Investview, Inc. - Annual Report: 2018 (Form 10-K)

U.S. Securities and Exchange Commission

Washington, DC 20549

 

FORM 10-K

 

☒   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED

 

March 31, 2018

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________________ to _______________________.

 

 

Commission File Number 000-27019

 

Investview, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		87-0369205
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

 

12 South 400 West

Salt Lake City, Utah 84101

(Address of principal executive offices)

 

Issuer’s telephone number: 888-778-5372

 

Securities registered pursuant to Section 12(b) of the Act:  None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 Par Value Per Share

 

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.  Yes   ☐      No   ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes   ☐      No   ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   ☒       No   ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒   No  ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller Reporting Company  ☒
	Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes  ☐       No  ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

As of September 30, 2017, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the closing price of the common stock as traded on the OTC QB of $0.0769 was approximately $51,396,050. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

 

As of June 29, 2018, there were 2,169,661,318 shares of common stock par value $.001 per share, outstanding

 

Documents incorporated by reference.

NONE

 

INVESTVIEW, INC.

 

2018 FORM 10-K ANNUAL REPORT

 

Table of Contents

 

PART I	5
Item 1.   Business	10
Item 1A Risk Factors	10
Item 1B. Unresolved Staff Comments	16
Item 2.  Properties	16
Item 3. Legal Proceedings	17
Item 4. Mine Safety Disclosure	17
PART II	17
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6.  Selected Financial Data	18
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	22
Item 8. Financial Statements	22
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9A. Controls and Procedures	22
Item 9B. Other Information	23
PART III	24
Item 10. Directors, Executive Officers and Corporate Governance	24
Item 11. Executive Compensation	25
Item 12. Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters	28
Item 13. Certain Relationships and Related Transactions, and Director Independence	29
Item 14. Principal Accountant Fees and Services	30
Item 15. Exhibits	31

 

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

CERTAIN STATEMENTS CONTAINED IN THIS REPORT AND THE INFORMATION INCORPORATED BY REFERENCE HEREIN MAY CONTAIN "FORWARD-LOOKING STATEMENTS". THESE STATEMENTS, WHICH INVOLVE RISKS AND UNCERTAINTIES, REFLECT OUR CURRENT EXPECTATIONS, INTENTIONS, OR STRATEGIES REGARDING OUR POSSIBLE FUTURE RESULTS OF OPERATIONS, PERFORMANCE, AND ACHIEVEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION: STATEMENTS REGARDING FUTURE PRODUCTS OR PRODUCT DEVELOPMENT; STATEMENTS REGARDING FUTURE SELLING, GENERAL AND ADMINISTRATIVE COSTS AND RESEARCH AND DEVELOPMENT SPENDING; STATEMENTS REGARDING THE FUTURE PERFORMANCE OF OUR NETWORK MARKETING EFFORTS; STATEMENTS REGARDING OUR EXPECTATIONS REGARDING ONGOING LITIGATION; STATEMENTS REGARDING INTERNATIONAL GROWTH; AND STATEMENTS REGARDING FUTURE FINANCIAL PERFORMANCE, RESULTS OF OPERATIONS, CAPITAL EXPENDITURES AND SUFFICIENCY OF CAPITAL RESOURCES TO FUND OUR OPERATING REQUIREMENTS.

 

THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED IN THIS REPORT AND THE INFORMATION INCORPORATED BY REFERENCE BY WORDS SUCH AS "ANTICIPATE", "BELIEVE", "COULD", "ESTIMATE", "EXPECT", "INTEND", "PLAN", "PREDICT", "PROJECT", "SHOULD" AND SIMILAR TERMS AND EXPRESSIONS, INCLUDING REFERENCES TO ASSUMPTIONS AND STRATEGIES. THESE STATEMENTS REFLECT OUR CURRENT BELIEFS AND ARE BASED ON INFORMATION CURRENTLY AVAILABLE TO US. ACCORDINGLY, THESE STATEMENTS ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES, AND CONTINGENCIES, WHICH COULD CAUSE OUR ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, SUCH STATEMENTS.

 

The following factors are among those that may cause actual results to differ materially from our forward-looking statements:

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

When considering these forward-looking statements, you should keep in mind the cautionary statements in this report and the documents incorporated by reference. Except as required by law, we have no obligation and do not undertake to update or revise any such forward-looking statements to reflect events or circumstances after the date of this report.

 

PART I

ITEM 1.   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 the Company changed domicile to Nevada, and changed its name to Voxpath Holding, Inc. In September of 2006 the Company merged The Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holdings, Inc. and then changed its name to TheRetirementSolution.Com, Inc. and in October 2008 changed its name to Global Investor Services, Inc., before changing its name to Investview, Inc., on March 27, 2012.

 

On March 31, 2017, the Company entered into a Contribution Agreement with the members of Wealth Generators, LCC, 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 the common stock of the Company. The closing of the Wealth Generators Contribution occurred after close of business on March 31, 2017, therefore, effective April 1, 2017, Wealth Generators became a wholly owned subsidiary of the Company (see Note 13). On February 28, 2018, Investview filed a name change for Wealth Generators LLC to Kuvera LLC (“Kuvera”), this did not affect the company’s tax and federal identification.

 

Overview

 

Kuvera provides affordable access to financial education, current market research and cutting-edge technology that enables individuals to increase and cultivate their own financial resources, enjoy life and plan for the future. The services include basic financial educational, expense and debt reduction tools, research, newsletter alerts, and live education rooms that include instruction on the subjects of equities, options, FOREX, ETFs, binary options, crowdfunding and the emerging crypto currency market.

 

Kuvera seeks to provide a completely transparent and unique experience specifically designed to enhance the financial knowledge and improve the overall well-being of individuals worldwide. Our goal is to invest in the education, research and technology essential to helping the financially motivated secure lasting and balanced success for today and the future.

 

Each product subscription includes a core set of tools/research along with the personal finance management suite providing an individual complete access to the information necessary to cultivate and manage their financial situation. The Company offers packages available through a monthly subscription that can be cancelled at any time at the discretion of the customer. A unique component of the product marketing plan is the distribution method whereby all subscriptions are sold via current participating customers who choose to distribute and sell the services. The bonus plan participation is purely optional but enables individuals the ability to create an additional income stream to further support their personal financial goals and objectives.

 

Our Mission

 

Our mission is to offer affordable access to valuable financial education, current market research and cutting-edge technology that enables individuals to increase and cultivate their own financial resources, enjoy life and plan for the future.

 

Our Vision

 

To disrupt the status quo and change the current state of debt accumulation by offering people the most current means and methods required to take control of their financial future in order to live more fulfilling lives, free from the instability and limitations of financial burden.

 

Brand Promise

 

We promise to provide a completely transparent and unique experience specifically designed to enhance an individual’s financial knowledge and improve their overall well-being. Our goal is to invest in the education, research and technology essential to helping the financially motivated secure lasting and balanced success for today and the future.

 

Company Core Values

 

 

 

 

 

Kuvera Brand Position Statement

 

“Kuvera provides financial freedom, stability, and value to those seeking life wealth balance.”

 

Kuvera Brand Tagline

 

“Wealth Life Balance”

 

The Products & Services

 

By enabling the marriage of technology and knowledge we are able to deliver innovative solutions directly to individuals around the world. Education and information for personal finance and general financial education is largely overlooked in all levels of education. An on-going cycle of debt accumulation, inability to save, lack of planning and inadequate knowledge on how to cultivate our “capital” is passed from generation to generation.

 

By creating easy access, focused tutorials, and step by step planning, our education and technology tools provide individuals the necessary information to understand the power of proper utilization of money along with the ability to design their own path toward financial fitness.

 

Our products generally fit under 3 categories:

 

 

 

 

FIND

 

The Find portion of our package offers Money and DEDUCTR Pro.

 

Money is a financial education tool designed to help you eliminate debt and improve your personal financial behaviors. Money includes education by Ross Jardine, America’s Money Mentor, and educator. The goal of Mr. Jardine’s videos and articles is to teach the user how to reduce debt, decrease spending, and FIND money the user did not know the user had.

 

There are four sections of Money:

 

 

 

 

 

 

 

Deductr is a personal money management tool that Wealth Generators provides all members through a partnership with Deductr. The Deductr personal finance manager allows its users to manage all of their personal finances from a single view. With this tool, the user can create and monitor your budget and financial goals in a matter of minutes.

 

Deductr’s Pro personal finance manager tool has eight features:

 

 

 

 

 

 

 

 

 

Tax Assistance – Deductr Pro also includes a tax assistance feature making it easy to maximize both common and lesser-known tax benefits. Deductr can help you capture, document, and organize the expenses related to running your business right on your phone.

 

GROW

 

The heart of the program is our Grow component which marries technology, market experience and research to deliver strategies direct to individuals in seconds. We have trade strategies that cover U.S. equities options and indices, ETF’s (Exchange Traded Funds), FOREX, Binary Options, crowdfunding, and the emerging crypto currency markets.

 

FOREX

 

FXOne – FXOne is one of our most interactive Forex products. FXOne includes live Forex Binary Options Sessions with our market experts, as well as Forex newsletter alerts delivered right to your phone. FXOne also offers unique strategies and in-depth Forex training.

 

Binary options - FXOne binary options session leverage very short-term strategies that give you immediate results in a relatively short amount of time. Live sessions are often as short as 15 minutes. The live session provides the user real time strategies where the user can follow along directly with the experts as they identify setups and provide commentary to their activity. The user can then determine whether to act on that information.

 

Newsletter alerts - FXOne gives the user the opportunity to follow market experts while maintaining complete control of their money. With FXOne Forex Alerts, our experts do the research and analysis and deliver that information to the user via email alerts. The alerts include entry criteria, exit parameters, and position adjustments. A lifetime of experience delivered right to your hands.

 

RYZE – RYZE is an algorithm based on supply side objectives. The algorithm identifies anomalies in currency pair transactions and enters positions that will ultimately be sold into large volume liquidations. These transactions can last intraday, multiple days, weeks or months. RYZE is made available to international clients.

 

CRYPTOone

 

CRYPTOone offers a library of cryptocurrency resources as well as live education, analysis, and research in the Cryptocurrency market. With CRYPTOone, you can learn as little or as much about the Cryptocurrency universe as you’d like. CRYPTOone also provides customers digital alerts that identify cryptocurrency opportunities. Our experts do the research and analysis, and the customer decides if he or she wants to take action with the information. With just a few clicks, users can participate in the Cryptocurrency market with minimal effort. CRYPTOone is the perfect way for someone to dip their toe or jump all the way in and start benefiting from the growing cryptocurrency universe.  

 

 

CRYPTO Mining Packages

 

We offer Crypto Mining Packages that consist of computer/GPU hardware, operation and maintenance services to provide individuals access to crypto mining. Our mining hardware (hosting) facility is arranged through contractual partnership and located in Romania. Each GPU processing card is specific to the package purchased, is individually serial numbered, and the customer may request their hardware to be shipped to them at any time. There is no guarantee or estimate of mining output provided as mining conditions change constantly and crypto currency is subject to a number of risks associated with emerging markets. We believe our mining services which are physically housed, monitored and maintained in a dedicated facility eliminates variables associated with other mining services that are typically cloud based.

 

Equity Markets

 

Our Equity education and alerts is our core offering and brings the knowledge and expertise of individuals who have been involved in the market for years directly to the user. Our equity services are now included in every subscription service. Our market experts provide the financial technology, education, and research that allows the user to make decisions concerning the user’s money in the market. The user maintains complete control of the user’s money by using an online brokerage of their choosing. Most equity pack strategies require a margin account, and users need level four options approval or higher.

 

Portfolio Builder: With Portfolio Builder, the user can decide which investment vehicles fit the user’s financials goals. Our Market Experts select, analyze, and review a wide field of commission free Exchange Traded Funds enabling self-directed individuals an alternative to mutual funds.

 

Startups provides an opportunity for the user to identify and participate in early stage businesses that may have potential to grow quickly. Michael Markowski is our Startups expert. He was named by Fortune Magazine as one of its 50 great investors. He has experience in finding extremely successful startups. With Startups, the user will receive newsletter alerts providing information about companies that Michael Markowski thinks could be potential winners. The user then decides which companies the user wants to participate in and adds them to their personal crowd funding portfolio should they decide to do so.

 

Kuvera University: Investview and the Kuvera brand is committed to providing “best in class” education across a variety of topics. Kuvera University provides exclusive access to our market education library, live monthly webinars with our market expert's, in depth distributor training, personal development training, with additional content added on-going. After watching and studying the videos and materials in Kuvera University, the user will have a foundation in the global financial markets, a deeper understanding of how to manage your finances effectively, and additional skills that will help the user’s entrepreneurial and professional endeavors. Kuvera University is included with all customer subscriptions to ensure an ever-increasing value to our monthly access price.

 

Continual expansion and enhancement to these services and their delivery is the key to the longevity of the program. With a continual focus to increase convenience through the use of technology and by offering a wide variety of market approaches, our products are designed to meet the needs of the passive, moderately active and highly motivated self-directed investors.

 

KEEP

 

The core component of our Keep philosophy is the Deductr Pro software and its ability to track and manage potential tax write-offs including automated mileage tracking in real-time. Fully deploying the capabilities of Deductr, an individual can see their up to the minute potential tax write offs throughout the year. Tax season becomes a painless submission of Deductr reports versus the agonizing manual process of trying to calculate expenditures once per year. In addition, Deductr Pro is instrumental in budget creation and expense management in real-time.

 

Our Packages

 

Each of our packages includes all three components of the FIND * GROW * KEEP philosophy. The only change in package offerings is the type of financial research and education selected in the GROW portion. All subscriptions include the full breadth of Kuvera University education regardless of subscription selected. We view this as our value commitment, ensuring a full suite of education with each product subscription.

 

Each of our product packages includes a ten day no questions asked return policy. Subscriptions can be cancelled at any time and are billed monthly.

 

Distribution Method

 

The Company uses an affiliate model to sell its product subscriptions. Anyone with an interest can participate in our bonus plan that rewards them for selling product subscriptions. We believe this component of our offering is extremely powerful as it provides:

 

 

 

 

 

The affiliate distribution model, while powerful, requires strict policies and procedures to ensure the company’s presentation and messaging are accurate and compliant. An affiliate/distributor is not required to be a customer to sell our products.

 

Competition

 

The Company faces competition for each of its product categories but does not have a similar competitor with the full suite of services offered. Each of the financial education products, alerts, tools and newsletters face competition from similar product companies such as TheStreet.com, The Motley Fool, Jim Cramer anzzd 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 Investview’s personal money management does not advertise or entice the user to refinance, secure new loans and is a pure management tool that serves the individual and not the advertiser. The company’s tax management tools and education have limited competition and we have deployed Deductr Pro as our tool of choice. Unique to our company is not the individual product but the 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.

 

We believe our competitive advantages include:

 

 

 

 

 

 

Our competitive weaknesses include:

 

 

 

Intellectual Property

 

The Company’s success is predicated on the adoption of new and innovative technology, education and research along with constantly improving convenience tools. The delivery of alerts and financial information through our platform provides various levels of automation that is programmed and designed by the company exclusively for our products and modified to enable the individual to initiate action on alerts they desire. We own the intellectual property for many of our products strategies and platform delivery mechanisms while we make other products available through licensed arrangements. In this way, we can continually offer a full suite of “best of breed” services to ensure our members are receiving the most value and leading-edge programs for their monthly subscription.

 

Expansion

 

The Company is in the process of expanding the business internationally. International planning and re-structuring is taking place as a result of the recent name change to Kuvera and will be rolled out in the later part of 2018. Our affiliated entity, WG LATAM S.A.S., which has been re-established to Kuvera LATAM S.A.S,, distributes the Company’s products and services in Colombia and surrounding Latin American countries. International operations can be impacted by international regulations and economic conditions, although all are continuously monitored.

 

Government Regulation

 

We have positioned the Company as a knowledge provider and educator, which seeks to augment a user’s informed decision-making process, rather than act as a conductor of investment decisions or a representative of investment services. As such, our activities do not fall within the scope of securities industry regulation. We do not provide securities brokerage or investment advisory services. Our products and services also do not require that any representative distributing the services of Investview conduct themselves as an investment advisor or broker. We in fact encourage all representatives and users of our information services to seek unrelated investment professionals for securities related activities.

 

 

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 government 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 popularity and 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 inhibit the growth in use of the Internet and decrease the acceptance of the Internet as a communications and commercial medium, which could in turn decrease the demand for our services or otherwise have a material adverse effect on our future operating performance and business.

 

Employees

 

As of March 31, 2018, the Company has 24 employees.

 

Internet Address

 

Additional information concerning our business can be found on our Web site 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. Web site links provided in this report, although correct when published, may change in the future. We make available free of charge on our Web site 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 SEC.

 

ITEM 1A RISK FACTORS

 

You should carefully consider the following material risk factors as well as all other information set forth or referred to in this report before purchasing shares of our common stock. Investing in our common stock involves a high degree of risk. The Company believes all material risk factors have been presented below. If any of the following events or outcomes actually occurs, our business operating results and financial condition would likely suffer. As a result, the trading price of our common stock could decline, and you may lose all or part of the money you paid to purchase our common stock.

 

Risks Related to our Business Operations

 

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, you may not have adequate information on which you 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, 2018, we have incurred cumulative losses of $20,067,403, recorded net losses from operations of $14,913,016 for the year ended March 31, 2018, and our cash balance on March 31, 2018 was $1,490,686. There can be no assurance that we will achieve profitability in the immediate future or at all.

 

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, 2018 and our related consolidated statements of operations, deficiency in stockholders’ equity, and cash flows for the year ended March 31, 2018, 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.

  

 

We may not be able to manage our growth effectively, which could slow or prevent our ability to achieve profitability.

 

The ability to manage and operate our business as we execute our development and growth strategy will require effective planning. Significant rapid growth could strain our internal resources and delay or prevent our efforts to achieve profitability. We expect that our efforts to grow will place a significant strain on our personnel, management systems, infrastructure and other resources. Our ability to manage future growth effectively will also require us to successfully attract, train, motivate, retain and manage new employees and continue to update and improve our operational, financial and management controls and procedures. If we do not manage our growth effectively slower growth is likely to occur and thereby slowing or negating our ability to achieve and sustain profitability.

 

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 you that we will be able to prevent third parties from using our intellectual property rights and technology without our authorization. The Company also relies 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.

 

Our business could be negatively affected by any adverse economic developments in the securities markets and/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.

 

Our business could be negatively affected by any improved economic developments in the securities markets and/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 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.

  

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

 

Although the Company has implemented various security mechanisms, its business is vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions, delays or loss of data. Additionally, its operations depend on its ability to protect systems against damage from fire, earthquakes, power loss, telecommunications failure, and other events beyond the Company’s control. Moreover, the Company’s website may experience slower response times or other problems for a variety of reasons, including hardware and communication line capacity restraints, software failures or during significant increases in traffic when there have been important business or financial news stories and during the seasonal periods of peak SEC filing activity. These strains on its systems could cause customer dissatisfaction and could discourage visitors from becoming paying subscribers. The Company’s websites could experience disruptions or interruptions in service due to the failure or delay in the transmission or receipt of information from Investview.com. These types of occurrences could cause users to perceive its website and technology solutions as not functioning properly and cause them to use other methods or services of its competitors. Any disruption resulting from these actions may harm the Company’s business and may be very expensive to remedy, may not be fully covered by our insurance and could damage its reputation and discourage new and existing users from using its products and services. Any disruptions could increase costs and make profitability even more difficult to achieve.

 

 

The Company 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.

 

The Company relies 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.

 

The Company could face liability and other costs relating to storage and use of personal information about its users.

 

Users provide the Company with personal information, including tax identification numbers, which it does not share without the user’s consent. Despite this policy of obtaining consent, however, if third persons were able to penetrate the Company’s network security or otherwise misappropriate its users’ personal information. The company does not store user credit card information and relies upon its 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 the company.

 

Legal uncertainties and government regulation of the Internet could adversely affect the Company’s business.

 

Many legal questions relating to the Internet remain unclear and these areas of uncertainty may be resolved in ways that damage the Company’s business. It may take years to determine whether and how existing laws governing matters such as intellectual property, privacy, libel and taxation apply to the Internet. In addition, new laws and regulations that apply directly to Internet communications, commerce and advertising are becoming more prevalent. As the use of the Internet grows, there may be calls for further regulation, such as more stringent consumer protection laws.

 

These possibilities could affect the Company’s business adversely in a number of ways. New regulations could make the Internet less attractive to users, resulting in slower growth in its use and acceptance than is expected. The Company may be affected indirectly by legislation that fundamentally alters the practicality or cost-effectiveness of utilizing the Internet, including the cost of transmitting over various forms of network architecture, such as telephone networks or cable systems, or the imposition of various forms of taxation on Internet-related activities. Complying with new regulations could result in additional cost to the Company, which could reduce its profit margins or leave it at risk of potentially costly legal action.

 

We are subject to FTC regulations that may result in actions against us

 

Advertising and marketing of our products in the United States are also subject to regulation by the 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 non-public investigation that focuses on our advertising claims which usually involves non-public pre-lawsuit extensive formal discovery. Such an investigation may be very expensive to defend, be lengthy, and result in a publicly disclosed Consent Decree, which is a 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 cryptocurrency 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, and we have exchange rate risk on the amounts we hold as well as the risks 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.

 

 

 

Shares of our common stock may be subject to price illiquidity and volatility because our shares may continue to be thinly traded and may never become eligible for trading on Nasdaq or a national securities exchange.

 

Although a trading market for our common stock exists, the trading volume has not been significant and an active trading market for our common stock may never develop. There currently is no analyst coverage of our business. During the period from March 31, 2017 through March 31, 2018 the average daily trading volume of our common stock was approximately 270,000 shares (or approximately 0.3% of the shares currently available in the market as of March 31, 2018). The trading volume of our shares will continue to be limited due to resale restrictions under applicable securities laws and the fact that approximately 39% of our outstanding shares are held by officers, directors and stockholders holding greater than a 5% interest in the Company. As a result of the limited trading market for our common stock and the lack of analyst coverage, the market price for our shares may continue to fluctuate significantly and will likely be more volatile than the stock market as a whole. There may be a limited demand for shares of our common stock due to the reluctance or inability of certain investors to buy stocks quoted for trading on the OTC Bulletin Board, lack of analyst coverage of our common stock and limited trading market for our common stock. As a result, even if prices appear favorable, there may not be sufficient demand to complete a stockholder’s sell order. Without an active public trading market or broader public ownership, shares of our common stock are likely to be less liquid than the stock of public companies with broad public ownership and an active trading market, and any of our stockholders who attempt to sell their shares in any significant volumes may not be able to do so at all, or without depressing the publicly quoted bid prices for our shares.

 

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

 

 

  

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

 

 

  

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

  

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

 

 

ITEM 3. LEGAL PROCEEDINGS  

 

PART II

 

ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

The Company’s common stock is traded on the OTCQB under the symbol “INVU”. During a period in 2016 prior to the Reverse Acquisition with Wealth Generators LLC on March 31, 2017, the Company was downgraded to the OTC Pink Sheets. After the Acquisition the new management team requalified and uplisted the Company back onto the OTCQB on October 2, 2017. The following table sets forth the high and low bid prices of its Common Stock, as reported by the OTCQB for the last two fiscal years and subsequent quarterly periods. The quotations set forth below reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

 

	2018 Fiscal Year
	High	Low
April 1, 2018 - June 22, 2018	$0.034	$0.011
January 1, 2018 - March 31, 2018	$0.070	$0.027
October 1, 2017 - December 31, 2017	$0.089	$0.051
July 1, 2017 - September 30, 2017	$0.080	$0.023
April 1, 2017 - June 30, 2017	$0.038	$0.004

 

 

 

 

The above shares were issued as a result of an arm’s-length negotiation directly with the recipient in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. No advertising or general solicitation was employed in offering the securities. No underwriter participated in the offer and sale of these securities, and no commission was paid or given directly or indirectly in connection therewith.

 

ITEM 6.  SELECTED FINANCIAL DATA

 

As the Company is a Smaller Reporting Company (as defined by Rule 229.10(f)(1)), the Company is not required to provide the information under this item.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

Plan of Operations

 

With the re-brand of Wealth Generators successfully completed to Kuvera, we will shift focus to the following strategic activities:

 

 

 

 

 

 

 

 

 

 

Below we have described revenues and significant operating expenses for comparable periods:

 

Revenues

 

Revenue, net, increased $5,044,485, or 39%, from $12,872,947 for the year ended March 31, 2017 to $17,917,432 for the year ended March 31, 2018. The majority of the increase ($4,017,853) can be explained by our introduction of cryptocurrency mining services as a new product. The remainder of the increase was due to a decrease in chargebacks and refunds from the prior year. Our gross billings increased by 62%, or $9,066,248, to $23,644,412 in the year ended March 31, 2018 versus $14,578,164 in the year ended March 31, 2017; however, this was offset by refunds, incentives, credits, chargebacks, and amounts paid to suppliers.

 

Operating Costs

 

Operating costs increased $13,782,979, or 93%, from $14,810,607 for the year ended March 31, 2017 to $28,593,586 for the year ended March 31, 2018. This was due to an increase in our cost of sales and service of $5,850,248, an increase in commissions of $4,859,271, an increase in professional fees of $1,655,523, and an increase in general and administrative costs of $1,111,464. The increases could mostly be explained by our issuance of 174,375,333 million shares being issued in exchange for entering into a license agreement, a cloud mining agreement, and several consulting agreements, resulting in $6,846,059 worth of expense being recorded during the year ended March 31, 2018. Additionally, there were increases in commissions due to increasing revenues, the growth of the distribution network, and bonus programs in place that did not exist in the prior year. Lastly, there were increases due to larger amounts paid for increasing marketing and development efforts, as well as increases in accounting, audit, and legal fees associated with our reverse acquisition that was effective April 1, 2017, our public company filing requirements, and our agreements entered into during the period.

 

Other Income (Expense)

 

Other income (expense) went from $(485,504) for the year ended March 31, 2017 to $(4,212,273) for the year ended March 31, 2018. The increase is due to the loss on debt extinguishment and the loss on spin-off of operations during the year ended March 31, 2018, as compared to no such expense in the prior period. Additionally, during the year ended March 31, 2018, we issued 239,575,884 shares of our common stock in settlement of debt, wherein accrued liabilities, principal, accrued interest, and derivative liabilities were extinguished in the amounts of $430,892, $2,348,606, $20,696, and $38,557, respectively, and we recognized a loss on the settlement of debt in the amount of $3,186,394 in the statement of operations.

 

 

Additionally, on June 6, 2017, under an Acquisition Agreement with Market Trend Strategies, we spun-off the operations that existed prior to the merger with Wealth Generators, LLC and sold the intangible assets used in those pre-merger operations in exchange for Market Trend assuming $419,139 in liabilities that had been on the books pre-merger. Accordingly, we recorded a gain on the settlement of debt of $419,139 for the liabilities assumed by Market Trend and wrote off goodwill of $1,118,609 as a loss on spin-off of operations.

 

Liquidity and Capital Resources

 

During the year ended March 31, 2018, we incurred a loss of $14,913,016. However, only $1,045,665 was cash related. This negative cash flow was funded by borrowing $498,380 from related parties, proceeds of $1,675,000 from new lending arrangements, and proceeds of $3,121,776 from the sale of common stock, offset by repayments of $1,316,500 to related parties and $1,424,578 on debt. As a result, our cash and cash equivalents increased by $1,498,070 to $1,490,686 as compared to $1,616 at the beginning of the fiscal year.

 

As of March 31, 2018, our current liabilities exceeded our current assets equal to a working capital deficit of $3,919,260. A year ago, at March 31, 2017, the working capital deficit was $4,247,684. Most significantly, our debt was reduced through conversions into common stock, stock issued for liabilities and for services, and debt paid off during the year ended March 31, 2018.

 

The above matters, among others, raise substantial doubt about our ability to continue as a going concern. During the year ended March 31, 2018, we raised $498,380 in cash proceeds from related parties, $1,675,000 in cash proceeds from new lending arrangements, and $3,121,776 from the sale of common stock. Additionally, during the year ended March 31, 2018, we exchanged $2,322,606 worth of debt into shares of common stock. Going forward we plan to reduce obligations with cash flow provided by operations and pursue additional debt and equity financing; however, we cannot assure that funds will be available on terms acceptable to us, or if available, will be sufficient to enable us to fully complete our development activities or sustain operations. Nevertheless, the shortage of working capital adversely affects our ability to develop or participate in activities that promote our business, because a substantial portion of cash flow goes to reduce debt rather than to advance operating activities. To address this, we have implemented a series of adjustments to its affiliate/distributor bonus plan. These adjustments are designed to bring the maximum payout percentage in line with company objectives. During the period, the bonus plan exceeded maximum payout on three occasions and consistently paid out near the maximum percentage. We believe the adjustments initiated will reduce the payout slowly over a three-month period with payout percentages closer to 60%.

 

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

 

The Company’s policy is to prepare its 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, Razor Data Corp., and SAFE Management, LLC. We have determined that one affiliated entity, Kuvera LATAM S.A.S., which we conduct business with, is a variable interest entity and we are the primary beneficiary of the entities activities. As a result, we have consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements. 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.

 

 

Revenue Recognition

 

We recognize revenue in accordance with FASB ASC Subtopic 605-10, Revenue Recognition, which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.

 

The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize revenue for subscription sales over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a 10-day trial period to subscription customers, during which a full refund can be requested if a customer does not like the product. Revenues are deferred during the trial period as collectability cannot be reasonably assured until that time has passed. Revenues are presented net of sales incentives, credits, known and estimated refunds, and known and estimated credit card chargebacks.

 

We generate revenue from the sale of cryptocurrency mining services to our customers through our arrangement with a third-party supplier. We report net revenue retained at the time of purchase which represents our fees earned as an agent.

 

Revenue generated for the years ended March 31, 2018 and 2017, is as follows:

 

	March 31, 2018			March 31, 2017
	Subscription Revenue	Cryptocurrency Mining Revenue	Total	Subscription Revenue	Cryptocurrency Mining Revenue	Total
Gross billings	$14,758,614	$8,885,798	$23,644,412	$14,578,164	$-	$14,578,164
Refunds, incentives, credits, and chargebacks	(859,035)	-	(859,035)	(1,705,217)	-	(1,705,217)
Amounts paid to supplier	-	(4,867,945)	(4,867,945)	-	-	-
Net revenue	$13,899,579	$4,017,853	$17,917,432	$12,872,947	$-	$12,872,947

 

Recent Accounting Pronouncements

 

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC Topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. Early application is not permitted. Management is in the process of assessing the impact of ASU 2014-09 on the Company’s financial statements.

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

 

Trends, Risks and Uncertainties

 

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our Common Stock.

 

Cautionary Factors That May Affect Future Results

 

We have sought to identify what we believe are significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise.

 

Potential Fluctuations in Annual Operating Results

 

Our annual operating results may fluctuate significantly in the future as a result of a variety of factors, most of which are outside our control, including: the demand for our products and services; seasonal trends in purchasing, the amount and timing of capital expenditures and other costs relating to the commercial and consumer financing; price competition or pricing changes in the market; technical difficulties or system downtime; general economic conditions and economic conditions specific to the consumer financing sector.

 

 

Our annual results may also be significantly impacted by the accounting treatment of acquisitions, financing transactions or other matters. Particularly at our early stage of development, such accounting treatment can have a material impact on the results for any quarter. Due to the foregoing factors, among others, it is likely that our operating results may fall below our expectations or those of investors in some future quarter.

 

Management of Growth

 

We may experience growth, which will place a strain on our managerial, operational and financial systems resources. To accommodate our current size and manage growth if it occurs, we must devote management attention and resources to improve our financial strength and our operational systems. Further, we will need to expand, train and manage our sales and distribution base. There is no guarantee that we will be able to effectively manage our existing operations or the growth of our operations, or that our facilities, systems, procedures or controls will be adequate to support any future growth. Our ability to manage our operations and any future growth will have a material effect on our stockholders.

 

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board 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 OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. 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.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

 

ITEM 8. FINANCIAL STATEMENTS

 

The financial statements begin on Page F-1.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None. 

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer and acting chief financial officer as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of March 31, 2018.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

 

 

With the participation of our Chief Executive Officer and Acting Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2018 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2018 based on the COSO framework criteria. Management has identified the following material weaknesses in internal control over financial reporting: 1) The Company lacks controls to ensure they are adequately capturing their liabilities at each reporting date. 2) The Company does not have the appropriate processes or controls in place to efficiently or timely match transactions within their accounting system to their back-end operating system. 3) The Company lacks the processes and controls necessary to timely reconcile their accounts and to adequately analyze complex disclosure and presentation issues. Management of the Company believes that these material weaknesses have been due to the small size of the Company’s accounting staff and reliance on outside consultants for external reporting.  

 

In light of the above-mentioned material weaknesses, we performed additional analyses and procedures in order to conclude that our consolidated financial statements for the year ended March 31, 2018 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.

 

Limitations on Effectiveness of Controls and Procedures

 

Our management, including our Chief Executive Officer and Acting Chief Financial Officer (principal financial officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Changes in Internal Controls

 

During the fiscal quarter ended March 31, 2018, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Directors and Executive Officers

 

The following table sets forth certain information with respect to our directors and executive officers during the 2018 Fiscal Year.

 

Name		Age		Position
Ryan Smith		52		Chief Executive Officer and Director
Annette Raynor		54		Chief Operating Officer and Director
Chad Miller		53		Director
William Kosoff *		76		Acting Chief Financial Officer and Former Director
Dr. Joseph J. Louro*		62		Former Chief Executive Officer and Former Chairman of the Board

 

* Resigned as an executive officer and/or director.

 

Background of Executive Officers and Directors

 

Ryan Smith. Mr. Smith has served as director and Chief Executive officer since March 31, 2017. Since 2013, Mr. Smith has served as the Chief Executive Officer of Kuvera, LLC, formerly Wealth Generators, LLC. Mr. Smith received his BS from The University of Utah in 2003.

 

Annette Raynor. Ms. Raynor has served as the Company’s Chief Operating Officer since March 31, 2017 and as a director since June 6, 2017.  Since 2013, Ms. Raynor has served as the Chief Operating Officer of Kuvera, LLC, formerly Wealth Generators, LLC, the Company’s wholly owned subsidiary. Ms. Raynor holds her Series 65 Registered Investment Advisor license and is a licensed realtor in the State of New Jersey.

 

Chad Miller.  Mr. Miller was appointed as a director on June 6, 2017. Mr. Miller co-founded Kuvera, LLC, formerly Wealth Generators, LLC in 2013. Prior to 2013, Mr. Miller held his Series 63 – Uniform Securities License, Series 7 General Securities License and Series 24 General Securities Principal License and was employed by various brokerage firms from 1999 through 2010.

 

William C. Kosoff – Chief Financial Officer and Director. From September 2006 Mr. Kosoff has been a Director of the Company, and served in various positions including Chief Financial Officer, Secretary, and Treasurer during the past seven years. He had a break in service as an officer and employee from December 2012 to April 2013 when he returned and currently serves again as Acting Chief Financial Officer. He was in the high technology industry for 45 years serving in Engineering, Marketing, Sales, and Senior Management positions with Rockwell International from 1960 to 1984. In 1984, he co-founded Telenetics Corp as President and Chief Executive Officer. In 1987 Telenetics became public through an IPO on NASDAQ and was acquired in 2006 by a private firm. Mr. Kosoff received his Bachelor of Arts in Physics from California State University in 1978 and earned a Professional Certificate in Accounting from New York University in 2010.

 

Our directors are elected for a term of one year and/or until their successors qualified, nominated, and elected.

 

Role of the Board

 

It is the paramount duty of the Board to oversee the Company’s Chief Executive Officer (the “CEO”) and other senior 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 the Company is committed to business success through maintenance of ambitious standards of responsibility and ethics.

 

The Board met formally a total of two times during fiscal 2018.

 

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

 

The Company currently does not have a designated Audit Committee, and accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

 

Compensation Committee

 

The Company currently does not have a designated Compensation Committee, and accordingly, the Company's Board of Directors' will approve all compensation matters until such committee is established and approved.

 

Code of Ethics

 

The Company has a code of ethics that applies to all of the Company’s employees, including its principal executive officer, principal financial officer and principal accounting officer, and the Board. A copy of this code is available in the Employee Handbook. The Company intends to disclose any changes in or waivers from its code of ethics by posting such information on its website or by filing a Form 8-K.

 

Section 16(a) Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, requires our directors, executive officers and persons who own more than 10% of our common stock to file with the SEC 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, 2018, our officers, directors and 10% stockholders made the required filings pursuant to Section 16(a).

 

ITEM 11. EXECUTIVE COMPENSATION

 

Directors’ Compensation

 

There was no Compensation for the three Directors during the year ending March 31, 2018. 

 

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 and/or during the fiscal year ended March 31, 2018 or who earned compensation exceeding $100,000 during fiscal year 2018 (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
		($)	($)	($)	($)	($)	($)	($)
Dr. Joseph J. Louro	2017	150,000 [1]	-	-	-		-	150,000
Former CEO and	2018	- [1]	-	-	-		-	-
Chairman
William C. Kosoff	2017	95,704 [2]	-	-	-	27,500	-	127,250
Acting CFO	2018	52,000 [2]	-	-	-	-	-	52,000
Ryan Smith	2017	80,000 [3]	-	-	-	115,000	-	195,000
CEO & Founder	2018	217,500 [3]	-	-	-	-	111,935 [3]	329,435
Annette Raynor	2017	80,000 [4]	-	-	-	115,000	-	195,000
COO & Founder	2018	207,500 [4]	-	-	-	-	103,935 [4]	311,435
Chad Miller	2017	40,000 [5]	-	-	-	155,000	-	195,000
Director & Founder	2018	217,500 [5]	-	-	-	-	106,935 [5]	324,435
Mario Romano	2017	80,000 [6]	-	-	-	115,000	-	195,000
Director of Finance & Founder	2018	207,500 [6]	-	-	-	-	103,935 [6]	311,435

 

 

 

 

 

 

 

 

Outstanding Equity Awards at Fiscal Year-End Table

 

Option Awards							Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#)Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
		NONE

 

Employment Agreements and Revenue Share Agreements

 

The four Founders, 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 renew for three successive five-year terms unless terminated prior to the 90th day following the expiration of the applicable term. The Founders shall be paid 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 Employer's 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 shall be entitled to receive health fringe benefits that are generally available to the Company’s employees.

 

The FOUNDER’S REVENUE AGREEMENTS (the “Agreements”) were entered into on October, 11 2017, by and among INVESTVIEW INC. a Nevada corporation (the “Company”), and Chad Miller, Annette Raynor, Mario Romano, and Ryan Smith (each a “Founder,” and together the “Founders”).

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 shall have the right to receive three-quarters of one percent (0.75%) of the Company’s top-line revenue, which shall be calculated and paid on a monthly basis. This right shall be permanent and irrevocable, is not connected in any manner to the Founder’s employment with the Company and shall be treated as a portion of the Founder’s estate if it has not been assigned by the Founder prior to the Founder’s death.

 

William Kosoff

 

As of April 3, 2017, upon the reverse acquisition of Wealth Generators LLC, Mr. Kosoff was appointed as the Acting Chief Financial Officer and resumed payroll as an employee at a mutually agreed reduced rate. In the event the employee resigns without good reason with 90 days written notice or is terminated for cause (willful misconduct) with 30 days written notice, the employee is entitled to all accrued and unpaid compensation as of the date of such termination and expense reimbursement.

 

Dr. Joseph Louro

 

On April 6, 2017, Dr. Joseph Louro voluntarily resigned as Chairman and CEO and as a result the employment agreement with Dr. Louro has been terminated.

 

 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table provides information as to shares of common stock beneficially owned as of May 31, 2018 by:

 

 

 

 

 

Name of Beneficial Owner [1]	Common Stock Beneficially Owned	Percentage of Common Stock [2]
Chad Miller, Chairman [1], [3]	631,874,710	29.12%
Ryan Smith, CEO and Director [1], [3]	631,874,710	29.12%
Annette Raynor, COO and Director [1], [4]	215,356,942	9.93%
Mario Romano, Co-Founder and Treasurer	215,356,942	9.93%
William C. Kosoff, Acting CFO [1]	3,970,680	<1%
CR Capital Holdings LLC [3]	631,874,710	29.12%
Wealth Engineering LLC [4]	110,356,942	5.09%
Wealth Colony LLC [5]	101,900,708	4.69%
All Officers and Directors as a group (4 Persons)	851,211,332	39.23%

 

No Director, executive officer, affiliate or any owner of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adverse to the Company or has a material interest adverse to the Company.

 

 

Securities authorized for issuance under equity compensation plans

 

The following table provides certain information as of March 31, 2018 with respect to all compensation plans under which shares of our common stock are authorized for issuance.

 

(a)	(b)	(c)	(d)
	Number of securities to be issued upon exercise of outstanding options, warrants and rights andvesting of restricted stock awards (#)	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 (b)) (#)
All equity compensation plans approved by security holders	NONE
Equity compensation plans not approved by security holders	NONE	—	—

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Our related party payables consisted of the following:

 

	Year Ended March 31,
	2018	2017
Short term advances [1]	$1,880	$100,000
Revenue-based funding agreement entered into on 11/8/15 [2]	-	180,000
Short-term promissory note entered into on 9/13/16 [3]	-	150,000
Promissory note entered into on 11/15/16 [4]	-	895
Promissory note entered into on 3/15/17 [5]	-	375,000
	$1,880	$805,895

 

 

 

 

 

 

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The following is a summary of the fees billed to the Company for professional services rendered for the fiscal years ended March 31, 2018 and 2017.

 

	March 31,  2018	March 31,  2017
Audit Fees	$153,000	$57,500
Audit Related Fees	7,800	-
Tax Fees	3,000	-
All Other Fees	-	-
Total	$163,800	$57,500

 

AUDIT FEES. Consists of fees billed for professional services rendered for the audit of Investview, Inc.'s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services in connection with statutory and regulatory filings or engagements.

 

AUDIT-RELATED FEES. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Investview, Inc.’s consolidated financial statements and are not reported under "Audit Fees."

 

TAX FEES. Consists of fees billed for professional services for tax compliance, tax advice and tax planning.

 

ALL OTHER FEES. Consists of fees for products and services other than the services reported above. There were no management consulting services provided in fiscal 2016 or 2017.

 

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

 

The Company currently does not have a designated Audit Committee, and accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any 8 pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

 

 

Item 15. Exhibits

 

Exhibit Number*		Title of Document		Location
Item 2		Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
2.01		Contribution Agreement between Investview, Inc., Wealth Generators, LLC, and the members of Wealth Generators, LLC dated March 31, 2017		Incorporated by reference to the Current Report on Form 8-K filed April 6, 2017
Item 3		Articles of Incorporation and Bylaws
3.01		Articles of Incorporation		Incorporated by reference to the Form 10SB12G filed August 12, 1999
3.02		Articles of Amendments to the Articles of Incorporation		Incorporated by reference to the Form 10SB12G filed August 12, 1999
3.03		Bylaws		Incorporated by reference to the Form 10SB12G filed August 12, 1999
3.04		Amendment to Articles of Incorporation or by-laws		Incorporated by reference to the Current Report on Form 8-K filed February 15, 2007
3.05		Certificate of Change filed pursuant to NRS 78.209		Incorporated by reference to the Current Report on Form 8-K filed April 6, 2012
3.06		Articles of Merger filed pursuant to NRS 92.A.200		Incorporated by reference to the Current Report on Form 8-K filed April 6, 2012
3.07		Certificate of Amendment to Articles of Incorporation		Incorporated by reference to the Definitive Information Statement filed December 20, 2017
Item 4		Instruments Defining the Rights of Security Holders, including indentures
4.01		Common Stock Specimen		Incorporated by reference to the Registration Statement on Form S-1 filed January 12, 2018.
4.02		Form of Common Stock Purchase Warrant issued to Allied Global Ventures LLC		Incorporated by reference to the Current Report on Form 8-K filed October 8, 2013
4.03		Form of Common Stock Purchase Warrant		Incorporated by reference to the Current Report on Form 8-K filed June 11, 2014
4.04		Form of Common Stock Purchase Warrant – September 30, 2014		Incorporated by reference to the Current Report on Form 8-K filed October 7, 2014
Item 10		Material Contracts
10.01		Employment Agreement between InvestView, Inc. and William Kosoff, entered February 7, 2007**		Incorporated by reference to the Current Report on Form 8-K filed February 12, 2007
10.02		2014 Incentive Stock Plan**		Incorporated by reference to the Registration Statement on Form S-8 filed December14, 2014
10.15		Stipulation of Settlement entered with Evenflow Funding, LLC		Incorporated by reference to the Form 8-K Current Report filed on October 16, 2014
10.22		Form of Conversion Agreement dated June 6, 2017		Incorporated by reference to the Current Report on Form 8-K filed June 12, 2017
10.23		Agreement entered into with CTB Rise International Inc. dated June 7, 2017		Incorporated by reference to the Current Report on Form 8-K filed June 12, 2017
10.24		Founder Employment Agreement between InvestView, Inc. and Ryan Smith, entered October 10, 2017**		Incorporated by reference to the Current Report on Form 8-K filed October 13, 2017
10.25		Founder Employment Agreement between InvestView, Inc. and Annette Raynor, entered October 10, 2017**		Incorporated by reference to the Current Report on Form 8-K filed October 13, 2017
10.26		Founder Employment Agreement between InvestView, Inc. and Chad Miller, entered October 10, 2017**		Incorporated by reference to the Current Report on Form 8-K filed October 13, 2017
10.27		Founder Employment Agreement between InvestView, Inc. and Mario Romano, entered October 10, 2017**		Incorporated by reference to the Current Report on Form 8-K filed October 13, 2017
10.28		Founder Revenue Agreement among InvestView, Inc. and Chad Miller, Annette Raynor, Mario Romano, and Ryan Smith**		Incorporated by reference to the Current Report on Form 8-K filed October 13, 2017
10.29		Contribution and Exchange Agreement between InvestView, Inc. and HODO-mania, Inc., entered October 20, 2017		Incorporated by reference to the Current Report on Form 8-K filed October 27, 2017
10.30		Product Contribution Agreement between InvestView, Inc. and Priam Technologies, Inc., entered November 13, 2017		Incorporated by reference to the Current Report on Form 8-K filed November 15, 2017
10.31		Exclusive License Agreement between InvestView, Inc. and Binnacle Research Marketing, Inc., entered November 13, 2017		Incorporated by reference to the Current Report on Form 8-K filed November 15, 2017
10.32		Product Contribution Agreement between InvestView, Inc. and WestMyn Technology Services, Inc., entered November 13, 2017		Incorporated by reference to the Current Report on Form 8-K filed November 15, 2017

10.33		Securities Purchase Agreement between InvestView, Inc. and D-Beta One EQ, Ltd., entered December 6, 2017		Incorporated by reference to the Current Report on Form 8-K filed December 13, 2017
10.34		Registration Rights Agreement between InvestView, Inc. and D-Beta One EQ, Ltd., entered December 6, 2017		Incorporated by reference to the Current Report on Form 8-K filed December 13, 2017
10.35		Standby Equity Distribution Agreement between InvestView, Inc. and YAII PN, Ltd., entered December 6, 2017		Incorporated by reference to the Current Report on Form 8-K filed December 13, 2017
Item 21		Subsidiaries of the Registrant
21.01		Schedule of Subsidiaries		Incorporated by reference to the Registration Statement on Form S-1 filed January 12, 2018.
21.02		Name change of subsidiary Wealth Generators LLC to Kuvera LLC		Incorporated by reference to the Current Report on Form 8-K filed March 1, 2018.
Item 23		Consents of Experts and Counsel
23.01		Consent of Independent Public Accounting Firm		This filing. (Included on page F-2)
Item 31
31.1		Rule 13a-14a Certification of Principal Executive Officer		This filing.
31.2		Rule 13a-14a Certification of Principal Financial Officer		This filing.
32.1		Section 1350 Certification of the Principal Executive Officer		This filing.
32.2		Section 1350 Certification of the Principal Financial Officer		This filing.
Item 99		Miscellaneous
99.01		Audited Financial Statements of Wealth Generators, LLC for the years ended March 31, 2017 and 2016		Incorporated by reference to the Current Report on Form 8-K/A filed June 30, 2017
Item 101		Interactive Data Files***
101.INS		XBRL Instance Document		This Filing
101.SCH		XBRL Taxonomy Extension Schema		This Filing
101.CAL		XBRL Taxonomy Extension Calculation Linkbase		This Filing
101.DEF		XBRL Taxonomy Extension Definition Linkbase		This Filing
101.LAB		XBRL Taxonomy Extension Label Linkbase		This Filing
101.PRE		XBRL Taxonomy Extension Presentation Linkbase		This Filing

_______________________

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Investview Inc.
Dated: June 29, 2018	By:	/s/ Ryan Smith
		Ryan Smith
		Chief Executive Officer
		(Principal Executive Officer)
Dated: June 29, 2018	By:	/s/ William C. Kosoff
		William C. Kosoff
		Acting Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

SIGNATURE		TITLE		DATE
/s/ Ryan Smith		Chief Executive Officer and Director		June 29, 2018
Ryan Smith		(Principal Executive Officer)
/s/ Chad Miller		Director		June 29, 2018
Chad Miller
/s/ Annette Raynor		Chief Operating Officer and Director		June 29, 2018
Annette Raynor

 

 

MARCH 31, 2018 AND 2017

 

FORMING A PART OF ANNUAL REPORT

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

 

INVESTVIEW, INC.

 

Index to Consolidated Financial Statements

 

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of March 31, 2018 and 2017		F-3
Consolidated Statements of Operations for the years ended March 31, 2018 and 2017		F-4
Consolidated Statements of Stockholders’ Deficit for the years ended March 31, 2018 and 2017		F-5
Consolidated Statements of Cash Flows for the years ended March 31, 2018 and 2017		F-6
Notes to Consolidated Financial Statements		F-7

 

 

 

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 balance sheets of Investview, Inc. (the Company) as of March 31, 2018 and 2017, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended March 31, 2018, 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, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

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.

 

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.

 

/s/ Haynie & Company

 

Haynie & Company

Salt Lake City, Utah

June 29, 2018

 

We have served as the Company’s auditor since 2017.

 

 

INVESTVIEW, INC.

CONSOLIDATED BALANCE SHEETS

 

	March 31,	March 31,
	2018	2017
ASSETS
Current assets:
Cash and cash equivalents	$1,490,686	$1,616
Prepaid assets	3,555	-
Receivables	472,557	444,610
Short term advances	10,000	10,000
Short term advances - related party	36,510	-
Other current assets	480,370	-
Total current assets	2,493,678	456,226
Fixed assets, net	18,860	10,235
Other assets:
Long term license agreement, net	2,133,620	-
Deposits	4,500	6,000
Total other assets	2,138,120	6,000
Total assets	$4,650,658	$472,461
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$5,352,073	$1,370,972
Deferred revenue	863,740	433,298
Related party payables	1,880	805,895
Debt, current portion	195,245	2,093,745
Total current liabilities	6,412,938	4,703,910
Total liabilities	6,412,938	4,703,910
Commitments and contingencies	-	-
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value: $0.001; 10,000,000 shares authorized, none issued and outstanding as of March 31, 2018 and 2017	-	-
Common stock, par value $0.001; 10,000,000,000 shares authorized; 2,169,661,318 and 125,889,455 issued and 2,169,661,318 and 125,888,155 outstanding as of March 31, 2018 and 2017, respectively	2,169,661	125,890
Additional paid in capital	16,137,945	805,637
Treasury stock, 0 and 1,300 shares outstanding as of March 31, 2018 and 2017, respectively	-	(8,589)
Accumulated other comprehensive income	(2,483)	-
Accumulated deficit	(20,067,403)	(5,154,387)
Total stockholders' equity (deficit)	(1,762,280)	(4,231,449)
Total liabilities and stockholders' equity (deficit)	$4,650,658	$472,461

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

INVESTVIEW, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

	Year Ended March 31,
	2018	2017
Revenue:
Subscription revenue, net of refunds, incentives, credits, and chargebacks	$13,899,579	$12,872,947
Cryptocurrency mining service revenue, net of amounts paid to supplier	4,017,853	-
Total revenue, net	17,917,432	12,872,947
Operating costs and expenses:
Cost of sales and service	6,713,097	862,849
Commissions	14,271,926	9,412,655
Selling and marketing	454,225	500,032
Salary and related	2,270,479	1,918,199
Professional fees	2,572,831	917,308
General and administrative	2,311,028	1,199,564
Total operating costs and expenses	28,593,586	14,810,607
Net loss from operations	(10,676,154)	(1,937,660)
Other income (expense):
Loss on debt extinguishment	(2,767,422)	-
Loss on spin-off of operations	(1,118,609)	-
Realized loss on cryptocurrency	(10,939)	-
Unrealized loss on cryptocurrency	(135,729)	-
Interest expense - related parties	(104,105)	(274,057)
Interest expense	(74,976)	(205,327)
Other income (expense)	(493)	(6,120)
Total other income (expense)	(4,212,273)	(485,504)
Loss before income taxes	(14,888,427)	(2,423,164)
Income tax expense	(24,589)	(4,039)
Net Loss	$(14,913,016)	$(2,427,203)
Loss per common share, basic and diluted	$(0.01)	$(0.07)
Weighted average number of common shares outstanding, basic and diluted	1,911,786,477	32,921,458

 

The accompanying notes are an integral part of these consolidated financial statements

 

 

INVESTVIEW, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

 

				Common			Accumulated
			Additional	Stock			Other
	Common stock		Paid in	Subscription	Treasury	Accumulated	Comprehensive
	Shares	Amount	Capital	Receivable	Stock	Deficit	Income	Total
Balance, March 31, 2016	14,966,911	$14,967	$(686,028)	$(250,000)	$(8,589)	$(2,727,184)	$-	$(3,656,834)
Common stock issued for cash	10,670,840	10,671	146,829	-	-	-	-	157,500
Common stock issued for services	6,072,200	6,072	25,703	-	-	-	-	31,775
Common stock issued in payment of compensation	21,069,580	21,070	962,666	-	-	-	-	983,736
Common stock issued for director fees	400,000	400	25,400	-	-	-	-	25,800
Common stock issued in settlement of debt	72,709,924	72,710	303,289	-	-	-	-	375,999
Reclass derivative liability to equity upon convertible note payoff	-	-	277,778	-	-	-	-	277,778
Contributed capital	-	-	(250,000)	250,000	-	-	-	-
Net loss	-	-	-	-	-	(2,427,203)	-	(2,427,203)
Balance, March 31, 2017	125,889,455	125,890	805,637	-	(8,589)	(5,154,387)	-	(4,231,449)
Common stock issued for cash	267,127,500	267,128	2,854,648	-	-	-	-	3,121,776
Common stock issued for license agreement	80,000,000	80,000	2,176,000	-	-	-	-	2,256,000
Common stock issued for services	94,375,333	94,375	6,632,860	-	-	-	-	6,727,235
Common stock issued in settlement of debt	239,575,884	239,576	5,377,558	-	-	-	-	5,617,134
Wealth Generators reverse acquisition	1,358,670,942	1,358,670	(804,759)	-	-	-	-	553,911
Offering costs	4,273,504	4,273	(269,273)	-	-	-	-	(265,000)
Cancellation of stock	(250,000)	(250)	250	-	-	-	-	-
Cancellation of treasury stock	(1,300)	(1)	(8,588)	-	8,589	-	-	-
Price protection guarantee	-	-	(626,388)	-	-	-	-	(626,388)
Foreign currency translation adjustment	-	-	-	-	-	-	(2,483)	(2,483)
Net loss	-	-	-	-	-	(14,913,016)	-	(14,913,016)
Balance, March 31, 2018	2,169,661,318	$2,169,661	$16,137,945	$-	$-	$(20,067,403)	$(2,483)	$(1,762,280)