UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
[ ]
|
Preliminary Information
Statement
|
[ ]
|
Confidential, For Use of
the Commission Only (as permitted by Rule 14c-5(d)(2))
|
[X]
|
Definitive Information
Statement
|
Investview,
Inc.
|
(Name of Registrant as Specified
in its Charter)
|
|
n/a
|
(Name of Person Filing Information
Statement, if Other Than the Registrant)
|
Payment
of Filing Fee (Check the appropriate box):
[X]
|
No Fee required
|
[ ]
|
Fee computed on table below per Exchange Act Rules
14c-5(g) and 0-11.
|
(1)
|
Title of each class of securities to which transaction
applies:
|
|
|
(2)
|
Aggregate number of securities to which transaction
applies:
|
|
|
(3)
|
Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
Total fee paid:
|
|
|
[ ]
|
Fee paid previously with preliminary materials.
|
[ ]
|
Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
|
(1)
|
Amount Previously Paid:
|
|
(2)
|
Form, Schedule or Registration
Statement No.:
|
|
INVESTVIEW,
INC.
234
Industrial Way West, Suite A202
Eatontown,
NJ 07724
(732)
889-4300
Dear
Stockholder:
The
enclosed Information Statement is being furnished to all holders of record of shares of our common stock, par value $0.001, on June 18,
2021. The purpose of the Information Statement is to notify our stockholders that, on April 28, 2021, the Board of Directors of Investview
Inc. (“the Corporation” or “Investview”) executed a unanimous written consent to recommend that the Corporation’s
stockholders act to authorize the Board to effect a reverse split of the Corporation’s common stock of up to twenty to one (20:1)
at any time within one year of the date of the authorization, at the Board’s discretion, in connection with any future effort to
have the Corporation’s common stock listed on a national securities exchange. The Information Statement further notifies our stockholders
that, on April 28, 2021, the holders of our outstanding capital stock holding a majority of the voting power of the Corporation adopted
a written consent authorizing our Board of Directors to reverse-split our outstanding common stock up to 20:1 at any time before April
28, 2022, if the Board deems it advisable to do so in connection with an effort to have the Corporation’s common stock listed on
a national securities exchange (i.e., the NYSE or Nasdaq).
The
Information Statement, which describes the above corporate action in more detail, is being furnished to our stockholders of record for
informational purposes only pursuant to Section 14(c) of Part 240, General Rules and Regulations of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). We are not soliciting your proxy in connection with this action. Pursuant to Rule
14c-2 under the Exchange Act, the corporate action will not be effective until 20 days after the date the Information Statement is mailed
to stockholders.
WE
ARE NOT ASKING YOU FOR A PROXY, AND
YOU
ARE REQUESTED NOT TO SEND A PROXY.
|
By
Order of Board of Directors of
|
|
Investview,
Inc.
|
|
|
|
|
By:
|
/s/
Joseph Cammarata
|
234
Industrial Way West, Suite A202
Eatontown,
NJ 07724
June
18, 2021
|
|
Joseph
Cammarata
Chief Executive Officer and Chairman
|
INVESTVIEW
INC.
234
Industrial Way West, Suite A202
Eatontown,
NJ 07724
INFORMATION
STATEMENT
Concerning
Corporate Action Authorized by Written Consent of Stockholders
No
vote or other action of our stockholders is required in connection
with
this Information Statement. We are not asking you for a proxy,
and
you are requested not to send us a proxy.
INTRODUCTION
This
Information Statement is being furnished to the stockholders of Investview, Inc., a Nevada corporation, to advise them of the corporate
action described herein, which has been authorized by the written consent of stockholders owning a majority of our voting stock. The
consent that the Corporation has received constitutes the only stockholder approval required by Nevada Revised Statutes § 78.320.
This
Information Statement will first be mailed to stockholders on or about June 18, 2021 and is being furnished for informational purposes
only.
Under
Section 78.320 of the Nevada Revised Statutes, any action required or permitted to be taken at a meeting of stockholders of a Nevada
corporation may be taken without a meeting and without prior notice if, before or after the action, a written consent thereto is signed
by stockholders holding at least a majority of the voting power.
Our
Board of Directors has determined that the close of business on June 15, 2021 was the record date (“Record Date”)
for the stockholders entitled to notice of the actions authorizing the Board amend our articles of incorporation to combine up to 20
issued and outstanding shares of our common stock, par value $0.001, into one share of validly issued, fully paid, and nonassessable
common stock, par value $0.001, at any time prior to April 28, 2022 (the “Reverse Split”).
On
April 28, 2021, stockholders owning of record 1,580,313,597 shares of Corporation’s stock, representing approximately 52.90% of
our outstanding shares of voting stock as of that date, adopted and delivered to us a written consent authorizing and approving the Reverse
Split. No stockholder meeting was required, and no further vote or action of our stockholders is required to approve this action.
On
April 28, 2021, our Board authorized management to deliver this Information Statement. You are being provided with notice of the approval
of the corporate action by less than unanimous written consent of our stockholders. However, under Rule 14c-2 of the Exchange Act, the
corporate action will not be effective until 20 days after this Information Statement has first been sent to stockholders.
Our
executive offices are located at 234 Industrial Way West, Suite A202 Eatontown, NJ 07724 and our telephone number is (732) 889-4300.
DISSENTERS’
RIGHT OF APPRAISAL
Stockholders
do not have any dissenter or appraisal rights in connection with these actions.
AUTHORIZED
CAPITAL, VOTING SHARES, AND PRINCIPAL HOLDERS
Authorized
Capital
As
of April 28, 2021, and pursuant to our certificate of incorporation (as amended to date), we had authorized capital consisting of 10,000,000,000
shares of common stock, par value $0.001, of which 2,987,481,329 were issued and outstanding, and 50,000,000 shares of preferred stock,
153,317 of which were issued and outstanding. Holders of our common stock have no preemptive rights to acquire or subscribe to any additional
shares of common stock.
Voting
Shares
As
of April 28, 2021, our issued and outstanding voting securities consisted of 2,987,481,329 common stock issued and outstanding. Each
share of common stock entitles its holder to one vote on each matter submitted to the stockholders of common stock for their approval.
However, because the holders of a majority of the outstanding capital stock having a majority of the voting power consented to the corporate
action on April 28, 2021 in lieu of a special meeting, in accordance with Nevada Revised Statutes § 78.320, no other stockholder
vote will be solicited in connection with this Information Statement.
Principal
Stockholders
The
following table sets forth certain information, as of April 28, 2021, respecting the beneficial ownership of our outstanding common stock
by: (i) any holder of more than 5%; (ii) each of our named executive officers and directors; and (iii) our directors and named executive
officers as a group, based on 2,987,481,329 shares of common stock outstanding. 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:
|
|
|
|
|
|
|
|
|
Ryan Smith(3)
|
|
|
214,937,355
|
|
|
|
7.19
|
%
|
Chad Miller(3)
|
|
|
214,937,355
|
|
|
|
7.19
|
%
|
DBR Capital, LLC(8)
|
|
|
575,428,571
|
|
|
|
16.15
|
%
|
Joseph Hagan(7)
|
|
|
203,981,945
|
|
|
|
6.83
|
%
|
Brian McMullen(9)
|
|
|
290,000,000
|
|
|
|
9.71
|
%
|
Directors and Officers:
|
|
|
|
|
|
|
|
|
Joseph Cammarata, CEO and Director(10)
|
|
|
147,500,000
|
|
|
|
4.81
|
%
|
Annette Raynor, COO and Director(4)(5)
|
|
|
225,728,471
|
|
|
|
7.56
|
%
|
Mario Romano, Treasurer and Director(4)(6)
|
|
|
225,728,471
|
|
|
|
7.56
|
%
|
David Rothrock, Director (8)
|
|
|
625,428,571
|
|
|
|
17.55
|
%
|
James Bell, Director
|
|
|
45,000,000
|
|
|
|
1.51
|
%
|
Jayme McWidener, CFO
|
|
|
20,000,000
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
All Officers and Directors as a group (6 persons) (4)(5)(6)(8)(9)
|
|
|
1,289,385,513
|
|
|
|
35.42
|
%
|
*
|
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 2,987,481,329 shares of common stock outstanding as of April 28, 2021, 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 29,937,355 each of its 59,874,710 shares in addition to the 185,000,000 each of them holds individually.
|
(4)
|
Wealth
Engineering LLC, 745 Hope Road, Eatontown, NJ 07724, owns 211,456,942 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 105,728,471 shares owned by Wealth Engineering LLC and attributed to her, Ms. Raynor owns 120,000,000 shares personally.
|
(6)
|
In
addition to the 105,728,471 shares owned by Wealth Engineering LLC and attributed to him, Mr. Romano owns 120,000,000 shares personally.
|
(7)
|
Joseph
Hagan is the beneficial owner of a total of 203,981,945 shares, which are held in the names of two 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.
|
(10)
|
Joseph
Cammarata beneficially owns 70,000,000 shares, which are held in his own name and in the name of an entity he owns, plus 77,500,000 shares
issuable upon conversion of a Convertible Note in an aggregate principal amount of $1,550,000.
|
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.
ABOUT
THE INFORMATION STATEMENT
Who
is entitled to notice?
Every
holder of each outstanding share of common stock as of record on the Record Date is entitled to notice of each matter to be voted upon
pursuant to consents or authorizations.
What
constitutes the voting shares of our Corporation?
As
of April 28, 2021, 2,987,481,329 shares of common stock were issued and outstanding. Each share of common stock outstanding entitles
its holder to one vote on each matter submitted to the stockholders.
What
vote is required to approve the action?
The
affirmative vote of a majority of the outstanding shares of our common stock was required for approval of the Reverse Split.
What
corporate matters did the stockholders vote on and how did they vote?
Under
Nevada corporate law, all the activities requiring stockholder approval may be taken by obtaining the written consent and approval of
more than 50% of the holders of voting stock in lieu of a meeting of the stockholders. No action by the minority stockholders in connection
with the reverse split is required. On April 28, 2021, our stockholders holding 1,580,313,597 shares, or 52.90%, of our common stock,
acted by written consent to approve authorizing the Board of Directors to effect the Reverse Split.
What
is the reason for the Reverse Split?
The
written consent of the stockholders authorizes the Board to effect a reverse split of the Corporation’s common stock of up to twenty
to one (20:1) at any time before April 28, 2022, if the Board deems it advisable to do so in connection with an effort to have the Corporation’s
common stock listed on a national securities exchange (i.e., the NYSE or Nasdaq).
CORPORATE
ACTION
The
Reverse Split
The
written consent of the stockholders authorizes our Board of Directors to effect a reverse split of the Corporation’s common stock
of up to twenty to one (20:1) at any time before April 28, 2022, if the Board deems it advisable to do so in connection with an effort
to have the Corporation’s common stock listed on a national securities exchange (i.e., the NYSE or Nasdaq). The authorization will
become effective 20 days after the mailing of this Information Statement.
Potential
Anti-takeover Effect
Although
the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect
(for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition
of our board of directors or contemplating a tender offer or other transaction for the combination of us with another entity), the resulting
increase in our available shares of common stock is not part of such a plan. Nevertheless, management could use the additional shares
that will be available following the reverse split to resist or frustrate a third-party transaction to acquire control of us. Although
our board of directors has no present intention of doing so, our authorized but unissued common stock could be issued in one or more
transactions that would make a takeover of us more difficult or costly and, therefore, less likely.
After
the corporate action is effective, generally, no stockholder approval would be necessary for the issuance of all or any portion of the
additional shares of common stock unless required by any law, rules, or regulations to which we are subject.
Depending
upon the consideration per share received by us for any subsequent issuance of common stock, such issuance could have a dilutive effect
on those stockholders who paid a higher consideration per share for their stock. Also, future issuances of common stock will increase
the number of outstanding shares, thereby decreasing the percentage ownership (for voting, distributions, and all other purposes) represented
by existing shares of common stock. Holders of common stock do not have any preemptive rights to acquire any additional securities issued
by us.
INTEREST
OF CERTAIN PERSONS IN OR
IN
OPPOSITION TO MATTERS TO BE ACTED UPON
No
person who has served as our officer or director since the beginning of our last fiscal year or any associates of such person have any
substantial interest, direct or indirect, in the corporate action, other than the interest held by such persons through their respective
stock ownership of the shares of our capital stock set forth above in the subsection entitled “Principal Stockholders.”
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only
one Information Statement to security holders is being delivered to multiple security holders sharing an address unless we have received
contrary instructions from one or more of the security holders. Upon written or oral request, a separate copy of an Information Statement
can be provided to security holders at a shared address. To request a separate copy, please contact our corporate secretary at 234 Industrial
Way West, Suite A202, Eatontown, NJ 07724.
|
By
Order of Board of Directors of
|
|
Investview
Inc.
|
|
|
|
|
By:
|
/s/
Joseph Cammarata
|
234
Industrial Way West, Suite A202
Eatontown,
NJ 07724
|
|
Joseph
Cammarata
Chief
Executive Officer and Chairman
|
June
18, 2021
|
|
|
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