UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

INVESTVIEW, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   7389   87-0369205

(State or other jurisdiction

of incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

 

234 Industrial Way West, Ste. A202

Eatontown, New Jersey 07724

Telephone 732-889-4300

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

 

Joseph Cammarata, Chief Executive Officer

InvestView, Inc.

234 Industrial Way West, Ste. A202

Eatontown, New Jersey 07724

Telephone 732-889-4300

(Name, address, including zip code and telephone number, including area code, of agent for service)

 

Copy to:

Kevin C. Timken

Michael Best & Friedrich LLP

170 South Main Street, Suite 1000, Salt Lake City, UT 84101

Telephone: 385-695-6450

 

From time to time after the effectiveness of this registration statement.

(Approximate date of commencement of proposed sale to the public)

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]
Emerging growth company [  ]  

 

CALCULATION OF REGISTRATION FEE

 

          Proposed
Maximum
    Proposed
Maximum
    Amount of  
Title of Each Class of Securities to be Registered   Amount to be
Registered(1)(2)
    Offering Price
per Share(2)(3)
    Aggregate
Offering Price
    Registration
Fee
 
                                 
Common stock, $0.001 par value     159,090,909     $ 0.03     $ 4,772,727.27     $ 619.50  

 

(1) The shares of our common stock being registered hereunder are being registered for sale by the selling stockholder, as defined in the accompanying prospectus.
(2) Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
(3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low trading prices of $0.0290 and $0.0272 (roundest to the nearest whole cent) per share for the issuer’s common stock on July 10, 2020, which was within five days prior to filing this registration statement, as reported on the OTCQB tier of the OTC Markets Group.

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant files a further amendment that specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement becomes effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

 

 

 

 

 

 

PRELIMINARY PROSPECTUS

 

Subject to Completion, Dated July 15, 2020

 

The information contained in this preliminary prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

INVESTVIEW, INC.

159,090,909 Shares of Common Stock

 

This prospectus relates to the resale, from time to time, of up to 159,090,909 shares of the common stock of Investview, Inc., a Nevada corporation (“Investview”), that may be issued pursuant to two Convertible Secured Promissory Notes that we entered into with DBR Capital, LLC, which we refer to in this prospectus as the “Notes.” Please refer to the sections of this prospectus entitled “The Secured Convertible Promissory Notes” for descriptions of the Notes and “Selling Stockholder” for additional information regarding the selling stockholder.

 

We are not selling any shares of common stock in this offering and we will not receive any proceeds from the sale of the shares by the selling stockholder.

 

DBR Capital may be deemed an “underwriter” within the meaning of the Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

 

The selling stockholder may offer and sell from time to time common stock using this prospectus in transactions:

 

  on the OTC Markets or otherwise;
     
  at market prices, which may vary during the offering period, or at negotiated prices; and
     
  in ordinary brokerage transactions, in block transactions, in privately negotiated transactions, or otherwise.

 

See “Plan of Distribution” for more information about how the selling stockholder may sell the shares of common stock being registered pursuant to the registration statement that includes this prospectus. The selling stockholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock.

 

The selling stockholder will receive all of the proceeds from the sale of the shares and will pay all underwriting discounts and selling commissions relating to the sale of the shares. We have agreed to pay the legal, accounting, printing, and other expenses related to the registration of the sale of the shares.

 

Our common stock is quoted on the OTCQB tier of the OTC Markets under the symbol “INVU.” On July 10, 2020, the last reported sale price of our common stock was $0.0281.

 

An investment in our shares involves certain risks. We urge you to read the “Risk Factors” section beginning on page 4 and the remainder of this prospectus before making an investment decision.

 

 

 

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is _______________, 2020.

 

 

 

 

Table of Contents

 

  Page
   
Prospectus Summary 1
Forward-Looking Statements 3
Risk Factors 4
Price Range of Common Stock and Dividend Policy 11
Use of Proceeds 12
Management’s Discussion and Analysis of Financial Condition and Results of Operation 13
Business 20
Management 23
Certain Relationships and Related Transactions 28
Principal Stockholders 29
The Convertible Secured Promissory Notes 30
Selling Stockholder 30
Plan of Distribution 31
Description of Capital Stock 32
Where You Can Find Additional Information 33
Legal Matters 33
Experts 33
Index to Financial Statements F-1

 

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information.

 

We have not authorized any underwriters, brokers, or dealers to make an offer of the securities in any jurisdiction where the offer is not permitted.

 

You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this prospectus.

 

i

 

 

PROSPECTUS SUMMARY

 

This prospectus summary contains an overview of the information from this prospectus, but may not contain all of the information that is important to you. This prospectus includes specific terms of the offering of our common stock, information about our business, and financial data. We encourage you to read this prospectus, including the “Risk Factors” section beginning on page 4, in its entirety before making an investing decision. You should read this prospectus together with additional information described below under the heading “Where You Can Find Additional Information.” As used in this prospectus, the terms “we,” “us,” and “our” refer to InvestView, Inc., a corporation organized under the laws of the state of Nevada, including its subsidiaries, and our predecessors and subsidiaries, unless the context indicates a different meaning.

 

Our Business

 

We are dedicated to leveraging financial technology worldwide.

 

We provide financial technology services and products for the benefit of individuals worldwide. By marrying emerging technologies to education and research, we can deliver information in real-time to anyone in the world.

 

Our companies service four sectors: personal finance, big data, passive investments and alternative assets. The recent growth of each of these sectors is not slowing down and we anticipate growth of the next three years is astounding.

 

We have established multiple subsidiaries, each with a dedicated focus to these high growth sectors.

 

Our Address

 

Our principal executive offices are located at 234 Industrial Way West, Ste. A202, Eatontown NJ 84101, and our telephone number is 732-889-4300.

 

The Offering

 

This prospectus relates to the resale of up to 159,090,909 shares of our common stock by DBR Capital, LLC, the selling stockholder (“DBR Capital”).

 

On April 27, 2020, we entered into Securities Purchase Agreement and Investor Rights Agreement with DBR Capital. The Investor Rights Agreement required us to file a registration statement registering DBR Capital’s resale of the shares within 30 calendar days; however, DBR Capital consented to extend that deadline to July 15, 2020, to accommodate the filing of our annual report on Form 10-K. Under a Voting Rights Agreement entered into between DBR Capital and certain of our stockholders, the stockholders agreed to reduce the size of our board of directors to five directors and to elect two designees of DBR Capital to fill two of those five seats. James Bell and David B. Rothrock are currently members of our board of directors as the designees of DBR Capital. Accordingly, DBR Capital is deemed to be an affiliate of ours.

 

The principal under the Notes is convertible into our common stock at a conversion price of $0.012571428571429 per share, representing a total of 159,090,909 shares. If all the entire amount owed under the Notes was converted and sold, those shares would represent approximately 5.0% of the total number of shares of our common stock outstanding after that conversion as of the date of this prospectus.

 

1

 

 

Sales of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any conversions of the Notes. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any conversions by DBR Capital.

 

Securities Offered

 

Common stock offered by the selling stockholder:   159,090,909 shares issuable to DBR Capital upon conversion of the Notes
     
Common stock outstanding before the offering:   3,035,481,329 shares
     
Common stock to be outstanding after giving effect to the issuance of the offered shares registered hereunder:  

3,194,572,238 shares

     
Shares issuable upon exercise of outstanding options and warrants:   We do not currently have any outstanding options or warrants.
     
Use of proceeds:   We will not receive any proceeds from the sale of the shares of common stock by the selling stockholder in this offering.
     
Risk factors:   This investment involves a high degree of risk. See “Risk Factors” for a discussion of factors you should consider carefully before making an investment decision.
     
OTC Markets (OTCQB) symbol:   INVU

 

2

 

 

FORWARD-LOOKING STATEMENTS

 

This prospectus contains statements about the future, sometimes referred to as “forward-looking” statements. Forward-looking statements are typically identified by the use of the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and similar words and expressions. Statements that describe our future strategic goals, plans, objectives, and predictions are also forward-looking statements. This prospectus contains forward-looking statements relating to future products or product development; future selling, general and administrative costs and research and development spending; future performance of our network marketing efforts; our expectations regarding ongoing litigation; international growth; and future financial performance, results of operations, capital expenditures, and sufficiency of capital resources to fund our operating requirements.

 

This forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include those relating to:

 

  noncompliance by our independent distributors with applicable legal requirements or our policies and procedures;
     
  potential adverse effects on our business and stock price due to ineffective internal controls over financial reporting;
     
  the impact of the COVID-19 pandemic on our business, employees, members, operating results, and ability to obtain additional funding;
     
  inability to manage financial reporting and internal control systems and processes;
     
  inability to properly motivate and manage our independent distributors;
     
  inability to manage existing markets, open new international markets, or expand our operations;
     
  inability of new products to gain distributor or market acceptance;
     
  inability to execute our product launch process due to increased pressure on our supply chain, information systems, and management;
     
  disruptions in our information technology systems;
     
  inability to protect against cybersecurity risks and to maintain the integrity of data;
     
  international trade or foreign exchange restrictions, increased tariffs, and foreign currency exchange fluctuations;
     
  deterioration of global economic conditions;
     
  inability to raise additional capital if needed;
     
  inability to retain independent distributors or to attract new independent distributors on an ongoing basis;
     
  government regulations on direct selling activities in our various markets prohibiting or severely restricting our business;
     
  unfavorable publicity on our business or products;
     
  a finding that our direct selling program is not in compliance with current or newly adopted laws or regulations in various markets;

 

3

 

 

 

  expensive and time-consuming legal proceedings;
     
  potential for investigatory and enforcement action by the federal and state regulatory authorities;
     
  failure to comply with anti-corruption laws;
     
  inability to build and integrate our management team;
     
  loss of, or inability to attract, key personnel;
     
  unexpected tax or other assessments relating to the activity of our independent distributors;
     
  economic, political, foreign exchange, and other risks associated with international operations; and
     
  volatility of the market price of our common stock.

 

Any forward-looking statements, including those regarding our or our management’s current beliefs, expectations, anticipations, estimations, projections, proposals, plans or intentions, are not guarantees of future performance or results or events and involve risks and uncertainties, such as those discussed in this prospectus.

 

The forward-looking statements in this prospectus are based on present circumstances and on our predictions respecting events that have not occurred, that may not occur, or that may occur with different consequences from those we now assume or anticipate. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors, including the risk factors discussed in this prospectus. These cautionary statements are intended to be applicable to all related forward-looking statements wherever they appear in this prospectus. Any forward-looking statements are made only as of the date of this prospectus, and we assume no obligation to update forward-looking statements to reflect subsequent events or circumstances.

 

 

RISK FACTORS

 

An investment in our securities involves a high degree of risk. You should carefully consider the following risk factors, together with the other information about these risks contained in this prospectus, as well as the other information contained in this prospectus generally, before deciding to buy our securities. Any of the risks we describe below could adversely affect our business, financial condition, operating results, or prospects. The market prices for our securities could decline if one or more of these risks and uncertainties develop into actual events and you could lose all or part of your investment. Additional risks and uncertainties that we do not yet know of, or that we currently think are immaterial, may also impair our business operations. You should also refer to the other information contained in this prospectus, including our financial statements and the related notes.

 

Risks Related to our Business

 

We have a limited operating history and, therefore, there is an elevated risk of potential business failure unless we can overcome the various obstacles inherent to an early stage business.

 

We have only limited prior business operations. Because of our limited operating history, investors may not have adequate information on which they can base an evaluation of our business and prospects. Investors should be aware of the difficulties, delays, and expenses normally encountered by an enterprise in its early stage, many of which are beyond our control, including unanticipated research and development expenses, employment costs, and administrative expenses. We cannot assure our investors that our proposed business plans as described herein will materialize or prove successful, or that we will be able to finalize development of our products or operate profitably.

 

We have incurred substantial operating losses since inception (August 1, 2005), and we may never achieve profitability.

 

From our inception on August 1, 2005, through March 31, 2020, we have incurred cumulative losses of $46,382,174, recorded net losses from operations of $21,285,191 for the year ended March 31, 2020, and our cash balance on March 31, 2020, was $137,177. Accordingly, we cannot assure that we will achieve profitability in the immediate future or at all.

 

4

 

 

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

 

In their audit opinion issued in connection with our consolidated balance sheet as of March 31, 2020, and our related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended March 31, 2020, our auditors have expressed substantial doubt about our ability to continue as a going concern given our recurring net losses, negative cash flows from operations, and the limited amount of funds on our balance sheet. We have prepared our consolidated financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue in existence. This could make it more difficult to raise capital in the future.

 

Our operations and financial condition may be adversely impacted by the COVID-19 pandemic.

 

In December 2019, a strain of novel coronavirus, or COVID-19, was first reported in Wuhan, China, resulting in thousands of confirmed cases of the disease in China. By January, the Chinese government implemented a quarantine protocol for Wuhan and implemented other restrictions for other major Chinese cities, including mandatory business closures, social distancing measures, and various travel restrictions, all of which have subsequently been adopted in countries throughout the world. On March 11, 2020, as COVID-19 spread outside of China, the World Health Organization designated the outbreak as a global pandemic. This pandemic could affect our business, employees, operating results, ability to obtain additional funding, product development programs, research and development programs, suppliers and third-party manufacturers.

 

We anticipate that COVID-19 and a prolonged public health crisis may negatively impact our financial condition and operating results; however, given the evolving health, economic, social, and governmental environments, the breadth and duration of the impact remains uncertain. Given the dynamic nature of these circumstances, the duration of any business disruption or potential impact to our business resulting from the COVID-19 coronavirus is difficult to predict, but it may increase our costs or expenses.

 

We may not be able to fully protect our proprietary rights and we may infringe the proprietary rights of others, which could result in costly litigation.

 

Our future success depends on our ability to protect and preserve the proprietary rights related to our products. We cannot assure that we will be able to prevent third parties from using our intellectual property rights and technology without our authorization. We also rely on trade secrets, common law trademark rights, and trademark registrations, as well as confidentiality and work for hire, development, assignment, and license agreements with employees, consultants, third-party developers, licensees, and customers. Our protective measures for these intangible assets afford only limited protection and may be flawed or inadequate.

 

Policing unauthorized use of our technology is difficult and some foreign laws do not provide the same level of protection as U.S. laws. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets or patents that we may obtain, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and have a material adverse effect on our future operating results.

 

In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. In particular, there has been an increase in the filing of suits alleging infringement of intellectual property rights, which pressure defendants into entering settlement arrangements quickly to dispose of such suits, regardless of their merits. Other companies or individuals may allege that we infringe on their intellectual property rights. Litigation, particularly in the area of intellectual property rights, is costly and the outcome is inherently uncertain. In the event of an adverse result, we could be liable for substantial damages and we may be forced to discontinue our use of the subject matter in question or obtain a license to use those rights or develop non-infringing alternatives.

 

5

 

 

Our business could be negatively affected by any adverse economic developments in the securities markets or the economy in general.

 

We depend on the interest of individuals in obtaining financial information and securities trading strategies to assist them in making their own investment decisions. Significant downturns in the securities markets or in general economic and political conditions may cause individuals to be reluctant to make their own investment decisions and thus decrease the demand for our products. Significant upturns in the securities markets or in general economic and political conditions may cause individuals to be less proactive in seeking ways to improve the returns on their trading or investment decisions and, thus, decrease the demand for our products.

 

We may encounter risks relating to security or other system disruptions and failures that could reduce the attractiveness of our sites and that could harm our business.

 

Although we have implemented various security mechanisms, our business is vulnerable to computer viruses, physical or electronic break-ins, and similar disruptions, which could lead to interruptions, delays, or loss of data. For instance, because a portion of our revenue is based on individuals using credit cards to purchase subscriptions over the Internet and a portion from advertisers that seek to encourage people to use the Internet to purchase goods or services, our business could be adversely affected by these break-ins or disruptions. Additionally, our operations depend on our ability to protect systems against damage from fire, earthquakes, power loss, telecommunications failure, and other events beyond our control. Moreover, our website may experience slower response times or other problems for a variety of reasons, including hardware and communication line capacity restraints, software failures, or significant increases in traffic when there have been important business or financial news stories. These strains on our systems could cause customer dissatisfaction and could discourage visitors from becoming paying subscribers. Our websites could experience disruptions or interruptions in service due to the failure or delay in the transmission or receipt of information from us. These types of occurrences could cause users to perceive our website and technology solutions as not functioning properly and cause them to use other methods or services of our competitors. Any disruption resulting from these actions may harm our business and may be very expensive to remedy, may not be fully covered by our insurance, could damage our reputation, and discourage new and existing users from using our products and services. Any disruptions could increase costs and make profitability even more difficult to achieve.

 

We will need to introduce new products and services and enhance existing products and services to remain competitive.

 

Our future success depends in part on our ability to develop and enhance our products and services. In addition, the adoption of new Internet, networking or telecommunications technologies or other technological changes could require us to incur substantial expenditures to enhance or adapt our services or infrastructure. There are significant technical and financial costs and risks in the development of new or enhanced products and services, including the risk that we might be unable to effectively use new technologies, adapt our services to emerging industry standards, or develop, introduce and market enhanced or new products and services. An inability to develop new products and services, or enhance existing offerings, could have a material adverse effect on our profitability.

 

We rely on external service providers to perform certain key functions.

 

We rely on a number of external service providers for certain key technology, processing, service, and support functions. External content providers provide us with crypto mining services, financial information, market news, charts, option and stock quotes, research reports, and other fundamental data that we offer to clients. These service providers face technological and operational risks of their own. Any significant failures by them, including improper use or disclosure of our confidential client, employee, or company information, could cause us to incur losses and could harm our reputation.

 

We cannot assure that any external service providers will be able to continue to provide these services in an efficient, cost-effective manner or that they will be able to adequately expand their services to meet our needs. An interruption in or the cessation of service by any external service provider as a result of systems failures, capacity constraints, financial constraints or problems, unanticipated trading market closures, or for any other reason, and our inability to make alternative arrangements in a smooth and timely manner, if at all, could have a material adverse effect on our business, results of operations, and financial condition.

 

6

 

 

We could face liability and other costs relating to storage and use of personal information about our users.

 

Users provide us with personal information, including tax identification numbers, which we do not share without the user’s consent. Despite this policy of obtaining consent, however, if third persons were able to penetrate our network security or otherwise misappropriate our users’ personal information, we could be subject to liability, including claims for unauthorized purchases with credit card information, impersonation or other similar fraud claims, and misuses of personal information, such as for unauthorized marketing purposes. New privacy legislation may further increase this type of liability. Furthermore, we could incur additional expenses if additional regulations regarding the use of personal information were introduced or if federal or state agencies were to investigate our privacy practices. We do not store user credit card information and rely upon our merchant processing partners to collect and store this information with the necessary Payment Card Industry Security Standards compliance in place. However, a breach of the merchant’s security standards could create liability for us.

 

Our business could be negatively affected if we are required to defend allegations of unfair competition and unfair false or deceptive acts or practices in or affecting commerce.

 

Advertising and marketing of our products in the United States are also subject to regulation by the Federal Trade Commission (“FTC”) under the Federal Trade Commission Act, or FTC Act. Among other things, the FTC Act prohibits unfair methods of competition and unfair false or deceptive acts or practices in or affecting commerce. The FTC Act also makes it illegal to disseminate or cause to be disseminated any false advertisement. The FTC routinely reviews websites to identify questionable advertising claims and practices. Competitors sometimes inform the FTC when they believe other competitors are violating the FTC Act and consumers also notify the FTC of what they believe may be wrongful advertising. The FTC may initiate a nonpublic investigation that focuses on our advertising claims, which usually involves nonpublic, pre-lawsuit, extensive formal discovery. Such an investigation may be lengthy and expensive to defend and result in a publicly disclosed consent decree or settlement agreement. If no settlement can be reached, the FTC may start an administrative proceeding or a federal court lawsuit against us or our principal officers. The FTC often seeks to recover from the defendants, whether in a consent decree or a proceeding, any or all of the following: (i) consumer redress in the form of monetary relief or disgorgement of profits; (ii) significant reporting requirements for several years; and (iii) injunctive relief. In addition, most, if not all, states have statutes prohibiting deceptive and unfair acts and practices. The requirements under these state statutes are similar to those of the FTC Act.

 

We accept and hold cryptocurrencies, which may subject us to exchange risk and additional tax and regulatory requirements

 

We have recently begun accepting cryptocurrencies bitcoin and etherium as a form of payment. Cryptocurrencies are not considered legal tender or backed by any government and have experienced significant price volatility, technological glitches, and various law enforcement and regulatory interventions. If we fail to comply with regulations or prohibitions applicable to us, we could face regulatory or other enforcement actions and potential fines and other consequences. We also hold cryptocurrencies directly, subjecting us to exchange rate risk as well as the risk that regulatory or other developments and the recent price volatility may adversely affect the value of the cryptocurrencies we hold. The uncertainties regarding legal and regulatory requirements relating to cryptocurrencies or transactions using cryptocurrencies, as well as potential accounting and tax issues or other requirements relating to cryptocurrencies, could have a material adverse effect on our business.

 

Our business could be negatively affected if we are required to defend allegations that our direct selling activities are fraudulent or deceptive schemes, are against public interest, or are the sale of unregistered securities.

 

Direct selling activities are regulated by the FTC, as well as various federal, state, and local governmental agencies in the United States and foreign countries. These laws and regulations are generally intended to prevent fraudulent or deceptive schemes, often referred to as “pyramid” schemes, which compensate participants primarily for recruiting additional participants without significant emphasis on product sales. Regulators may take the position that some or all of our products are deemed to be securities, the sale of which has not been registered. The laws and regulations governing direct selling are modified from time to time, and like other direct selling companies, we may be subject from time to time to government investigations related to our direct selling activities. This may require us to make changes to our business model and our compensation plan.

 

Our independent distributors could fail to comply with applicable legal requirements or our distributor policies and procedures, which could result in claims against us that could harm our business.

 

Our independent distributors are independent contractors and, accordingly, we are not in a position to directly provide the same oversight, direction, and motivation as we could if they were our employees. As a result, we cannot assure that our independent distributors will comply with applicable laws or regulations or our distributor policies and procedures.

 

Extensive federal, state, local, and international laws regulate our business, products and direct selling activities. Because we have expanded into foreign countries, our policies and procedures for our independent distributors differ slightly in some countries due to the different legal requirements of each country in which we do business.

 

7

 

 

Our proprietary systems may be compromised by hackers.

 

Our current products and other products and services that we may develop in the future will be based on proprietary software and customer-specific data that we protect by routine measures such as password protection, confidentiality and nondisclosure agreements with employees, and similar measures. Any unauthorized access to our software or data could materially disrupt our business and result in financial loss and damages to our business reputation.

 

Risks Related to Our Common Stock

 

We have a history of operating losses and expect to report future losses that may cause our stock price to decline.

 

For the operating period since inception through March 31, 2020, we have reported an accumulated deficit of $46,382,174. We reported a net loss of $21,285,191 for the year ended March 31, 2020, and a net loss from operations of $9,093,419. We cannot be certain whether we will ever become profitable, or if we do, that we will be able to continue to be profitable. Also, any economic weakness or global recession may limit our ability to market our products. Any of these factors could cause our stock price to decline and result in investors losing a portion or all of their investment.

 

We will need to raise additional capital. If we are unable to raise additional capital, our business may fail.

 

Because our revenues are not yet sufficient to cover expenses or fund our growth, we need to secure ongoing funding. If we are unable to obtain adequate additional financing, we may not be able to successfully market and sell our products, our business operations will most likely be discontinued, and we will cease to be a going concern. To secure additional financing, we may need to borrow money or sell more securities. Under these circumstances, we may be unable to secure additional financing on favorable terms or at all. Selling additional stock, either privately or publicly, would dilute the equity interests of our stockholders. If we borrow money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing, we may have to curtail business operations, which would have a material negative effect on operating results and most likely result in a lower stock price.

 

Our common stock price has been and may continue to be extremely volatile.

 

Our common stock has closed as low as $0.005 per share and as high as $0.043 per share during the most recent fiscal year. We believe this volatility may be caused, in part, by variations in our quarterly operating results, delays in development of our technologies, changes in market valuations of similar companies, and the volume of our stock in the market.

 

Additionally, in recent years the stock market in general, and the OTC Markets and technology stocks in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price regardless of our operating performance. The historical trading of our common stock is not necessarily an indicator of how it will trade in the future and our trading price as of the date of this report is not necessarily an indicator of what the trading price of our common stock might be in the future.

 

In the past, class action litigation has often been brought against companies following periods of volatility in the market price of those companies’ common stock. If we become involved in this type of litigation in the future it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on our stock price.

 

8

 

 

Shares of our common stock may never become eligible for trading on Nasdaq or a national securities exchange.

 

We cannot assure that we will ever be listed on the Nasdaq Stock Market or on another national securities exchange. Listing on one of the Nasdaq markets or one of the national securities exchanges is subject to a variety of requirements, including minimum trading price and minimum public “float” requirements. There are also continuing eligibility requirements for companies listed on national securities exchanges. If we are unable to satisfy the initial or continuing eligibility requirements of any such market, then our stock may not be listed or could be delisted. This could result in a lower trading price for our common stock and may limit the ability of our stockholders to sell their shares, which could result in a loss of some or all of their investments.

 

If we fail to file periodic reports with the U.S. Securities and Exchange Commission, our common stock will not be able to be traded on the OTCQB.

 

Although our common stock trades on the OTCQB, a regular trading market for our common stock may not be sustained in the future. OTC Markets limits quotation on the OTCQB to securities of issuers that are current in their reports filed with the Securities and Exchange Commission. If we fail to remain current in the filing of our reports with the Securities and Exchange Commission, our common stock will not be able to be traded on the OTCQB. The OTCQB is an inter-dealer market that provides significantly less liquidity than a national securities exchange or automated quotation system.

 

Because we have no plans to pay dividends on our common stock, stockholders must look solely to appreciation of our common stock to realize a gain on their investments.

 

We do not anticipate paying any dividends on our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the expansion of our business. Our future dividend policy is within the discretion of our board of directors and will depend upon numerous factors, including our business, financial condition, results of operations, capital requirements, and investment opportunities. Accordingly, stockholders must look solely to appreciation of our common stock to realize a gain on their investment. This appreciation may not occur.

 

Certain provisions of Nevada law and of our corporate charter may inhibit a potential acquisition of our company, and this could depress our stock price.

 

Nevada corporate law includes provisions that could delay, defer, or prevent a change in control of our company or our management. These provisions could discourage information contests and make it more difficult for our stockholders to elect directors and take other corporate actions. As a result, these provisions could limit the price that investors are willing to pay in the future for shares of our common stock. For example:

 

  without prior stockholder approval, our board of directors has the authority to issue one or more classes of preferred stock with rights senior to those of our common stock and to determine the rights, privileges, and preferences of that preferred stock;
     
  there is no cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; and
     
  stockholders cannot call a special meeting of stockholders.

 

Our indemnification of our directors and officers may limit the rights of our stockholders.

 

While our board of directors and officers are generally accountable to our stockholders and us, the liability of our directors and officers to all parties is limited in certain respects under applicable state law and our articles of incorporation and bylaws, as in effect. Further, we have agreed or may agree to indemnify our directors and officers against liabilities not attributable to certain limited circumstances. This limitation of liability and indemnity may limit rights that our stockholders would otherwise have to seek redress against our directors and officers.

 

Additional issuances of stock options and warrants, convertible notes, and stock grants will cause additional substantial dilution to our stockholders.

 

Given our limited cash, liquidity, and revenues, it is likely that in the future, as in the past, we will issue additional warrants, stock grants, and convertible debt to finance our future business operations and acquisitions and strategic relationships. The issuance of additional shares of common stock, the exercise of warrants, and the conversion of debt to stock could cause additional dilution to our stockholders and could have further adverse effects on the market price for our securities or on our ability to obtain future financing. The 2018 increase in our authorized shares from two billion to ten billion increased the magnitude of this risk substantially.

 

9

 

 

The amount of authorized common stock may result in management implementing anti-takeover procedures by issuing new securities.

 

The 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 our company with another entity. Although, we have no current plans to issue additional stock for this purpose, management could use the additional shares that are now available or that may be available after a possible further recapitalization to resist or frustrate a third-party transaction. 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 law or any rules or regulations to which we are subject.

 

Our stockholders may not recoup all or any portion of their investment upon our dissolution.

 

In the event of a liquidation, dissolution, or winding-up of our company, whether voluntary or involuntary, our net remaining proceeds and/or assets, after paying all of our debts and liabilities, will be distributed to the holders of common stock on a pro-rata basis. We cannot assure that we will have available assets to pay to the holders of common stock any amounts upon such a liquidation, dissolution, or winding-up of our company. In this event, our stockholders could lose some or all of their investment.

 

The issuance of our common stock to DBR Capital upon conversion of the Notes may cause dilution, and the sale of the shares of common stock acquired by the selling stockholder, or the perception that such sales may occur, could cause the price of our common stock to fall.

 

Under the Notes, DBR Capital may convert up to $2.0 million into the 159,090,909 shares that are registered for sale under this prospectus. If DBR Capital converts the Notes and acquires some or all of those shares, it may sell all, some, or none of those shares. Therefore, conversions by DBR Capital could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock by DBR Capital, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish.

 

In addition, the fixed conversion price of $0.012571428571429 for these shares may be lower than the trading price of our shares at the time of any conversion and sale by DBR Capital, which may cause the trading price of our common stock to fall.

 

10

 

 

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                
Second Quarter (through July 10, 2020)     0.027       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 July 13, 2020, we had approximately 613 stockholders of record of our common stock and 3,035,481,329 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.

 

11

 

 

Equity Compensation Plans

 

The following table summarizes the equity compensation plans under which our securities may be issued as of March 31, 2020:

 

    Number of
Securities To Be
Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights
    Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
    Number of
Securities
Remaining
Available for
Future Issuance
under Equity
Compensation
Plans (excluding
securities
reflected
in column (a))
 
Plan Category   (a)     (b)     (c)  
                   
Equity compensation plans                        
approved by security holders                  
Equity compensation plans not                        
approved by security holders                 32,500,000  

 

 

USE OF PROCEEDS

 

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholder. We will not receive any proceeds upon the sale of shares by the selling stockholder in this offering.

 

12

 

 

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

 

During the period from April 1, 2019 to March 31, 2020, the executive management team set a primary objective of reaching profitability. 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 Advisory and Commodity Trading Advisor.

 

During this time each of our companies suffered several difficulties and setbacks which prevented us from achieving our goal and generated increased losses for our shareholders. We made significant changes that naturally caused us to step backward but we believe these changes have made us stronger and in a better position to reach our goal of profitability in fiscal 2021.

 

The explanation for these changes and associated benefit is as follows:

 

In August of 2019, we raised additional funds which came with specific actions the company agreed to take. These actions installed Annette Raynor as Chief Executive Officer and a new management team to run Kuvera. Annette’s tenure would be short lived, ending on December 3, 2019 when the Company installed Joseph Cammarata as Chief Executive Officer. The objective of the executive management team in August was to properly structure Investview, decrease operating expenses of the subsidiaries, create an institutional financing structure for proper growth and source highly experienced and seasoned Executives to bring the company forward.

 

Kuvera LLC – our financial education platform that services the individual consumer and is distributed via network marketing continued to pay out higher than expected commissions in spite of numerous bonus payout adjustments over a three-year period. In August of 2019, a new team of managers were installed to completely overhaul the Kuvera product subscription, bonus plan, back office and operating team. During this time of significant change, which began on October 1, 2019 and was not completed until February 1, 2020, we lost $3 million in subscription revenue due to Kuvera cancellations. We anticipated a greater decrease and were surprised to see that it was only $3 million for the year. The Kuvera bonus plan is now aligned with the company objectives; it rewards retention, new customers, and volume growth while maintaining proper payout ratios. Kuvera is once again growing revenue month over month and retaining more customers. During this same period, Kuvera cut their overhead, eliminated staff and streamlined daily operations.

 

SAFE Management – our RIA/CTA launched the EquityPro and Wealth Builder investment strategies in March of 2019 and the FX Global strategy in October of 2019 after completing their NFA on-site exam. SAFE currently has assets under management of $800,000. Regulatory filings and conformance have prevented the firm from meeting their growth objectives. The management team is in the process of streamlining the strategies offered and will re-structure the firm to enable scalable growth. These changes are planned to commence during August 2020 with full implementation by calendar year end.

 

Apex Tek, LLC / SAFETek, LLC – our subsidiary that sells the APEX package saw rapid growth during fiscal 2020. However, the sales of the product outpaced the company’s ability to source and SAFETek, LLC’s ability to properly deploy the APEX operating units. This was further impacted during the Covid pandemic which stopped manufacturing processes in China as early as December of 2019. Nearly $5 million of hardware was held up and did not arrive until February of 2019. Shortly after arrival, the United States went into quarantine further impacting our ability to implement, test, operate and scale SAFETek, LLC operations. We have taken a number of actions to preserve capital while ramping up operations including reduced lease payments and planned changes to the APEX program for the future. The supply chain issues were systemic and beyond the scope of management control. The executive management team could only work to minimize losses while working to resume operations. We plan to deploy processes to increase efficiency of in place operating units, continue to test and evaluate new technologies to increase mining output while establishing multiple supply sources for equipment.

 

13

 

 

We completed our integration of United Games and United League assets into operations. 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.

 

Additional changes implemented by Investview during fiscal 2020 included the naming of Jayme McWidener as Chief Financial Officer, John Tabacco as Consultant and Chief Digital Officer, the withdrawal of Jeremy Roma as President of SAFETek, LLC, and the early retirement of Chad Miller, Founder and Director.

 

Investview has transformed dramatically over the last twelve months and these changes negatively impacted our financial performance. However, we believe these changes were necessary to reach our ultimate objective of profitability.

 

Some of the benefits of these actions include:

 

  Reduction in Kuvera bonus payout percentages as previously noted
     
  Debt carrying charges of $360,000 monthly have been eliminated
     
  The retirement of $6.5 million in debt for the first quarter of 2021
     
  Our operating expenses for fiscal 2021 are tracking at $18 million versus the $33 million noted for fiscal 2020

 

We believe Kuvera and Kuvera France will lead our initial march towards profitability due to their increased margins, reduction in overhead, and continued growth of the customer base. SAFE Management will continue to maintain its current strategy offerings and management while finalizing the scalable solution planned for January 2021. Apex Tek, LLC will focus on the creation of a new APEX package and structure while SAFETek, LLC will continue to increase production until it reaches planned capacity. It is unknown at this time, how long it will take SAFETek, LLC to meet this objective.

 

Subsequent to this reporting period, Investview closed a multi-part financing agreement with DBR Capital LLC and installed James Bell and David Rothrock to Investview’s Board of Directors. The capital from this arrangement is dedicated to SAFETek, LLC operations and scalability. Most important is the consultation and guidance of DBR management and their willingness to function as a member of our Board.

 

Results of Operations

 

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.

 

14

 

 

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 payouts. 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

 

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, 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.

 

15

 

 

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.

 

16

 

 

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 ratably 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.

 

17

 

 

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.

 

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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.

 

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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.

 

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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.

 

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Employees

 

As of July 13, 2020, we had 22 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.

 

Competition

 

We face competition for each of our product categories, but do not have a similar competitor with the full suite of services offered by us. Each of the financial education products, alerts, tools, and newsletters face competition from similar product companies, such as TheStreet.com, Motley’s Fool, Jim Cramer, and similar subscription-based financial research services. The personal money management education and tools face competition from free mobile apps designed for the same purpose, although our personal money management does not advertise or entice the user to refinance and secure new loans and is a pure management tool that serves the individual and not the advertiser. Our tax management tools and education have limited competition, and we have deployed Deductr as our tool of choice. Our combined suite of products for one monthly subscription price, cancellable at any time by the user and distributed exclusively by the active members through the optional bonus plan for those who choose to sell the service to others, is what sets us apart.

 

We believe our competitive advantages include:

 

  one of the most generous bonus programs in the network marketing segment;
     
  a management team with extensive experience in financial education and market strategy research/technology
     
  a young and motivated distributor base;
     
  a large demographic that services all genders, race, religion, and nationalities; and
     
  a delivery platform that enables us to launch new products quickly and efficiently worldwide.

 

Our competitive weaknesses include translation challenges as we continue international expansion and components of our distributor backend that are programmed by third-party providers.

 

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MANAGEMENT

 

General

 

Our bylaws provide that the number of directors on our board will not be less than three or more than nine. Our board currently consists of five directors. The term of office of each director expires at the next annual meeting of the stockholders and when his or her respective successor is elected and has qualified. Our officers serve at the pleasure of the board of directors.

 

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   55   Director of Finance and Director
David B. Rothrock   55   Director
James Bell   54   Director
Jayme L. McWidener   40   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 theater 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.

 

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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.

 

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.

 

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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 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).

 

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[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.

 

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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     -     $ -                  
Canceled / expired     -     $ -                  
Options outstanding at March 31, 2019     35,000     $ 10.00       0.51     $ -  
Granted     -     $ -                  
Exercised     -     $ -                  
Canceled / 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.

 

27

 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Unless otherwise indicated, the terms of the following transactions between related parties were not determined as a result of arm’s-length negotiations.

 

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 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 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 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.

 

28

 

 

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.

 

PRINCIPAL STOCKHOLDERS

 

The following table sets forth certain information, as of July 13, 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 3,035,481,329 shares of common stock outstanding as of July 13, 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)     590,624,710       19.46 %

DBR Capital, LLC(8)

   

159,090,909

     

5.24

%
Joseph Hagan(7)     165,038,166       5.44 %
Brian McMullen(9)     290,000,000       9.55 %
Directors and Officers:                
Joseph Cammarata, CEO and Director     270,000,000       8.89 %
Annette Raynor, COO and Director(4)(5)     215,456,942       7.10 %
Mario Romano, Treasurer and Director(4)(6)     215,456,942       7.10 %
David Rothrock, Director (8)     159,090,909       5.24 %
James Bell, Director     NONE       0 %
Jayme McWidener, CFO     20,000,000       *  
William Kosoff, Corporate Secretary     13,936,875       *  
All Officers and Directors as a group (7 persons) (4)(5)(6)(8)     893,941,668       29.45 %

 

* 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 3,214,481,329 shares of common stock outstanding as of June 26, 2019, 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 110,356,942 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 110,356,942 shares owned by Wealth Engineering LLC, Ms. Raynor owns 105,000,000 shares personally.
(6) In addition to the 110,356,942 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 165,038,166, which are held in the names of three entities he controls and in his individual name.
(8) David Rothrock beneficially owns 159,090,909 shares issuable upon conversion of two Convertible Notes in an aggregate principal amount of $2,000,000 issued to DBR Capital, LLC. 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.

 

29

 

 

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.

 

THE CONVERTIBLE SECURED PROMISSORY NOTES

 

General

 

On April 27, 2020, we entered into Securities Purchase Agreement and Investor Rights Agreement with DBR Capital. The Investor Rights Agreement required us to file a registration statement registering DBR Capital’s resale of the shares within 30 calendar days; however, DBR Capital consented to extend that deadline to July 15, 2020, to accommodate the filing of our annual report on Form 10-K. Under a Voting Rights Agreement entered into between DBR Capital and certain of our stockholders, the stockholders agreed to reduce the size of our board of directors to five directors and to elect two designees of DBR Capital to fill two of those five seats. James Bell and David B. Rothrock are currently members of our board of directors as the designees of DBR Capital.

 

The principal under the Notes is convertible into our common stock at a conversion price of $0.012571428571429 per share, representing a total of 159,090,909 shares. If all the entire amount owed under the Notes was converted and sold, those shares would represent approximately 5% of the total number of shares of our common stock outstanding as of the date of this prospectus.

 

Sales of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any conversions of the Notes. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any conversions by DBR Capital.

 

SELLING STOCKHOLDER

 

This prospectus relates to the possible resale of up to 159,090,909 shares of our common stock by DBR Capital, the selling stockholder. We are filing the registration statement of which this prospectus forms a part pursuant to the provisions of the agreements executed in connection with the selling stockholder’s agreement to purchase the shares.

 

Pursuant to the Investor Rights Agreement, which we entered into on April 27, 2020, concurrently with our execution of the Securities Purchase Agreement, we agreed to provide certain registration rights respecting sales by DBR Capital of the shares of our common stock issued to it upon conversion of the Notes. See the description under the heading “The Convertible Secured Promissory Notes” for more information.

 

The selling stockholder may, from time to time, offer and sell pursuant to this prospectus any or all of the shares that we issue to it upon conversion of the Notes. The selling stockholder may sell some, all, or none of its shares. We do not know whether or when the selling stockholder will choose to convert some or all of the amounts due under the Notes into shares of our common stock or how long the selling stockholder will hold the shares before selling them, and we currently have no agreements, arrangements, or understandings with the selling stockholder regarding the conversion of the Notes.

 

The following table presents information regarding the selling stockholder and the shares that it may offer and sell from time to time under this prospectus. The table is prepared based on information supplied to us by the selling stockholder and reflects its holdings as of July 13, 2020. Except as described herein, neither the selling stockholder nor any of its affiliates has held a position or office, or had any other material relationship, with our company or any of our predecessors or affiliates. As used in this prospectus, the term “selling stockholder” includes the selling stockholder and any of its respective donees, pledgees, transferees, or other successors-in-interest selling shares received after the date of this prospectus from the selling stockholder as a gift, pledge, or other non-sale-related transfer. Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act.

 

30

 

 

Selling stockholder  

Shares

Beneficially

Owned Before

this Offering

   

Percentage of

Outstanding

Shares

Beneficially

Owned Before

this Offering(1)

   

Shares to be Sold in this

Offering(2)

   

Number Of

Shares

Beneficially

Owned After this

Offering

   

Percentage of

Outstanding

Shares

Beneficially

Owned After this

Offering

 
                                         
DBR Capital, LLC(3)     159,090,909       5.0       159,090,909              

 

 

(1) Based on 3,035,481,329 outstanding shares of our common stock as of July 13, 2020, after giving effect to the potential conversion.
(2) Assumes that selling stockholder will sell all shares available for sale in this offering.
(3) David B. Rothrock has investment and voting control over the shares issuable to DBR Capital upon conversion of the Notes.

 

PLAN OF DISTRIBUTION

 

The selling stockholder and any of its pledgees, assignees, and successors-in-interest may, from time to time, sell any or all of their common stock on the OTC Markets or any other stock exchange, market, or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholder may use any one or more of the following methods when selling shares:

 

  ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
     
  block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
     
  purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
     
  an exchange distribution in accordance with the rules of the applicable exchange;
     
  privately negotiated transactions;
     
  an agreement with broker-dealers to sell a specified number of shares at a stipulated price per share;
     
  through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
     
  a combination of any such methods of sale; or
     
  any other method permitted pursuant to applicable law.

 

The selling stockholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

 

DBR Capital may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

 

Broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated but, except as set forth in a supplement to this prospectus, in the case of an agency transaction, not in excess of a customary brokerage commission in compliance with FINRA Rule 2121.

 

DBR Capital and any broker-dealers or agents that are involved in selling the shares may be deemed to be, “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealer receive fees, commissions, and markups that, in the aggregate, would exceed 8%.

 

Because DBR Capital may be deemed an “underwriter” within the meaning of the Securities Act, it may be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling stockholder.

 

31

 

 

We have agreed to keep this prospectus effective until the earlier of: (i) 120 days after April 27, 2030; or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Expenses, Indemnification

 

We will not receive any of the proceeds from the sale of the common stock sold by the selling stockholder and will bear all expenses related to the registration of this offering, but will not pay for any commissions, fees, or discounts, if any, relating to the sale of the common stock sold by the selling stockholder. We have agreed to indemnify the selling stockholder against certain losses, claims, damages, and liabilities, including liabilities under the Securities Act.

 

Supplements

 

In the event of a material change in the plan of distribution disclosed in this prospectus, the selling stockholder will not be able to effect transactions in the shares pursuant to this prospectus until such time as a post-effective amendment to the registration statement is filed with, and declared effective by, the Securities and Exchange Commission.

 

DESCRIPTION OF CAPITAL STOCK

 

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

 

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 Preemptive or Similar Rights

 

Our Common Stock is not entitled to preemptive 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.

 

32

 

 

Preferred Stock

 

Our Board is authorized, subject to limitations prescribed by the NRS, 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 10,000,000 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, there are no Preferred Shares outstanding.

 

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.

 

WHERE YOU CAN FIND ADDITIONAL 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.

 

LEGAL MATTERS

 

Certain legal matters respecting the validity under Nevada law of the common stock to be sold by the selling stockholder have been passed upon for us by Michael Best & Friedrich LLP.

 

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.

 

33

 

 

MARCH 31, 2020 AND 2019

 

INVESTVIEW, INC.

 

Index to Consolidated Financial Statements

 

    Page
     
Report of Independent Registered Public Accounting Firm   F-2
     
Consolidated Balance Sheets as of March 31, 2020 and 2019   F-3
     
Consolidated Statements of Operations and Other Comprehensive Income for the years ended March 31, 2020 and 2019   F-4
     
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended March 31, 2020 and 2019   F-5
     
Consolidated Statements of Cash Flows for the years ended March 31, 2020 and 2019   F-6
     
Notes to Consolidated Financial Statements   F-7

 

  F- 1  
 

 

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.

 

  F- 2  
 

 

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

 

  F- 3  
 

 

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

 

  F- 4  
 

 

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

 

  F- 5  
 

 

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 )