
Shares of common stock do not carry cumulative voting rights and, therefore, a majority of the shares of outstanding common stock
will be able to elect the entire board of directors and, if they do so, minority stockholders would not be able to elect any persons
to the board of directors. Our bylaws provide that a majority of our issued and outstanding shares constitutes a quorum for stockholders’
meetings, except respecting certain matters for which a greater percentage quorum is required by statute or the bylaws.
Our
stockholders have no pre-emptive rights to acquire additional shares of common stock or other securities. The common stock is
not subject to redemption and carries no subscription or conversion rights. In the event of our liquidation, the shares of common
stock are entitled to share equally in corporate assets after satisfaction of all liabilities.
Holders
of common stock are entitled to receive such dividends as the board of directors may, from time to time, declare out of funds
legally available for the payment of dividends. We seek growth and expansion of our business through the reinvestment of profits,
if any, and do not anticipate that we will pay dividends in the foreseeable future.
Preferred
Stock
Our
amended and restated articles of incorporation authorize the issuance of 50,000,000 shares of preferred stock, par value $0.001.
The board of directors is empowered, without stockholder approval, to designate and issue additional series of preferred stock
with dividend, liquidation, conversion, voting, or other rights or restrictions, including the right to issue convertible securities
with no limitations on conversion, which could adversely affect the voting power or other rights of the holders of our common
stock, substantially dilute a common stockholder’s interest, and depress the price of our common stock.
Authority
to Issue Stock
The
board of directors has the authority to issue the authorized but unissued shares of common stock without action by the stockholders.
The issuance of such shares would reduce the percentage ownership held by current stockholders.
As
of December 14, 2020, there were 3,062,481,329 shares of our common stock outstanding and 121,345,168 shares reserved
for issuance pursuant to outstanding convertible notes; and 37,500,000 shares reserved for issuance pursuant to outstanding grants
under the 2020 Employee Incentive Plan. Our Company is authorized, without stockholder approval, to issue additional shares of
authorized but unissued capital stock.
Common
Stock
Dividend
Rights
Subject
to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock are entitled
to receive dividends out of funds legally available if our Board, in its discretion, determines to declare and pay dividends and
then only at the times and in the amounts that our Board may determine.
Voting
Rights
Holders
of our Common Stock are entitled to one vote for each share held on all matters properly submitted to a vote of stockholders on
which holders of common stock are entitled to vote. We have not provided for cumulative voting for the election of directors in
our Certificate of Incorporation. The directors are elected by a plurality of the outstanding shares entitled to vote on the election
of directors. On all other
No
Pre-emptive or Similar Rights
Our
Common Stock is not entitled to pre-emptive rights, and is not subject to conversion, redemption or sinking fund provisions.
Right
to Receive Liquidation Distributions
If
we become subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders
would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding
at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment
of liquidation preferences, if any, on any outstanding shares of preferred stock.
Preferred
Stock
Our
Board is authorized, subject to limitations prescribed by the Nevada Revised Statutes, to issue preferred stock in one or more
series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers,
preferences and rights of the shares of each Series and any of its qualifications, limitations or restrictions, in each case without
further vote or action by our stockholders. Our Board can also increase (but not above the total number of authorized shares of
the class) or decrease (but not below the number of shares then outstanding) the number of shares of any series of preferred stock,
without any further vote or action by our stockholders. Our Board may authorize the issuance of preferred stock with voting or
conversion rights that could adversely affect the voting power or other rights of the holders of our common stock or other series
of preferred stock. The issuance of preferred stock, while providing flexibility in connection with possible financings, acquisitions
and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our
control of our company and might adversely affect the market price of our common stock and the voting and other rights of the
holders of our common stock.
Issuance
of Undesignated Preferred Stock
Our
Board has the authority, without further action by the stockholders, to issue up to 50,000,000 shares of undesignated preferred
stock with rights and preferences, including voting rights, designated from time to time by our Board.
As
of the date of this Prospectus, we had 2,000,000 shares of Series B Preferred Stock authorized of which approximately
52,000 shares of Series B Preferred issued and outstanding. We are offering up to 2,000,000 shares Series
B Preferred which on a share-for-share basis reduces the remaining 48,000,000 authorized shares. Our Series B Preferred are being
issued under this authority.
The
existence of authorized but unissued shares of preferred stock would enable our Board to render more difficult or to discourage
an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.
Transfer
Agent and Registrar
Vstock
Transfer, LLC., is the Company’s transfer agent with respect of our Common Stock, Series B Preferred Stock and Warrants
issued as part of the Unit Offering. The principal business address of VStock is 18 Lafayette Place, Woodmere, NY
11598. Phone: 212-828-8436 Fax: 646-536-3179
Description
of OFFERED SECURITIES
The
following description summarizes the most important terms of the Units, the Series B Preferred, the Warrants, and the NRS. This
summary does not purport to be complete and is qualified in its entirety by the provisions of our Certificate of Incorporation,
Certificate of Designations of the Series B Preferred, our Bylaws, and the form of Warrant, copies of which have been filed as
exhibits to the registration statement of which this prospectus is a part.
Units
Each
Unit offered hereby consists of (i) one share of Series B Preferred and (ii) five Warrants, each exercisable for a period of five
years from the date of issuance to purchase one additional share of Common Stock at an exercise price of $0.10, subject to adjustment
as disclosed under “Warrants” below. The Units will not be certificated and the shares of Series B Preferred and the
Warrants offered as part of such Units are immediately separable and will be issued separately in this Offering.
Series
B Preferred
General
We
are currently authorized to designate and issue up to 50,000,000 shares of preferred stock, par value $0.001 per share, in one
or more classes or Series and, subject to the limitations prescribed by our Amended and Restated Certificate of Incorporation
and the Nevada Revised Statutes, with such rights, preferences, privileges and restrictions of each class or series of preferred
stock, including dividend rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting
any class or Series our Board may determine, without any vote or action by our stockholders. As of the date of this prospectus,
we had 2,000,000 authorized but unissued shares of Series B Preferred.
The
Series B Preferred offered hereby will be fully paid and nonassessable. Our Board may, without the approval of holders of the
Series B Preferred or our Common Stock, designate additional series of authorized preferred stock ranking junior to or on parity
with the Series B Preferred and authorize the issuance of such shares. Designation of preferred stock ranking senior to the Series
B Preferred will require approval of the holders of Series B Preferred, as described below in “Voting Rights.”
No
Maturity, Sinking Fund or Mandatory Redemption
The
Series B Preferred has no stated maturity and will not be subject to any sinking fund or mandatory redemption. Shares of the Series
B Preferred will remain outstanding indefinitely unless we decide to redeem or otherwise repurchase them. We are not required
to set aside funds to redeem the Series B Preferred.
Ranking
The
Series B Preferred will rank, with respect to rights to the payment of dividends and the distribution of assets upon our liquidation,
dissolution or winding up:
|
(1)
|
senior
to all classes or series of our common stock (except where common stockholders have contractual rights and preferences described
in paragraph (2) below) and to all other equity securities issued by us other than equity securities referred to in paragraph
(3) below;
|
|
(2)
|
junior
to future equity securities issued by us with terms specifically providing that those equity securities rank senior to the
Series B Preferred with respect to rights to the payment of dividends and the distribution of assets upon our liquidation,
dissolution or winding up (See “Voting Rights” below);
|
|
(3)
|
effectively
junior to all of our existing and future indebtedness (including indebtedness convertible to our common stock or preferred
stock).
|
Dividends
Holders
of shares of Series B Preferred are entitled to receive cumulative cash dividends at the rate of 13% of the Stated Value of $25
per share per annum (equivalent to $3.25 per annum per share). See Plan of Distribution – Escrow Agreement.”
Commencing on the date of the issuance of shares of Series B Preferred Stock (as applicable, the “Issue Date”),
dividends shall accrue on the Series B Preferred Stock daily and shall be cumulative from, and including, the applicable
Issue Date and, pursuant to the Amended Series B Certificate of Designation, filed as Exhibit 10.55.2 hereto, shall be payable
quarterly in arrears on or about the 15th day after the end of each calendar quarter (each, a “Dividend
Payment Date”) to the Preferred B Holders (each, a “Dividend Record Date”). The Amended Series B Certificate
of Designation further provides that: (i) at the Corporation’s sole discretion, dividends in amounts less than $50.00 may
be held and not paid until the Dividend Payment Date on which the accumulated dividend payable exceeds $50.00; and (ii) dividends
may be paid to Series B Holders by check, wire transfer or such other form of payment, including the type of currency
(including but not limited to digital assets designed to work as a medium of exchange) agreed to by the Corporation
and each Series B Holder.
No
dividends on shares of Series B Preferred shall be authorized by our Board or paid or set apart for payment by us at any time
when the terms and provisions of any agreement of ours, including any agreement relating to our indebtedness, prohibit the authorization,
payment or setting apart for payment thereof or provide that the authorization, payment or setting apart for payment thereof would
constitute a breach of the agreement or a default under the agreement, or if the authorization, payment or setting apart for payment
shall be restricted or prohibited by law. You should review the information appearing above under “Risk Factors—We
may not be able to pay dividends on the Series B Preferred” for information as to, among other things, other circumstances
under which we may be unable to pay dividends on the Series B Preferred.
Notwithstanding
the foregoing, dividends on the Series B Preferred will accrue whether or not we have earnings, whether or not there are funds
legally available for the payment of those dividends and whether or not those dividends are declared by our Board. No interest,
or sum in lieu of interest, will be payable in respect of any dividend payment or payments on the Series B Preferred that may
be in arrears, and holders of the Series B Preferred will not be entitled to any dividends in excess of full cumulative dividends
described above. Any dividend payment made on the Series B Preferred shall first be credited against the earliest accumulated
but unpaid dividend due with respect to those shares.
Future
distributions on our common stock and preferred stock, including the Series B Preferred will be at the discretion of our Board
and will depend on, among other things, our results of operations, cash flow from operations, financial condition and capital
requirements, any debt service requirements and any other factors our Board deems relevant. Accordingly, we cannot guarantee that
we will be able to make cash distributions on our preferred stock or what the actual distributions will be for any future period.
Unless
full cumulative dividends on all shares of Series B Preferred have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods,
no dividends (other than in shares of common stock or in shares of any series of preferred stock that we may issue ranking junior
to the Series B Preferred as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding
up) shall be declared or paid or set aside for payment upon shares of our common stock or preferred stock that we may issue ranking
junior to, or on a parity with, the Series B Preferred as to the payment of dividends or the distribution of assets upon liquidation,
dissolution or winding up. Nor shall any other distribution be declared or made on shares of our common stock or preferred stock
that we may issue ranking junior to, or on a parity with, the Series B Preferred as to the payment of dividends or the distribution
of assets upon liquidation, dissolution or winding up. Also, any shares of our common stock or preferred stock that we may issue
ranking junior to or on a parity with the Series B Preferred as to the payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up shall not be redeemed, purchased or otherwise acquired for any consideration (or any moneys
paid to or made available for a sinking fund for the redemption of any such shares) by us (except by conversion into or exchange
for our other capital stock that we may issue ranking junior to the Series B Preferred as to the payment of dividends and the
distribution of assets upon liquidation, dissolution or winding up).
When
dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series B Preferred and
the shares of any other series of preferred stock that we may issue ranking on a parity as to the payment of dividends with the
Series B Preferred, all dividends declared on the Series B Preferred and any other series of preferred stock that we may issue
ranking on a parity as to the payment of dividends with the Series B Preferred shall be declared pro rata so that the amount of
dividends declared per share of Series B Preferred and such other series of preferred stock that we may issue shall in all cases
bear to each other the same ratio that accrued dividends per share on the Series B Preferred and such other series of preferred
stock that we may issue (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such
preferred stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall
be payable in respect of any dividend payment or payments on the Series B Preferred that may be in arrears.
Liquidation
Preference
In
the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of Series B Preferred
will be entitled to be paid out of the assets we have legally available for distribution to our stockholders, with respect to
the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $25 per share, plus an amount
equal to any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets is
made to holders of our common stock or any other class or series of our capital stock we may issue that ranks junior to the Series
B Preferred as to liquidation rights.
In
the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient
to pay the amount of the liquidating distributions on all outstanding shares of Series B Preferred and the corresponding amounts
payable on all shares of other classes or series of our capital stock that we may issue ranking on a parity with the Series B
Preferred in the distribution of assets, then the holders of the Series B Preferred and all other such classes or series of capital
stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which
they would otherwise be respectively entitled.
Holders
of Series B Preferred will be entitled to written notice of any such liquidation, dissolution or winding up of no fewer than 30
days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of Series B Preferred will have no right or claim to any of our remaining assets. The consolidation
or merger of us with or into any other corporation, trust or entity or of any other entity with or into us, or the sale, lease,
transfer or conveyance of all or substantially all of our property or business, shall not be deemed a liquidation, dissolution
or winding up of us (although such events may give rise to the special optional redemption to the extent described below).
Redemption
The
Series B Preferred is not redeemable by us prior to the three-year anniversary of the date of first issuance of each respective
share, except upon a change of control.
On
and after the three-year anniversary of the date of each issuance, we may, at our option and upon not less than 30 nor
more than 60 days’ written notice, redeem the Series B Preferred, in whole or in part, at any time or from time to time,
for cash at a redemption price of $25 per share, plus any accumulated and unpaid dividends thereon to, but not including, the
date fixed for redemption.
Upon
the occurrence of a change of control, whether before or after the three-year anniversary of the date of the first issuance,
we may, at our option, upon not less than 30 nor more than 60 days’ written notice, redeem the Series B Preferred, in whole
or in part, within 120 days after notice of such Change of Control, for cash at a redemption price of $25 per share, plus any
accumulated and unpaid dividends thereon to, but not including, the redemption date.
A
“Change of Control” is deemed to occur when any person, including any syndicate or group deemed to be a “person”
under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger or other
acquisition transaction or series of purchases, mergers or other acquisition transactions shall have acquired our stock entitling
that person to exercise more than 50% of the total voting power of all our stock entitled to vote generally in the election of
our directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the
right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition).
Redemption
Procedures
In
the event we elect to redeem Series B Preferred, the notice of redemption will be mailed to each holder of record of the Series
B Preferred called for redemption at such holder’s address as it appear on our stock transfer records, not less than 30
nor more than 60 days prior to the redemption date, and will state the following:
|
●
|
the
redemption date;
|
|
●
|
the
number of shares of Series B Preferred to be redeemed;
|
|
●
|
the
redemption price of $25 per share plus any accrued but unpaid dividends;
|
|
●
|
the
place or places where certificates (if any) for the Series B Preferred are to be surrendered for payment of the redemption
price;
|
|
●
|
that
dividends on the shares to be redeemed will cease to accumulate on the redemption date;
|
|
●
|
if
applicable, that such redemption is being made in connection with a Change of Control and, in that case, a brief description
of the transaction or transactions constituting such Change of Control.
|
If
less than all of the Series B Preferred held by any holder are to be redeemed, the notice mailed to such holder shall also specify
the number of shares of Series B Preferred held by such holder to be redeemed. No failure to give such notice or any defect thereto
or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series B Preferred
except as to the holder to whom notice was defective or not given.
Holders
of Series B Preferred to be redeemed shall surrender the Series B Preferred at the place designated in the notice of redemption
and shall be entitled to the redemption price and any accumulated and unpaid dividends payable upon the redemption following the
surrender. If notice of redemption of any shares of Series B Preferred has been given and if we have irrevocably set aside the
funds necessary for redemption in trust for the benefit of the holders of the shares of Series B Preferred so called for redemption,
then from and after the redemption date (unless default shall be made by us in providing for the payment of the redemption price
plus accumulated and unpaid dividends, if any), dividends will cease to accrue on those shares of Series B Preferred, those shares
of Series B Preferred shall no longer be deemed outstanding and all rights of the holders of those shares will terminate, except
the right to receive the redemption price plus accumulated and unpaid dividends, if any, payable upon redemption. If any redemption
date is not a business day, then the redemption price and accumulated and unpaid dividends, if any, payable upon redemption may
be paid on the next business day and no interest, additional dividends or other sums will accrue on the amount payable for the
period from and after that redemption date to that next business day. If less than all of the outstanding Series B Preferred is
to be redeemed, the Series B Preferred to be redeemed shall be selected pro rata (as nearly as may be practicable without creating
fractional shares) or by any other equitable method we determine.
In
connection with any redemption of Series B Preferred, we shall pay, in cash, any accumulated and unpaid dividends to, but not
including, the redemption date, unless a redemption date falls after a Dividend Record Date and prior to the corresponding dividend
payment date, in which case each holder of Series B Preferred at the close of business on such Dividend Record Date shall be entitled
to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares
before such dividend payment date. Except as provided above, we will make no payment or allowance for unpaid dividends, whether
or not in arrears, on shares of the Series B Preferred to be redeemed.
Unless
full cumulative dividends on all shares of Series B Preferred have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods,
no shares of Series B Preferred shall be redeemed unless all outstanding shares of Series B Preferred are simultaneously redeemed
and we shall not purchase or otherwise acquire directly or indirectly any shares of Series B Preferred (except by exchanging it
for our capital stock ranking junior to the Series B Preferred as to the payment of dividends and distribution of assets upon
liquidation, dissolution or winding up); provided, however, that the foregoing shall not prevent the purchase or acquisition by
us of shares of Series B Preferred pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding
shares of Series B Preferred.
Subject
to applicable law, we may purchase shares of Series B Preferred in the open market, by tender or by private agreement. Any shares
of Series B Preferred that we acquire may be retired and reclassified as authorized but unissued shares of preferred stock, without
designation as to class or series, and may thereafter be reissued as any class or series of preferred stock.
Voting
Rights
Holders
of the Series B Preferred do not have any voting rights, except as set forth below or as otherwise required by the Nevada Revised
Statutes.
On
each matter on which holders of Series B Preferred are entitled to vote, each share of Series B Preferred will be entitled to
one vote.
So
long as any shares of Series B Preferred remain outstanding, we will not, without the affirmative vote or consent of the holders
of at least two-thirds of the votes entitled to be cast by the holders of the Series B Preferred outstanding at the time, given
in person or by proxy, either in writing or at a meeting (voting together as a class with all other series of parity preferred
stock that we may issue upon which like voting rights have been conferred and are exercisable), (a) authorize or create, or increase
the authorized or issued amount of, any class or series of capital stock ranking senior to the Series B Preferred with respect
to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassify any of our authorized
capital stock into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right
to purchase any such shares; or (b) amend, alter, repeal or replace our amended and restated Certificate of Incorporation, including
by way of a merger, consolidation or otherwise in which we may or may not be the surviving entity, so as to materially and adversely
affect and deprive holders of Series B Preferred of any right, preference, privilege or voting power of the Series B Preferred
(each, an “Event”). An increase in the amount of the authorized preferred stock, including the Series B Preferred,
or the creation or issuance of any additional Series B Preferred or other series of preferred stock that we may issue, or any
increase in the amount of authorized shares of such series, in each case ranking on a parity with or junior to the Series B Preferred
with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed
an Event and will not require us to obtain two-thirds of the votes entitled to be cast by the holders of the Series B Preferred
and all such other similarly affected series, outstanding at the time (voting together as a class).
The
foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise
be required shall be effected, all outstanding shares of Series B Preferred shall have been redeemed or called for redemption
upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption.
Except
as expressly stated in the Amended Certificate of Designation, filed as Exhibit 10.55.1 and attached to the POS AM as filed with
the SEC on June 2, 2020, or as may be required by applicable law, the Series B Preferred do not have any relative, participating,
optional or other special voting rights or powers and the consent of the holders thereof shall not be required for the taking
of any corporate action.
No
Conversion Rights
The
Series B Preferred is not convertible into our common stock of the Company. However, if the Company effects any issuance by the
Company or any of its subsidiaries of a new series of preferred stock paying a cash dividend in excess of 13% (a “Subsequent
Series Preferred Stock”), the Holder may elect, in its sole discretion, to exchange all or some of the Series B Preferred
Stock then held for such Subsequent Series Preferred Stock.
No
Pre-emptive Rights
The
holders of the Series B Preferred will not, as holders of Series B Preferred, have any pre-emptive rights to purchase or subscribe
for our common stock or any other security.
Change
of Control
Provisions
in our Certificate of Incorporation and Bylaws may make it difficult and expensive for a third party to pursue a tender offer,
change of control or takeover attempt, which is opposed by management and our Board.
Anti-Dilution
Rights
The
Certificate of Designations for the Series B Preferred provides that if we effect a stock dividend, a stock split or a reverse
split of the Series B Preferred, the dividend and redemption rates will be proportionately adjusted.
Warrants
Holders
of each Warrant may purchase one share of our Common Stock at an exercise price of $0.10 per share, subject to adjustment
as discussed below under “Exercise Price/Adjustment”, immediately following the sale of each Unit and terminating
at 5:00 p.m., New York City time, for a period of five years after the date of issuance.
Exercisability
The
Warrants are exercisable at any time after their original issuance and at any time up to the date that is five years after their
original issuance. The Warrants may be exercised upon surrender of the Warrant certificate on or prior to the expiration date
at the offices of our stock transfer agent, with the exercise form on the reverse side of the Warrant certificate completed and
executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for
the number of warrants being exercised.
Exercise
Limitation
A
holder may not exercise any portion of a Warrant to the extent that the holder, together with its affiliates and any other person
or entity acting as a group, would own more than 4.99% of the outstanding common stock after exercise, as such percentage ownership
is determined in accordance with the terms of the Warrant, except that upon prior notice from the holder to us, the holder may
waive such limitation up to a percentage not in excess of 9.99%.
Exercise
Price/Adjustment
The
exercise price of the Warrants is $_.00 per share (“Exercise Price”). The Exercise Price is subject to proportionate
adjustment in the event of certain stock dividends and distributions, stock splits, reverse splits, reclassifications or similar
events affecting our common stock.
In
addition, the exercise price of the Warrants is subject to adjustment in the event during the five year exercise period from the
original issuance of the Warrants, if we sell any shares of our Common Stock or securities exchangeable or exercisable or convertible
into our Common Stock, subject to certain exceptions, at a price per share less than the exercise price of the Warrants then in
effect or without consideration.
Fractional
Shares
No
fractional shares of our common stock will be issued upon exercise of the Warrants. If, upon exercise of any Warrant, a holder
would be entitled to receive a fractional interest in a share of our common stock, we will, upon exercise, round up to the number
of shares of commons stock to the next whole share.
Transferability
Subject
to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.
Warrant
Agent; Global Certificate
The
Warrants will be issued in registered form under a warrant agent agreement between the Warrant Agent and us. The Warrants shall
initially be represented only by one or more global warrants deposited with the Warrant Agent, as custodian on behalf of The Depository
Trust Company (DTC) and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.
Rights
as a Stockholder
The
Warrant holders do not have the rights or privileges of holders of our common stock or any voting rights until their respective
Warrants are exercised and shares of our common stock are issued upon such exercise. After the issuance of shares of common stock
upon exercise of the Warrants, each holder will be entitled to one vote for each share held of record on all matters on which
our stockholders are entitled to vote.
Governing
Law
The
Warrants and he warrant agent agreement are governed by Nevada law.
Trading
Market
We
expect that the Units, the Series B Preferred and the Warrants will be quoted on the OTCQB under the symbols INVUU, INVUB AND
INVUW, respectively.
Our
goal is to apply to Nasdaq or OTCQX or OTCQB to list our Common Stock, Units, Series B Preferred, and Warrants on that exchange
but there can be no assurance that any of our securities will, in fact, qualify for listing or quotation on Nasdaq or the OTCQX
or OTCQB. We presently do not meet all of Nasdaq’s quantitative initial listing
requirements or the OTCQX quotation requirements. If in the future we believe we do comply with the Nasdaq initial listing quantitative
requirements, we must also meet its qualitative requirements. We cannot assure you that any of our securities will be listed on
Nasdaq, OTCQX or OTCQB. However, our plan is to have the initial closing of our Units after the sale of 200,000 Units, resulting
in proceeds of $5.0 million which will qualify for quotation on the OTCQB, provided that we have the minimum number of holders
of the Series B Preferred and Warrants. See “Risk Factors.”
Transfer
Agent and Registrar
Vstock
Transfer, LLC., will act as the registrar and transfer agent in respect of the Company’s Common stock, Series
B Preferred, Warrants and any underlying shares. The principal business address of VStock Transfer 18 Lafayette
Place, Woodmere, Ny 11598. Phone: 212-828-8436 Fax: 646-536-3179.
Certain
U.S. Federal Income Tax Considerations
The
following discussion summarizes certain U.S. federal income tax considerations that may be applicable to “U.S. holders”
and “non-U.S. holders” (each as defined below) with respect to the purchase, ownership and disposition of the Series
B Preferred offered by this prospectus. This discussion only applies to purchasers who purchase and hold the Series B Preferred
as a capital asset within the meaning of Section 1221 of the Code (generally property held for investment). This discussion does
not describe all of the tax consequences that may be relevant to each purchaser or holder of the Series B Preferred in light of
its particular circumstances.
This
discussion is based upon provisions of the Code, Treasury regulations, rulings and judicial decisions as of the date hereof. These
authorities may change, perhaps retroactively, which could result in U.S. federal income tax consequences different from those
summarized below. This discussion does not address all aspects of U.S. federal income taxation (such as the alternative minimum
tax) and does not describe any foreign, state, local or other tax considerations that may be relevant to a purchaser or holder
of the Series B Preferred in light of their particular circumstances. In addition, this discussion does not describe the U.S.
federal income tax consequences applicable to a purchaser or a holder of the Series B Preferred who is subject to special treatment
under U.S. federal income tax laws (including, a corporation that accumulates earnings to avoid U.S. federal income tax, a pass-through
entity or an investor in a pass-through entity, a tax-exempt entity, pension or other employee benefit plans, financial institutions
or broker-dealers, persons holding the Series B Preferred as part of a hedging or conversion transaction or straddle, a person
subject to the alternative minimum tax, an insurance company, former U.S. citizens or former long-term U.S. residents). We cannot
assure you that a change in law will not significantly alter the tax considerations that we describe in this discussion.
If
a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds the Series B Preferred,
the U.S. federal income tax treatment of a partner of that partnership generally will depend upon the status of the partner and
the activities of the partnership. If you are a partnership or a partner of a partnership holding the Series B Preferred, you
should consult your tax advisors as to the particular U.S. federal income tax consequences of holding and disposing of the Series
B Preferred.
You
should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing
of these securities, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction
and the possible effects of changes in U.S. federal or other tax laws.
U.S.
Holders
Subject
to the qualifications set forth above, the following discussion summarizes certain U.S. federal income tax considerations that
may relate to the purchase, ownership and disposition of the Series B Preferred by “U.S. holders.” You are a “U.S.
holder” if you are a beneficial owner of Series B Preferred and you are for U.S. federal income tax purposes;
-
|
an
individual citizen or resident of the United States;
|
-
|
a
corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia;
|
-
|
an
estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
-
|
a
trust if it (i) is subject to the primary supervision of a court within the United States and one or more United States persons
have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable
United States Treasury regulations to be treated as a United States person.
|
Distributions
in General. If distributions are made with respect to the Series B Preferred, such distributions will be treated
as dividends to the extent of our current or accumulated earnings and profits as determined under the Code. We do not, however,
currently have current or accumulated earnings and profits. Any portion of a distribution that exceeds such earnings and profits
will first be applied to reduce a U.S. holder’s tax basis in the Series B Preferred on a share-by-share basis, and the excess
will be treated as gain from the disposition of the Series B Preferred, the tax treatment of which is discussed below under “Certain
U.S. Federal Income Tax Considerations – U.S. Holders: Disposition of Series B Preferred, Including Redemptions.”
Under
current law, dividends received by individual holders of the Series B Preferred will be subject to a reduced maximum tax rate
of 20% if such dividends are treated as “qualified dividend income” for U.S. federal income tax purposes. The rate
reduction does not apply to dividends received to the extent that the individual shareholder elects to treat the dividends as
“investment income,” which may be offset against investment expenses. Furthermore, the rate reduction does not apply
to dividends that are paid to individual stockholders with respect to Series B Preferred that is held for 60 days or less during
the 121 day period beginning on the date which is 60 days before the date on which the Series B Preferred becomes ex-dividend
(or where the dividend is attributable to a period or periods in excess of 366 days, Series B Preferred that is held for 90 days
or less during the 181 day period beginning on the date which is 90 days before the date on which the Series B Preferred becomes
ex-dividend). Also, if a dividend received by an individual shareholder that qualifies for the rate reduction is an “extraordinary
dividend” within the meaning of Section 1059 of the Code, any loss recognized by such individual shareholder on a subsequent
disposition of the stock will be treated as long-term capital loss to the extent of such “extraordinary dividend,”
irrespective of such shareholder’s holding period for the stock. In addition, dividends recognized by U.S. holders that
are individuals could be subject to the 3.8% tax on net investment income. Individual stockholders should consult their own tax
advisors regarding the implications of these rules in light of their particular circumstances.
Dividends
received by corporate stockholders generally will be eligible for the dividends-received deduction. Generally, this deduction
is allowed if the underlying stock is held for at least 46 days during the 91 day period beginning on the date 45 days before
the ex-dividend date of the stock, and for cumulative preferred stock with an arrearage of dividends attributable to a period
in excess of 366 days, the holding period is at least 91 days during the 181 day period beginning on the date 90 days before the
ex-dividend date of the stock. Corporate stockholders of the Series B Preferred should also consider the effect of Section 246A
of the Code, which reduces the dividends-received deduction allowed to a corporate shareholder that has incurred indebtedness
that is “directly attributable” to an investment in portfolio stock such as preferred stock. If a corporate shareholder
receives a dividend on the Series B Preferred that is an “extraordinary dividend” within the meaning of Section 1059
of the Code, the shareholder in certain instances must reduce its basis in the Series B Preferred by the amount of the “nontaxed
portion” of such “extraordinary dividend” that results from the application of the dividends-received deduction.
If the “nontaxed portion” of such “extraordinary dividend” exceeds such corporate shareholder’s
basis, any excess will be taxed as gain as if such shareholder had disposed of its shares in the year the “extraordinary
dividend” is paid. Each domestic corporate holder of the Series B Preferred is urged to consult with its tax advisors with
respect to the eligibility for and the amount of any dividends received deduction and the application of Code Section 1059 to
any dividends it may receive on the Series B Preferred.
Constructive
Distributions on Series B Preferred. A distribution by a corporation of its stock deemed made with respect to its
preferred stock is treated as a distribution of property to which Section 301 of the Code applies. If a corporation issues preferred
stock that may be redeemed at a price higher than its issue price, the excess (a “redemption premium”) is treated
under certain circumstances as a constructive distribution (or series of constructive distributions) of additional preferred stock.
The constructive distribution of property equal to the redemption premium would accrue without regard to the holder’s method
of accounting for U.S. federal income tax purposes at a constant yield determined under principles similar to the determination
of original issue discount (“OID”) pursuant to Treasury regulations under Sections 1271 through 1275 of the Code (the
“OID Rules”). The constructive distributions of property would be treated for U.S. federal income tax purposes as
actual distributions of the Series B Preferred that would constitute a dividend, return of capital or capital gain to the holder
of the stock in the same manner as cash distributions described under “Certain U.S. Federal Income Tax Considerations –
U.S. Holders: Distributions in General.” The application of principles similar to those applicable to debt instruments with
OID to a redemption premium for the Series B Preferred is uncertain.
We
have the right to call the Series B Preferred for redemption on or after November 4, 2020 (the “call option”), and
have the option to redeem the Series B Preferred upon any Change of Control (the “contingent call option”). The stated
redemption price of the Series B Preferred upon any redemption pursuant to our call option or contingent call option is equal
to the liquidation preference of the Series B Preferred (i.e., $25.00, plus accrued and unpaid dividends) and is payable in cash.
If
the redemption price of the Series B Preferred exceeds the issue price of the Series B Preferred Stock upon any redemption pursuant
to our call option or contingent call option, the excess will be treated as a redemption premium that may result in certain circumstances
in a constructive distribution or series of constructive distributions to U.S. holders of additional Series B Preferred. The redemption
price for the Series B Preferred should be the liquidation preference of the Series B Preferred Assuming that the issue price
of the Series B Preferred is determined under principles similar to the OID Rules, the issue price for the Series B Preferred
should be the initial Offering price to the public (excluding bond houses and brokers) at which a substantial amount of the Series
B Preferred is sold.
A
redemption premium for the Series B Preferred should not result in constructive distributions to U.S. holders of the Series B
Preferred if the redemption premium is less than a de-minimis amount as determined under principles similar to the OID Rules.
A redemption premium for the Series B Preferred should be considered de-minimis if such premium is less than .0025 of the Series
B Preferred liquidation value of $__ at maturity, multiplied by the number of complete years to maturity. Because the determination
under the OID Rules of a maturity date for the Series B Preferred is unclear, the remainder of this discussion assumes that the
Series B Preferred is issued with a redemption premium greater than a de-minimis amount.
The
call option should not require constructive distributions of the redemption premium, if based on all of the facts and circumstances
as of the issue date, a redemption pursuant to the call option is not more likely than not to occur. The Treasury regulations
provide that an issuer’s right to redeem will not be treated as more likely than not to occur if: (i) the issuer and the
holder of the stock are not related within the meaning of Section 267(b) or Section 707(b) of the Code (substituting “20%”
for the phrase “50%); (ii) there are no plans, arrangements, or agreements that effectively require or are intended to compel
the issuer to redeem the stock; and (iii) exercise of the right to redeem would not reduce the yield on the stock determined using
principles applicable to the determination of OID under the OID Rules. The fact that a redemption right is not within the safe
harbour described in the preceding sentence does not mean that an issuer’s right to redeem is more likely than not to occur
and the issuer’s right to redeem must still be tested under all the facts and circumstances to determine if it is more likely
than not to occur. We do not believe that a redemption pursuant to the call option should be treated as more likely than not to
occur under the foregoing test. Accordingly, no U.S. holder of the Series B Preferred should be required to recognize constructive
distributions of the redemption premium because of our call option.
Disposition
of Series B Preferred, Including Redemptions. Upon any sale, exchange, redemption (except as discussed below) or
other disposition of the Series B Preferred, a U.S. holder will recognize capital gain or loss equal to the difference between
the amount realized by the U.S. holder and the U.S. holder’s adjusted tax basis in the Series B Preferred. Such capital
gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for the Series B Preferred is longer
than one year. A U.S. holder should consult its own tax advisors with respect to applicable tax rates and netting rules for capital
gains and losses. Certain limitations exist on the deduction of capital losses by both corporate and non-corporate taxpayers.
In addition, gains recognized by U.S. holders that are individuals could be subject to the 3.8% tax on net investment income.
A
redemption of shares of the Series B Preferred will generally be a taxable event. If the redemption is treated as a sale or exchange,
instead of a dividend, a U.S. holder will recognize capital gain or loss (which will be long-term capital gain or loss, if the
U.S. holder’s holding period for such Series B Preferred exceeds one year) equal to the difference between the amount realized
by the U.S. holder and the U.S. holder’s adjusted tax basis in the Series B Preferred redeemed, except to the extent that
any cash received is attributable to any accrued but unpaid dividends on the Series B Preferred, which will be subject to the
rules discussed above in “Certain U.S. Federal Income Tax Considerations – U.S. Holders: Distributions in General.”
A payment made in redemption of Series B Preferred may be treated as a dividend, rather than as payment in exchange for the Series
B Preferred, unless the redemption:
●
|
is
“not essentially equivalent to a dividend” with respect to a U.S. holder under Section 302(b)(1) of the Code;
|
●
|
is
a “substantially disproportionate” redemption with respect to a U.S. holder under Section 302(b)(2) of the Code;
|
●
|
results
in a “complete redemption” of a U.S. holder’s stock interest in the company under Section 302(b)(3) of the
Code; or
|
●
|
is
a redemption of stock held by a non-corporate shareholder, which results in a partial liquidation of the company under Section
302(b)(4) of the Code.
|
In
determining whether any of these tests has been met, a U.S. holder must take into account not only shares of the Series B Preferred
and the common stock that the U.S. Holder actually owns, but also shares of stock that the U.S. holder constructively owns within
the meaning of Section 318 of the Code.
A
redemption payment will be treated as “not essentially equivalent to a dividend” if it results in a “meaningful
reduction” in a U.S. holder’s aggregate stock interest in the company, which will depend on the U.S. holder’s
particular facts and circumstances at such time. If the redemption payment is treated as a dividend, the rules discussed above
in “Certain U.S. Federal Income Tax Considerations – U.S. Holders: Distributions in General” apply.
Satisfaction
of the “complete redemption” and “substantially disproportionate” exceptions is dependent upon compliance
with the objective tests set forth in Section 302(b)(3) and Section 302(b)(2) of the Code, respectively. A redemption will result
in a “complete redemption” if either all of the shares of our stock actually and constructively owned by a U.S. holder
are exchanged in the redemption or all of the shares of our stock actually owned by the U.S. holder are exchanged in the redemption
and the U.S. holder is eligible to waive, and the U.S. holder effectively waives, the attribution of shares of our stock constructively
owned by the U.S. holder in accordance with the procedures described in Section 302(c)(2) of Code. A redemption does not qualify
for the “substantially disproportionate” exception if the stock redeemed is only non-voting stock, and for this purpose,
stock which does not have voting rights until the occurrence of an event is not voting stock until the occurrence of the specified
event. Accordingly, any redemption of the Series B Preferred generally will not qualify for this exception because the voting
rights are limited as provided in the “Description of Series B Preferred -Voting Rights.” For purposes of the “redemption
from non-corporate stockholders in a partial liquidation” test, a distribution will be treated as in partial liquidation
of a corporation if the distribution is not essentially equivalent to a dividend (determined at the corporate level rather than
the shareholder level) and the distribution is pursuant to a plan and occurs within the taxable year in which the plan was adopted
or within the succeeding taxable year. For these purposes, a distribution is generally not essentially equivalent to a dividend
if the distribution results in a corporate contraction. The determination of what constitutes a corporate contraction is factual
in nature, and has been interpreted under case law to include the termination of a business or line of business. Each U.S. holder
of the Series B Preferred should consult its own tax advisors to determine whether a payment made in redemption of the Series
B Preferred will be treated as a dividend or a payment in exchange for the Series B Preferred. If the redemption payment is treated
as a dividend, the rules discussed above in “Certain U.S. Federal Income Tax Considerations – U.S. Holders: Distributions
in General” apply. Under proposed Treasury regulations, if any amount received by a U.S. holder in redemption of Series
B Preferred is treated as a distribution with respect to such holder’s Series B Preferred, but not as a dividend, such amount
will be allocated to all shares of the Series B Preferred held by such holder immediately before the redemption on a pro rata
basis. The amount applied to each share will reduce such holder’s adjusted tax basis in that share and any excess after
the basis is reduced to zero will result in taxable gain. If such holder has different bases in shares of the Series B Preferred,
then the amount allocated could reduce a portion of the basis in certain shares while reducing all of the basis, and giving rise
to taxable gain, in other shares. Thus, such holder could have gain even if such holder’s aggregate adjusted tax basis in
all shares of the Series B Preferred held exceeds the aggregate amount of such distribution.
The
proposed Treasury regulations permit the transfer of basis in the redeemed shares of the Series B Preferred to the holder’s
remaining, unredeemed Series B Preferred (if any), but not to any other class of stock held, directly or indirectly, by the holder.
Any unrecovered basis in the Series B Preferred would be treated as a deferred loss to be recognized when certain conditions are
satisfied. The proposed Treasury regulations would be effective for transactions that occur after the date the regulations are
published as final Treasury regulations. There can, however, be no assurance as to whether, when and in what particular form such
proposed Treasury regulations are ultimately finalized.
Information
Reporting and Backup Withholding. Information reporting and backup withholding may apply with respect to payments of dividends
on the Series B Preferred and to certain payments of proceeds on the sale or other disposition of the Series B Preferred. Certain
non-corporate U.S. holders may be subject to U.S. backup withholding (currently at a rate of 24%) on payments of dividends on
the Series B Preferred and certain payments of proceeds on the sale or other disposition of the Series B Preferred unless the
beneficial owner thereof furnishes the payor or its agent with a taxpayer identification number, certified under penalties of
perjury, and certain other information, or otherwise establishes, in the manner prescribed by law, an exemption from backup withholding.
U.S. backup withholding tax is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as
a refund or a credit against a U.S. holder’s U.S. federal income tax liability, which may entitle the U.S. holder to a refund,
provided the U.S. holder timely furnishes the required information to the Internal Revenue Service.
Non-U.S.
Holders
Subject
to the qualifications set forth above under the caption “Certain U.S. Federal Income Tax Considerations,” the following
discussion summarizes certain U.S. federal income tax consequences of the purchase, ownership and disposition of the Series B
Preferred by certain “Non-U.S. holders.” You are a “Non-U.S. holder” if you are a beneficial owner of
the Series B Preferred and you are not a “U.S. holder.”
Distributions
on the Series B Preferred. If distributions are made with respect to the Series B Preferred, such distributions
will be treated as dividends to the extent of our current and accumulated earnings and profits as determined under the Code and
may be subject to withholding as discussed below. Any portion of a distribution that exceeds our current and accumulated earnings
and profits will first be applied to reduce the Non-U.S. holder’s basis in the Series B Preferred and, to the extent such
portion exceeds the Non-U.S. holder’s basis, the excess will be treated as gain from the disposition of the Series B Preferred,
the tax treatment of which is discussed below under “Certain U.S. Federal Income Tax Considerations – Non-U.S. Holders:
Disposition of Series B Preferred, Including Redemptions.” In addition, if we are a U.S. real property holding corporation,
i.e. a “USRPHC,” and any distribution exceeds our current and accumulated earnings and profits, we will need to choose
to satisfy our withholding requirements either by treating the entire distribution as a dividend, subject to the withholding rules
in the following paragraph (and withhold at a minimum rate of 30% or such lower rate as may be specified by an applicable income
tax treaty for distributions from a USRPHC), or by treating only the amount of the distribution equal to our reasonable estimate
of our current and accumulated earnings and profits as a dividend, subject to the withholding rules in the following paragraph,
with the excess portion of the distribution subject to withholding at a rate of 15% or such lower rate as may be specified by
an applicable income tax treaty as if such excess were the result of a sale of shares in a USRPHC (discussed below under “Certain
U.S. Federal Income Tax Considerations – Non-U.S. Holders: Disposition of Series B Preferred, Including Redemptions”),
with a credit generally allowed against the Non-U.S. holder’s U.S. federal income tax liability in an amount equal to the
amount withheld from such excess.
Dividends
paid to a Non-U.S. holder of the Series B Preferred will be subject to withholding of U.S. federal income tax at a 30% rate or
such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with
the conduct of a trade or business by the Non-U.S. holder within the United States (and, where a tax treaty applies, are attributable
to a permanent establishment maintained by the Non-U.S. holder in the United States) are not subject to the withholding tax, provided
that certain certification and disclosure requirements are satisfied including completing Internal Revenue Service Form W-8ECI
(or other applicable form). Instead, such dividends are subject to U.S. federal income tax on a net income basis in the same manner
as if the Non-U.S. holder were a United States person as defined under the Code, unless an applicable income tax treaty provides
otherwise. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch
profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. A Non-U.S. holder
of the Series B Preferred who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed
below, for dividends will be required to (i) complete Internal Revenue Service Form W-8BEN or Form W-8BEN-E (or other applicable
form) and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible
for treaty benefits, or (ii) if the Series B Preferred is held through certain foreign intermediaries, satisfy the relevant certification
requirements of applicable Treasury regulations. A Non-U.S. holder of the Series B Preferred eligible for a reduced rate of U.S.
withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate
claim for refund with the Internal Revenue Service.
Disposition
of Series B Preferred, Including Redemptions. Any gain realized by a Non-U.S. holder on the disposition of the
Series B Preferred will not be subject to U.S. federal income or withholding tax unless:
●
|
the
gain is effectively connected with a trade or business of the Non-U.S. holder in the United States (and, if required by an
applicable income tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. holder in the United
States);
|
●
|
the
Non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition,
and certain other conditions are met; or
|
●
|
we
are or have been a USRPHC for U.S. federal income tax purposes, as such term is defined in Section 897I of the Code, and such
Non-U.S. holder owned directly or pursuant to attribution rules at any time during the five year period ending on the date
of disposition more than 5% of the Series B Preferred. This assumes that the Series B Preferred is regularly traded on an
established securities market, within the meaning of Section 897(c)(3) of the Code.
|
A
Non-U.S. holder described in the first bullet point immediately above will generally be subject to tax on the net gain derived
from the sale under regular graduated U.S. federal income tax rates in the same manner as if the Non-U.S. holder were a United
States person as defined under the Code, and if it is a corporation, may also be subject to the branch profits tax equal to 30%
of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty.
An individual Non-U.S. holder described in the second bullet point immediately above will be subject to a flat 30% tax (or at
such reduced rate as may be provided by an applicable treaty) on the gain derived from the sale, which may be offset by U.S. source
capital losses, even though the individual is not considered a resident of the United States. A Non-U.S. holder described in the
third bullet point above will be subject to U.S. federal income tax under regular graduated U.S. federal income tax rates with
respect to the gain recognized in the same manner as if the Non-U.S. holder were a United States person as defined under the Code.
If a Non-U.S. holder is subject to U.S. federal income tax on any sale, exchange, redemption (except as discussed below), or other
disposition of the Series B Preferred, such a Non-U.S. holder will recognize capital gain or loss equal to the difference between
the amount realized by the Non-U.S. holder and the Non-U.S. holder’s adjusted tax basis in the Series B Preferred. Such
capital gain or loss will be long-term capital gain or loss if the Non-U.S. holder’s holding period for the Series B Preferred
is longer than one year. A Non-U.S. holder should consult its own tax advisors with respect to applicable tax rates and netting
rules for capital gains and losses. Certain limitations exist on the deduction of capital losses by both corporate and Non-corporate
taxpayers. If a Non-U.S. holder is subject to U.S. federal income tax on any disposition of the Series B Preferred, a redemption
of shares of the Series B Preferred will be a taxable event. If the redemption is treated as a sale or exchange, instead of a
dividend, a Non-U.S. holder generally will recognize long-term capital gain or loss, if the Non-U.S. holder’s holding period
for such Series B Preferred exceeds one year, equal to the difference between the amount of cash received and fair market value
of property received and the Non-U.S. holder’s adjusted tax basis in the Series B Preferred redeemed, except that to the
extent that any cash received is attributable to any accrued but unpaid dividends on the Series B Preferred, which generally will
be subject to the rules discussed above in “Certain U.S. Federal Income Tax Considerations - Non-U.S. Holders: Distributions
on the Series B Preferred.” A payment made in redemption of the Series B Preferred may be treated as a dividend, rather
than as payment in exchange for the Series B Preferred, in the same circumstances discussed above under “Certain U.S. Federal
Income Tax Considerations - U.S. Holders: Disposition of Series B Preferred, Including Redemptions.” Each Non-U.S. holder
of the Series B Preferred should consult its own tax advisors to determine whether a payment made in redemption of the Series
B Preferred will be treated as a dividend or as payment in exchange for the Series B Preferred.
Information
reporting and backup withholding. We must report annually to the Internal Revenue Service and to each Non-U.S.
holder the amount of dividends paid to such Non-U.S. holder and the tax withheld with respect to such dividends, regardless of
whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made
available to the tax authorities in the country in which the Non-U.S. holder resides under the provisions of an applicable income
tax treaty. A Non-U.S. holder will not be subject to backup withholding on dividends paid to such Non-U.S. holder as long as such
Non-U.S. holder certifies under penalty of perjury that it is a Non-U.S. holder (and the payor does not have actual knowledge
or reason to know that such Non-U.S. holder is a United States person as defined under the Code), or such Non-U.S. holder otherwise
establishes an exemption. Depending on the circumstances, information reporting and backup withholding may apply to the proceeds
received from a sale or other disposition of the Series B Preferred unless the beneficial owner certifies under penalty of perjury
that it is a Non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United
States person as defined under the Code), or such owner otherwise establishes an exemption. U.S. backup withholding tax is not
an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S.
holder’s U.S. federal income tax liability provided the required information is timely furnished to the Internal Revenue
Service.
Foreign
Account Tax Compliance Act. Sections 1471 through 1474 of the Code (provisions which are commonly referred to as
“FATCA”), generally impose a 30% withholding tax on dividends on Series B Preferred paid on or after July 1, 2014
and the gross proceeds of a sale or other disposition of Series B Preferred paid on or after January 1, 2019 to: (i) a foreign
financial institution (as that term is defined in Section 1471(d)(4) of the Code) unless that foreign financial institution enters
into an agreement with the U.S. Treasury Department to collect and disclose information regarding U.S. account holders of that
foreign financial institution (including certain account holders that are foreign entities that have U.S. owners) and satisfies
other requirements; and (ii) specified other foreign entities unless such an entity certifies that it does not have any substantial
U.S. owners or provides the name, address and taxpayer identification number of each substantial U.S. owner and such entity satisfies
other specified requirements. Non-U.S. holders should consult their own tax advisors regarding the application of FATCA to them
and whether it may be relevant to their purchase, ownership and disposition of Series B Preferred.
Plan
of Distribution
The
Offering
The
Units are being offered by our officers and directors without any compensation for selling Units. The Units are offered on a best
effort no minimum basis which creates a higher degree of risk for earlier investors. See “Risk Factors.” All proceeds
shall be paid to the order of International Financial Enterprise Bank (“IFEB Bank”), with offices in Dallas, Texas,
also referred to hereinafter as the “Escrow Agent, the Escrow Agent, shall deposit all funds into an escrow account it has
created. The Escrow Agent shall retain $9.75 per Unit as a fund to ensure investors will receive 13% cash dividends for
the initial three years resulting in proceeds to the Company of $15.25 per Unit, prior. The Certificate of Designations for the
Series B Preferred requires our Board to declare them, subject to the NRS requirement and limitations.
Escrow
Agreement
Under
the terms of the Escrow Agreement, the Escrow Agent will pay all remaining funds to the Company less expenses of the Escrow Agent
as proceeds of payment are cleared. However, if the Escrow Agent receives notice that a broker-dealer has sold Units (which notice
may be by email form the broker-dealer), the Escrow Agent will (with our consent) pay the broker-dealer the commissions described
in the next paragraph.
While
we do not have any agreements with any broker-dealers (each a “Placement Agent) to sell Units, we have obtained approval
from the Financial Regulatory Authority that broker-dealers who sell Units may receive commissions of 9% of the $25 Unit Offering
Price or $25.00 per Unit sold as a direct result of the selling efforts and introductions of Placement Agents.
Placement
Agent Agreement
The
Company shall, at each closing of the Offering (each a “Closing”), as compensation for the services provided by the
Placement Agent(s) hereunder, pay the Placement Agent(s) a cash commission equal to nine (9%) percent of the gross proceeds received
by the Company from Qualified Investors from such closing (the “Cash Fee”) as a direct result of the selling efforts
and introductions of each respective Placement Agent.
At
the final Closing of the Offering, as additional
compensation for the services provided by the Placement Agent(s) hereunder, the Company will issue to the
Placement Agents a number of warrants (the “Placement Agent Warrants”) equal to nine (9%) percent of the total
number of Units sold to Qualified Investors as a direct result of the selling efforts and introductions of each respective Placement
Agent. The Placement Agent Warrants will entitle each respective Placement Agent to purchase for a period of five (5) years the
number of Units subject to each Placement Agent’s Warrants, at the Unit Offering Price of $25.00 per Unit, solely based
upon the selling efforts and introductions of each respective Placement Agent to Qualified Investors who, in fact, subscribe for
and purchase Units in the Offering.
Legal
Matters
The
validity of the Series B Preferred offered hereby and other certain legal matters will be passed upon for us by The Lonergan Law
Firm, LLC, Lawrence R. Lonergan, Esq. We have incorporated by reference Exhibit 5.1 to the registration statement filed on March
3, 2020, of which this prospectus is included, with respect to the securities subject to the Offering.
Experts
The
consolidated financial statements as of March 31, 2020 and 2019 and for each of the years in the two-year period ended
March 31, 2020, included in this Form S-1 have been so included in reliance upon the report of Haynie & Company, an
independent registered public accounting firm, given on the authority of said firm as an expert in auditing and accounting.
Where
You Can Find MORE Information
We
have filed with the SEC, Washington, D.C. 20549, under the Securities Act, a registration statement on Form S-1 relating to the
shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the
exhibits and schedules thereto. For further information respecting our company and the shares offered by this prospectus, you
should refer to the registration statement, including the exhibits and schedules thereto. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information regarding registrants that file electronically with
the SEC. The SEC’s internet address is http://www.sec.gov.
Statements
contained in this prospectus as to the contents of any contract or other document that we have filed as an exhibit to the registration
statement are qualified in their entirety by reference to the exhibits for a complete statement of their terms and conditions.
The
representations, warranties, and covenants made by us in any agreement that is filed as an exhibit to the registration statement
of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty,
or covenant to you. Moreover, such representations, warranties, or covenants were made as of an earlier date. Accordingly, such
representations, warranties, and covenants should not be relied on as accurately representing the current state of our affairs.
We
file periodic reports, proxy statements, and other information with the SEC in accordance with requirements of the Exchange Act.
We make available through our website, free of charge, copies of these reports as soon as reasonably practicable after we electronically
file or furnish them to the SEC. Our website is located at http://www.InvestView.com. You can also request copies of such documents,
free of charge, by contacting us at 732-889-4300.
Information
contained on our website is not a prospectus and does not constitute a part of this prospectus.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our
directors and officers are indemnified as provided by Section 145 of the Nevada General Corporation Law and our amended and restated
bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities
under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our
directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment
of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless
in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
2,000,000
Units
Each
Unit Consisting of
One
Share of 13% Series B Preferred Cumulative Redeemable Perpetual Preferred Stock and
Five
Warrants Each Exercisable to Purchase One Share of Common Stock
Liquidation
Preference $25 per Series B Preferred Stock
Investview,
Inc.
PROSPECTUS
[ ],
2020
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following is an estimate of the expenses (all of which are to be paid by the Company) that we may incur in connection with the
securities being registered hereby.
Offering Expenses
|
|
|
|
|
SEC registration fee
|
|
$
|
6,620
|
|
FINRA filing fee
|
|
$
|
31,000
|
|
Printing expenses
|
|
$
|
3,000
|
|
Legal fees and expenses
|
|
$
|
25,000
|
|
Accounting fees and expenses
|
|
$
|
35,000
|
|
Miscellaneous
|
|
$
|
25,000
|
|
Total
|
|
$
|
125,620
|
|
Item
14. Indemnification of Directors and Officers.
Our
articles of incorporation, by-laws and director indemnification agreements provide that each person who was or is made a party
or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director
or an officer of the Company or, in the case of a director, is or was serving at our request as a director, officer, or trustee
of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee
benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee
or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by us to the
fullest extent authorized by the Nevada General Corporation Law against all expense, liability and loss reasonably incurred or
suffered by such.
Section
145 of the Nevada General Corporation Law permits a corporation to indemnify any director or officer of the corporation against
expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in
connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer
of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason
to believe his or her conduct was unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation),
indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with
the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided
if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.
Pursuant
to Section 102(b)(7) of the Nevada General Corporation Law, Article Seven of our articles of incorporation eliminates the liability
of a director to us for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:
●
|
from
any breach of the director’s duty of loyalty to us;
|
●
|
from
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
|
●
|
under
Section 174 of the Nevada General Corporation Law; and
|
●
|
from
any transaction from which the director derived an improper personal benefit.
|
We
have entered into indemnification agreements with our directors and executive officers, in addition to the indemnification provided
for in the Bylaws, and we intend to enter into indemnification agreements with any new directors and executive officers in the
future.
The
Company has purchased and intends to maintain insurance on behalf of each and any person who is or was a director or officer of
the Company against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity,
subject to certain exclusions.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item
15. Recent Sales of Unregistered Securities.
The
following information relates to all securities issued or sold by us within the past three years and not registered under the
Securities Act of 1933, (the “Securities Act”).
In
October 2019 we received $175,000 in proceeds from the sale of 7,000,000 shares of our common stock and issued 12,400,000 shares
of our common stock for services.
In
December 2019 we issued 3,218,592 shares of our common stock for services that has not been previously reported in any of our
SEC filings.
In
January and February 2020 we issued 10,000,000 shares of our common stock for services.
In
August and September 2019 we issued 13,000,000 shares of our common stock for proceeds of $325,000.
In
July 2019, we entered into a Convertible Promissory Note and received proceeds of $140,000 after incurring loan fees of $3,000.
The note incurs interest at 12% per annum and has a maturity date of October 8, 2020. The Convertible Promissory Note has a variable
conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject
to adjustment.
In
August 2019, we entered into a Convertible Promissory Note and received proceeds of $100,000 after incurring loan fees of $3,000.
The note incurs interest at 12% per annum and has a maturity date of November 28, 2020. The Convertible Promissory Note has a
variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period,
subject to adjustment.
In
September 2019, we entered into a Convertible Promissory Note and received proceeds of $125,000 after incurring loan fees of $3,000.
The note incurs interest at 12% per annum and has a maturity date of December 10, 2020. The Convertible Promissory Note has a
variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period,
subject to adjustment.
During
the six months ended September 30, 2019, we issued 52,215,648 shares of common stock in exchange for net proceeds of $650,000.
In
conjunction with the sale of common stock during the year ended March 31, 2018, we provided a guarantee to certain individuals
such that we would issue additional shares of our common stock if the average closing price of our common stock fell below $0.02
per share on the 20 days preceding the 18-month anniversary of the date the shares were originally sold. As a result of this guarantee,
we had recorded $626,388 in accounts payable and accrued liabilities on our balance sheet as of March 31, 2018. During the year
ended March 31, 2019, the 18-month anniversary passed without the common stock falling below the set threshold, therefore, we
were released from the guarantee, and we increased additional paid-in capital by $525,000 to remove the previously recorded offering
costs. During the six months ended September 30, 2019, the 18-month anniversary passed without the common stock falling below
the set threshold, therefore, we were released from the guarantee, and we increased additional paid-in capital by $101,387 to
remove the previously recorded offering costs.
Also
during the six months ended September 30, 2019, we issued 241,000,000 shares of common stock, valued at $3,865,500 based on the
market date on the day of issuance, to multiple employees for services and compensation, which is subject to forfeiture if the
employee is not in good standing at the time the shares are fully vested. Of the $3,865,500 value we recognized $1,515,915 as
an expense during the six months ending September 30, 2019 and the remaining $2,349,585 will be recognized ratably over
the vesting term.
During
the six months ended September 30, 2019 we repurchased 5,150 shares of common stock for $102 and we cancelled 22,500,000 shares
that were returned in accordance with the terms of a Convertible Promissory Note (see Note 6), reducing common stock by $22,500
and increasing additional paid in capital by the same. We also cancelled 200,000,000 shares returned in conjunction with the termination
of a Joint Venture Agreement entered into in March of 2019, reducing common stock by $200,000, reducing additional paid in capital
by $3,180,000, offset with a reduction in our prepaid asset of $3,380,000. During the six months ended September 30, 2019 we recorded
a beneficial conversion feature of $1,000,000 related to a convertible promissory note entered into with a related party.
On
February 7, 2019, the Company executed an amendment to a contract executed on April 8, 2018 for twelve months for consulting services.
The Company issued 250,000 shares of common stock at the signing of the contract valued at $30,500 that is being amortized over
the life of the contract.
On
March 22, 2019, the Company issued 3,260,870 shares of common stock to an institutional investor as part of a promissory note
for the first tranche payment. These shares are returnable if the Company repays the promissory note before the maturity date.
The value of these shares is $375,000 which was recorded as prepaid until the six-month maturity has passed. The Company also
issued 1,000,000 shares of common stock to the institutional investor as a commitment fee. The value of these shares is $115,000.
On
April 2, 2019, the Company issued 800,000 shares of common stock pursuant to a capital call notice in relation to an Equity Purchase
Agreement dated June 18, 2018. The capital call totaled $59,100.
On
May 17, 2019, the Company executed a contract for three months for consulting services. The Company issued 500,000 shares of common
stock at the signing of the contract valued at $53,000 that is being amortized over the life of the contract. The contract further
indicated that another 500,000 shares were to be issued at the end of three months. The Company issued the second 500,000 shares
of common stock on August 20, 2019. The value of the shares is $31,200 and was expensed.
On
July 10, 2019, the Company issued 2,692,307 shares of common stock to an institutional investor as part of a promissory note for
the second tranche payment. These shares are returnable if the Company repays the promissory note before the maturity date. The
value of these shares is $167,462 which was recorded as prepaid until the six-month maturity has passed.
On
September 30, 2019, the Company issued 4,000,000 shares of common stock to an institutional investor as part of a promissory note
for the third and final tranche payment. These shares are returnable if the Company repays the promissory note before the maturity
date. The value of these shares is $280,000 which was recorded as prepaid until the six-month maturity has passed.
On
September 25, 2019, the Company executed a contract for six months for consulting services. The contract included the issuance
of 250,000 shares of common stock. The value of these shares is $13,750. The shares had not yet been issued at the nine months
ended September 30, 2019, so the value was recorded as Shares to be Issued.
During
the nine months ended September 30, 2019, the Company issued 4,749,992 shares of common stock to consultants for services rendered
in accordance to consulting agreements. The value of these shares is $466,403
During
the nine months ended September 30, 2019, the Company issued 20,270,431 shares of common stock for debt conversion totaling
$932,667 which includes $889,950 principal, $40,217 accrued interest and $2,500 due diligence fee.
During
the year ended March 31, 2018, we issued 267,127,500 shares of common stock for net proceeds of $2,495,338. We issued 125,000
shares of common stock with a value of $7,500 for a one-year consulting agreement, 80,000,000 shares of common stock with a value
of $2,256,000 for a 15-year license agreement, and 94,250,333 shares of common stock with a value of $6,719,734 for consulting
and service agreements; of the value of the shares issued for services and the license agreement $6,846,060 was recorded as expense,
$3,555 was recorded as a prepaid asset, and $2,133,620 was recorded as a long-term license agreement during the year ended March
31, 2018. We also issued 239,575,884 shares of our common stock in settlement of debt, wherein accrued liabilities, principal,
accrued interest, and derivative liabilities were extinguished in the amounts of $435,892, $2,348,606, $20,696, and $38,557, respectively,
and we recognized a loss on the settlement of debt in the amount of $3,186,394 in the statement of operations for the year ended
March 31, 2018. In conjunction with the shares issued for the settlement of debt, a gain of $413,012 related to the period prior
to the reverse acquisition with Wealth Generators was excluded from the statement of operations. As a result of the reverse acquisition,
we issued 1,358,670,942 shares of common stock.
During
the year ended March 31, 2018, we entered into an equity distribution agreement that provides for cash advances up to $5,000,000
in exchange for shares of our common stock, to be fulfilled at our request. Pursuant to that agreement, we issued 4,273,504 shares
of common stock as a commitment fee, recorded a liability of $250,000 for future commitment fees to be paid, and paid cash of
$15,000 for due diligence costs. As a result, common stock increased $4,274 and additional paid in capital decreased by $269,274
to offset any proceeds from future equity transactions resulting from the agreement. During the year ended March 31, 2018, we
cancelled 250,000 shares of common stock and 1,300 shares of treasury stock, resulting in a decrease in common stock of $251,
a decrease in additional paid in capital of $8,338, and a decrease in treasury stock of $8,589.
In
conjunction with the sale of common stock during the year ended March 31, 2018, we provided a guarantee to certain individuals
such that we would issue additional shares of our common stock if the average closing price of our common stock fell below $0.02
per share on the 20 days preceding the 18-month anniversary of the date the shares were originally sold. As a result of this guarantee
we have recorded $626,388 in accounts payable and accrued liabilities on our balance sheet as of March 31, 2018.
During
the year ended March 31, 2017, we issued 10,670,840 shares of common stock in exchange for $157,500 of cash proceeds. We issued
6,072,200 shares of common stock with a value of $31,775 for legal and consulting services, of which $18,390 was for current year
services and $173,647 was for services incurred in previous periods, therefore we recorded a gain on settlement of debt for $160,262.
We issued 21,069,580 and 400,000 shares of stock valued at $983,735 and $25,800 for compensation and director fees, respectively,
of which $536,575 was for current year services and $472,960 was for amounts previously accrued. We also issued 72,709,924 shares
of common stock in settlement of debt, wherein principal, accrued interest, and derivative liabilities were extinguished in the
amounts of $1,994,362, $414,160, and $128,490, respectively, and we recognized a gain on the settlement of debt in the amount
of $2,163,813. We also wrote off $250,000 worth of Common Stock Subscription Receivable to Additional Paid in Capital during the
year ended March 31, 2017, due to the amounts being uncollectible.
During
the six months ended September 30, 2018, we issued 50,000,000 shares of common stock for the acquisition of United Games, LLC
and United League, LLC. We also issued 1,000,000 shares of common stock, valued at $10,000 based on the market date on the day
of issuance, to an employee for compensation, which is subject to forfeiture if the employee is not in good standing six months
after the date of issuance. Also during the six months ended September 30, 2018, we repurchased 7,000,000 shares of common stock
for $91,000.
On
December 29, 2018, we issued 3,000,000 shares of our common stock to TRITON FUNDS LLC as a donation as agreed in the Common Stock
Purchase Agreement with TRITON FUNDS LP.
On
January 11, 2019, we entered into a convertible promissory note in the amount of $138,000, with Power Up Lending Group, Ltd. and
received proceeds of $138,000. The note incurs interest at 12% per annum and has a maturity date of April 11, 2020.
In
February 2019, we entered into a securities purchase agreement and convertible promissory note in the amount of $270,000, with
Labrys Fund, LP and received proceeds of $243,000. The note incurs interest at 12% per annum and has a maturity date of August
6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock to the note holder as a commitment
fee, provided, however, these shares must be returned to us if the note is fully repaid and satisfied prior to the
date that is 180 days following the issue date.
On
March 6, 2019, we entered into a joint venture agreement with AI Data Consulting LLC and Freedom Enterprise LLC under which the
parties will operate a joint venture acquiring, reselling, and operating high-speed computer processing equipment. Under the terms
of that agreement, we issued an aggregate of 400,000,000 shares of our common stock to those two entities, all of which are subject
to forfeiture if the joint venture does not reach certain milestones established in the agreement.
On
March 29, 2019, we issued 1,000,000 shares of our common stock to an employee as compensation.
On
April 27, 2020, the Company entered into a Securities Purchase Agreement (“SPA”) and related agreements with
DBR Capital, LLC, a Pennsylvania limited liability company (“DBR”), pursuant to which DBR purchased a $1.3 million
convertible note and agreed to purchase a $700,000 convertible note, which was funded on May 28, 2020. DBR also agreed to purchase
an additional convertible note in the principal amount of $9.0 on or before October 31, 2020. The SPA also contemplated the creation
of a new broker-dealer subsidiary for the Company and the exchange of a portion of the equity the new subsidiary to DBR in consideration
for the rights to certain proprietary software and other intellectual property owned by DBR. Reference is made to the Company’s
Form 8-K filed with the SEC on April 30, 2020 and the exhibits filed as part of the 8-K, including the SPA, a Voting Agreement,
Lock-Up Agreement and the $1.3 million convertible note.
Subsequent
to March 31, 2020, we repurchased 9,079 shares of our common stock from a third party. These shares were immediately canceled.
Also subsequent to March 31, 2020 we issued 21,000,000 shares of our common stock for services and compensation.
On
November 9, 2020, we completed a third closing with DBR Capital under the Securities Purchase Agreement originally entered into
between the parties on April 27, 2020. At the third closing, DBR Capital purchased a $1,300,000 convertible secured promissory
note. The promissory note is due on April 27, 2030, bears interest at the rate of 25% per year, is convertible into our common
stock at a conversion price of $0.007 per share if certain benchmarks relating to the trading price and volume of the common stock
are met, and is secured by the Guaranty and Collateral Agreement entered into between the parties as of May 15, 2020.
As
part of the third closing, certain agreements previously entered into were amended as follows:
|
●
|
The
April 2020 Securities Purchase Agreement was amended and restated to reduce the amount of the third closing and to add fourth
and fifth closings now contemplated to occur on or before May 31, 2021, and August 31, 2021, respectively. The fourth and
fifth closings are at the sole discretion of DBR Capital and we cannot provide any assurance that they will occur when contemplated
or ever. The Amended and Restated Securities Purchase Agreement also provides for the issuance of 1,400,000 additional shares
of our common stock upon any event of default under the Notes. In lieu of the creation of a new broker-dealer subsidiary, pursuant
to the Amended and Restated Securities Purchase Agreement, the parties agreed to enter into documentation to form a new company
that would either form or obtain a broker-dealer subsidiary.
|
|
|
|
|
●
|
The
April 27, 2020, and May 27, 2020, Notes were amended and restated to adjust the conversion price from approximately $0.0126
to $0.007 per share, consistent with the November 9, 2020, Note.
|
On
November 12, 2020 we issued an aggregate of 82,000,000 shares to three individuals for services and an aggregate of
48,000,000 shares to two individuals for cancelation of $1,375,238 of outstanding debt. On December 4, 2020 we issued
3,000,000 shares as a portion of the settlement of a dispute with a vendor.
The
securities represented by each of the transactions described above were issued in reliance on the exemption from registration
provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. Each
of the investors is either an “accredited investor” as defined in Rule 501(a) of Regulation D or a sophisticated investor
able to bear the risks of the investment. Each investor confirmed the foregoing and acknowledged that the securities must be acquired
and held for investment. All certificates evidencing the shares of common stock on conversion of the notes, issuances under the
restricted stock grants, or upon the exercise of the warrants will bear a restrictive legend. No underwriter participated in the
offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection
therewith.
Item
16. Exhibits and Financial Statement Schedules
Exhibit
Number*
|
|
Title
of Document
|
|
Location
|
|
|
|
|
|
Item
2
|
|
Plan
of Acquisition, Reorganization, Arrangement, Liquidation or Succession
|
|
|
2.01
|
|
Contribution Agreement between Investview, Inc., Wealth Generators, LLC, and the members of Wealth Generators, LLC dated March 31, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed April 6, 2017
|
Item
3
|
|
Articles
of Incorporation and Bylaws
|
|
|
3.01
|
|
Articles of Incorporation
|
|
Incorporated
by reference to the Form 10SB12G filed August 12, 1999
|
3.02
|
|
Articles of Amendments to the Articles of Incorporation
|
|
Incorporated
by reference to the Form 10SB12G filed August 12, 1999
|
3.03
|
|
Bylaws
|
|
Incorporated
by reference to the Form 10SB12G filed August 12, 1999
|
3.04
|
|
Amendment to Articles of Incorporation or by-laws
|
|
Incorporated
by reference to the Current Report on Form 8-K filed February 15, 2007
|
3.05
|
|
Certificate of Change filed pursuant to NRS 78.209
|
|
Incorporated
by reference to the Current Report on Form 8-K filed April 6, 2012
|
3.06
|
|
Articles of Merger filed pursuant to NRS 92.A.200
|
|
Incorporated
by reference to the Current Report on Form 8-K filed April 6, 2012
|
3.07
|
|
Certificate of Amendment to Articles of Incorporation
|
|
Incorporated
by reference to the Definitive Information Statement filed December 20, 2017
|
3.08
|
|
Amendment of Articles of Incorporation to increase blank check Preferred Shares
|
|
Incorporated
by reference to the Definitive Information Statement filed December 10, 2019
|
Item
4
|
|
Instruments
Defining the Rights of Security Holders, including indentures
|
|
|
4.01
|
|
Common Stock Specimen
|
|
Incorporated
by reference to the Registration Statement on Form S-1 filed January 12, 2018
|
Item
5
|
|
Opinion
re Legality
|
|
|
5.01
|
|
The Opinion of The Lonergan Law Firm, LLC
|
|
Incorporated
by reference to the Registration Statement on Form S-1 filed March 3, 2020.
|
Item
10
|
|
Material
Contracts
|
|
|
10.01
|
|
Form of Common Stock Purchase Warrant dated July 7, 2011
|
|
Incorporated
by reference to the Current Report on Form 8-K filed July 13, 2011
|
10.02
|
|
Form of Common Stock Purchase Warrant – August 2012
|
|
Incorporated
by reference to the Current Report on Form 8-K filed August 20, 2012
|
10.03
|
|
2012 Incentive Stock Plan**
|
|
Incorporated
by reference to the Registration Statement on Form S-8 filed July 25, 2012
|
10.04
|
|
Form of Common Stock Purchase Warrant issued to Allied Global Ventures LLC
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 8, 2013
|
10.05
|
|
Form of Common Stock Purchase Warrant
|
|
Incorporated
by reference to the Current Report on Form 8-K filed June 11, 2014
|
10.06
|
|
Form of Common Stock Purchase Warrant – September 30, 2014
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 7, 2014
|
10.22
|
|
Form of Conversion Agreement dated June 6, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed June 12, 2017
|
10.23
|
|
Agreement entered into with CTB Rise International Inc. dated June 7, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed June 12, 2017
|
10.24
|
|
Founder Employment Agreement between Investview, Inc. and Ryan Smith, entered October 10, 2017**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13, 2017
|
10.25
|
|
Founder Employment Agreement between Investview, Inc. and Annette Raynor, entered October 10, 2017**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13, 2017
|
10.26
|
|
Founder Employment Agreement between Investview, Inc. and Chad Miller, entered October 10, 2017**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13, 2017
|
10.27
|
|
Founder Employment Agreement between Investview, Inc. and Mario Romano, entered October 10, 2017**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13, 2017
|
10.28
|
|
Founder Revenue Agreement among Investview, Inc. and Chad Miller, Annette Raynor, Mario Romano, and Ryan Smith**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13, 2017
|
10.50
|
|
Convertible Promissory Note, dated as of July 23, 2019
|
|
Incorporated
by reference to the Current Report on Form 8-K filed August 1, 2019
|
10.51
|
|
Employment Agreement between Investview, Inc. and Jayme McWidener, effective as of September 15, 2019
|
|
Incorporated
by reference to the Current Report on Form 8-K filed September 12, 2019
|
10.52
|
|
Revenue Share Agreement dated September 16, 2019, and executed October 1, 2019
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 7, 2019
|
10.53
|
|
Agreement to Terminate Joint Venture Agreement of March 5, 2019, dated September 16, 2019, and executed October 1, 2019
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 7, 2019
|
10.54
|
|
Employment Agreement between Joseph Cammarata and Investview, Inc. effective December 1, 2019
|
|
Incorporated
by reference to the Current Report on Form 8-K filed December 4, 2019
|
10.55
|
|
Investview, Inc. 2020 Incentive Plan
|
|
Incorporated by reference to the Registration
Statement on Form S-8 filed with the SEC on February 4, 2020
|
10.55.1
|
|
Certificate of Amendment of Certificate of Designation of 13% Series B Cumulative Redeemable Perpetual Preferred Stock, as Amended
|
|
Filed
with the POS AM as filed with the SEC on June 2, 2020.
|
10.55.2
|
|
Certificate of Amendment of Certificate of Designation of 13% Series B Cumulative Redeemable Perpetual Preferred Stock
|
|
Filed
herewith
|
10.56.1
|
|
Form of Placement Agent Agreement, as Amended
|
|
Filed
with the S-1/A on March 3, 2020.
|
10.57
|
|
Common Stock Purchase Warrant
|
|
Filed
with the S-1/A on March 3, 2020.
|
10.58
|
|
Form of Warrant Exercise
|
|
Filed
as part of Exhibit 10.57.
|
10.59
|
|
Securities Purchase Agreement between Investview, Inc., and DBR Capital, LLC, dated as of April 27, 2020
|
|
Incorporated
by reference to the Current Report on Form 8-K filed April 30, 2020
|
10.60
|
|
Voting Rights Agreement between certain Investview, Inc., stockholders and DBR Capital, LLC, dated as of April 27, 2020
|
|
Incorporated
by reference to the Current Report on Form 8-K filed April 30, 2020
|
10.61
|
|
Lock-up Agreement between certain Investview, Inc., stockholders and DBR Capital, LLC, dated as of April 27, 2020
|
|
Incorporated
by reference to the Current Report on Form 8-K filed April 30, 2020
|
10.62
|
|
Investor Rights Agreement between Investview, Inc., and DBR Capital, LLC, dated as of April 27, 2020
|
|
Incorporated
by reference to the Current Report on Form 8-K filed April 30, 2020
|
10.63
|
|
Securities Purchase Agreement and related agreements between Investview, Inc. and DBR Capital, LLC; Sales of Unregistered Securities; Departure of Directors or Certain Officers, and Election of Directors,
|
|
Incorporated
by reference to the Current Report on form 8K/A filed on April 30, 2020
|
10.64
|
|
Consent of Holders of Series B Preferred
|
|
Filed
with the POS AM as filed with the SEC on June 2, 2020 herewith
|
10.65
|
|
On May 28, 2020, Investview, Inc., and DBR Capital, LLC, completed the second closing under the Securities Purchase Agreement originally entered into between the parties on April 27, 2020. At the second closing, DBR Capital purchased a $700,000 convertible promissory note.
|
|
Incorporated
by reference to the Current Report on form 8K filed on June 2, 2020
|
10.66
|
|
Amended and Restated Securities Purchase Agreement dated November 9, 2020
|
|
Incorporated
by reference to the Current Report on form 8K filed on November 13, 2020
|
10.67
|
|
Convertible Promissory Note dated November 9, 2020
|
|
Incorporated
by reference to the Current Report on form 8K filed on November 13, 2020
|
10.68
|
|
Amended and Restated Convertible Secured Promissory Note in the Amount of $1,300,000 dated November 9, 2020 (originally dated April 27, 2020)
|
|
Incorporated
by reference to the Current Report on form 8K filed on November 13, 2020
|
10.69
|
|
Amended and Restated Convertible Secured Promissory Note in the Amount of $700,000 dated November 9, 2020 (originally dated May 27, 2020)
|
|
Incorporated
by reference to the Current Report on form 8K filed on November 13, 2020
|
10.70
|
|
First Amendment to Investor Rights Agreement of April 27, 2020, dated November 9, 2020
|
|
Incorporated
by reference to the Current Report on form 8K filed on November 13, 2020
|
10.71
|
|
First Amendment to Voting Agreement of April 27, 2020, dated November 9, 2020
|
|
Incorporated
by reference to the Current Report on form 8K filed on November 13, 2020
|
10.72
|
|
Guaranty and Collateral Agreement dated May 15, 2020
|
|
Incorporated
by reference to the Current Report on form 8K filed on November 13, 2020
|
10.73
|
|
Cover Letter and Restricted Shares Award Agreement for Joseph Cammarata
|
|
Incorporated
by reference to the Current Report on form 8K filed on November 13, 2020
|
10.74
|
|
Cover Letter and Restricted Shares Award Agreement for David Rothrock
|
|
Incorporated
by reference to the Current Report on form 8K filed on November 13, 2020
|
10.75
|
|
Cover Letter and Restricted Shares Award Agreement for James Bell
|
|
Incorporated
by reference to the Current Report on form 8K filed on November 13, 2020
|
10.76
|
|
Cover Letter and Restricted Shares Award Agreement Annette Raynor
|
|
Incorporated
by reference to the Current Report on form 8K filed on November 13, 2020
|
10.77
|
|
Cover Letter and Restricted Shares Award Agreement for Mario Romano
|
|
Incorporated
by reference to the Current Report on form 8K filed on November 13, 2020
|
Item
21
|
|
Subsidiaries
of the Registrant
|
|
|
21.01
|
|
Schedule of Subsidiaries
|
|
Incorporated
by reference to Amendment No. 2 to the Registration Statement on Form S-1/A filed March 11, 2019
|
Item
23
|
|
Consents
of Experts and Counsel
|
|
|
23.01
|
|
Consent of Haynie & Company
|
|
Filed
herewith.
|
Item
24
|
|
Power
of Attorney
|
|
|
24.01
|
|
Power of Attorney
|
|
See
signature page to this filing.
|
Item
101
|
|
Interactive
Data Files***
|
|
|
101.INS
|
|
XBRL
Instance Document
|
|
Filed
herewith.
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema
|
|
Filed
herewith.
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase
|
|
Filed
herewith.
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase
|
|
Filed
herewith.
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase
|
|
Filed
herewith.
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase
|
|
Filed
herewith.
|
*
|
All
exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and
the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer
to documents previously filed as an exhibit.
|
|
|
**
|
Identifies
each management contract or compensatory plan or arrangement required to be filed as an exhibit, as required by Item 15(a)(3)
of Form 10-K.
|
|
|
***
|
Users
of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed
or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section
18 of the Exchange Act of 1934 and otherwise are not subject to liability.
|
The
list of exhibits in the Index to Exhibits to this registration statement is incorporated herein by reference.
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
(1)
|
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
to
include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
|
|
|
|
(ii)
|
to
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and
|
|
(iii)
|
to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time will be deemed to be the initial bona fide offering thereof.
|
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
|
(4)
|
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser, each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, will be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
|
|
|
(5)
|
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
|
|
|
|
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be
a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
|
|
|
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
|
|
|
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
|
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defence
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Eatontown, New Jersey, on the 17th day of December 2020.
|
INVESTVIEW,
INC.
|
|
|
|
|
By:
|
/s/
Joseph Cammarata
|
|
|
Joseph
Cammarata
|
|
|
Chief
Executive Officer
|
|
|
|
|
By:
|
/s/
Jayme Lin McWidener
|
|
|
Jayme
Lin McWidener
|
|
|
Chief
Financial Officer
|
POWER
OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
Name and Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Joseph Cammarata
|
|
|
|
|
Joseph Cammarata
|
|
Chief Executive Officer and Director
|
|
12/17/20
|
|
|
|
|
|
/s/ David Rothrock
|
|
|
|
|
David Rothrock
|
|
Director
|
|
12/17/20
|
|
|
|
|
|
/s/ Mario Romano
|
|
|
|
|
Mario Romano
|
|
Director
|
|
12/17/20
|
|
|
|
|
|
/s/ Jayme McWidener
|
|
|
|
|
Jayme Lin McWidener
|
|
Chief Financial Officer and Principal Accounting Officer
|
|
12/17/20
|
|
|
|
|
|
/s/ Annette Raynor
|
|
|
|
|
Annette Raynor
|
|
Chief Operations Officer
|
|
12/17/20
|
|
|
|
|
|
/s/ James Bell
|
|
|
|
|
James Bell
|
|
Director
|
|
12/17/20
|
|
|
|
|
|
/s/ William C. Kosoff
|
|
|
|
|
William C. Kosoff
|
|
Corporate Secretary
|
|
12/17/20
|
Investview (QB) (USOTC:INVU)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Investview (QB) (USOTC:INVU)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024