Investview, Inc. - Quarter Report: 2021 June (Form 10-Q)

U.S. Securities and Exchange Commission

Washington, DC 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED

June 30, 2021

☐ 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.)

234 Industrial Way West, Ste A202

Eatontown, New Jersey 07724

(Address of principal executive offices)

Issuer’s telephone number: 732-889-4300

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

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

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 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

☒

☐

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

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
	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 in Rule 12b-2 of the Act).

Yes

☐

☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 12, 2021, there were 2,994,045,669 shares of common stock, $0.001 par value, outstanding.

INVESTVIEW, INC.

Form 10-Q for the Three Months Ended June 30, 2021

Table of Contents

PART I – FINANCIAL INFORMATION	3
ITEM 1 – FINANCIAL STATEMENTS	3
Condensed Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and March 31, 2021	3
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the Three Months Ended June 30, 2021 and 2020 (Unaudited)	4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 and 2020 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2021 and 2020 (Unaudited)	6
Notes to Condensed Consolidated Financial Statements as of June 30, 2021 (Unaudited)	7
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23
ITEM 4 – CONTROLS AND PROCEDURES	23
PART II – OTHER INFORMATION	23
ITEM 1 – LEGAL PROCEEDINGS	2
ITEM 1.A – RISK FACTORS	23
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES	24
ITEM 4 – MINE SAFETY DISCLOSURES	24
ITEM 5 – OTHER INFORMATION	24
ITEM 6 – EXHIBITS	24
SIGNATURE PAGE	25

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

INVESTVIEW, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30			March 31,
	2021			2021
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	13,622,302		$	5,389,654
Restricted cash, current		819,338			498,020
Prepaid assets		135,613			87,573
Receivables		2,062,140			1,672,310
Other current assets		5,826,252			4,679,256
Total current assets		22,465,645			12,326,813

Fixed assets, net		5,228,324			5,860,790

Other assets:
Restricted cash, long term		1,211,954			774,153
Other restricted assets, long term		1,113,523			95,222
Operating lease right-of-use asset		207,444			54,125
Deposits		458,128			441,528
Total other assets		2,991,049			1,365,028

Total assets	$	30,685,018		$	19,552,631

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	2,602,241		$	2,719,028
Payroll liabilities		105,559			106,925
Customer advance		430,097			2,067,313
Deferred revenue		2,235,980			1,561,188
Derivative liability		187,783			307,067
Dividend liability		219,290			134,945
Operating lease liability, current		147,600			48,000
Related party payables, net of discounts, current		1,150,643			233,296
Debt, net of discounts, current		3,027,013			3,143,513
Total current liabilities		10,106,206			10,321,275

Operating lease liability, long term		79,503			11,460
Related party payables, net of discounts, long term		317,468			233,258
Debt, net of discounts, long term		11,962,273			12,684,421
Total long term liabilities		12,359,244			12,929,139

Total liabilities		22,465,450			23,250,414

Commitments and contingencies		-			-

Stockholders’ equity (deficit):
Preferred stock, par value: $0.001; 50,000,000 shares authorized, 252,192 and 153,317 issued and outstanding as of June 30, 2021 and March 31, 2021, respectively		252			153
Common stock, par value $0.001; 10,000,000,000 shares authorized; 2,994,045,669 and 2,982,481,329 shares issued and outstanding as of June 30, 2021 and March 31, 2021, respectively		2,994,045			2,982,481
Additional paid in capital		42,715,584			39,376,911
Accumulated other comprehensive income (loss)		(19,865	)		(19,057	)
Accumulated deficit		(37,470,448	)		(46,038,271	)
Total stockholders’ equity (deficit)		8,219,568			(3,697,783	)

Total liabilities and stockholders’ equity (deficit)	$	30,685,018		$	19,552,631

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

INVESTVIEW, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND OTHER COMPREHENSIVE INCOME (LOSS)

(Unaudited)


	Three Months Ended June 30,
	2021			2020

Revenue:
Subscription revenue, net of refunds, incentives, credits, and chargebacks	$	10,849,697		$	4,243,257
Mining revenue		8,371,562			1,342,546
Cryptocurrency revenue		6,405,306			-
Fee revenue		-			4,013
Total revenue, net		25,626,565			5,589,816

Operating costs and expenses:
Cost of sales and service		2,186,152			912,324
Commissions		8,782,421			3,373,831
Selling and marketing		39,849			217,584
Salary and related		1,372,325			1,220,835
Professional fees		661,884			427,248
General and administrative		2,046,484			2,444,792
Total operating costs and expenses		15,089,115			8,596,614

Net income (loss) from operations		10,537,450			(3,006,798	)

Other income (expense):
Gain (loss) on debt extinguishment		4,001			17,826
Gain (loss) on fair value of derivative liability		236,648			347,635
Realized gain (loss) on cryptocurrency		(1,282,970	)		91,486
Interest expense		(5,934	)		(2,247,098	)
Interest expense, related parties		(759,686	)		(178,915	)
Other income (expense)		46,338			63,062
Total other income (expense)		(1,761,603	)		(1,906,004	)

Income (loss) before income taxes		8,775,847			(4,912,802	)
Income tax expense		(3,189	)		(985	)

Net income (loss)		8,772,658			(4,913,787	)

Dividends on Preferred Stock		(204,835	)		-

Net income (loss) applicable to common shareholders	$	8,567,823		$	(4,913,787	)

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(808	)	$	636
Total other comprehensive income (loss)		(808	)		636
Comprehensive income (loss)	$	8,771,850		$	(4,913,151	)

Basic income (loss) per common share	$	0.00		$	(0.00	)
Diluted income (loss) per common share	$	0.00		$	(0.00	)

Basic weighted average number of common shares outstanding		2,987,735,892			3,234,791,316
Diluted weighted average number of common shares outstanding		3,538,193,781			3,234,791,316

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

INVESTVIEW, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THREE MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

	Shares		Amount		Shares			Amount			Capital			Income (Loss)			Deficit			Interest		Total
														Accumulated
											Additional			Other
	Preferred stock				Common stock						Paid in			Comprehensive			Accumulated			Noncontrolling
	Shares		Amount		Shares			Amount			Capital			Income (Loss)			Deficit			Interest		Total
Balance, March 31, 2020		-	$	-		3,214,490,408		$	3,214,490		$	28,929,516		$	(20,058	)	$	(46,382,174	)	$	-	$	(14,258,226	)
Preferred stock issued for cash
Preferred stock issued for cash, shares
Preferred stock issued for cryptocurrency
Preferred stock issued for cryptocurrency, shares
Common stock issued for services and compensation
Common stock issued for services and compensation, shares
Common stock issued for warrant exercise
Common stock issued for warrant exercise, shares
Derivative liability recorded for warrants issued with preferred stock
Derivative liability extinguished for warrants exercised
Dividends
Common stock issued for services		-		-		21,000,000			21,000			397,954			-			-			-		418,954
Share repurchase		-		-		(9,079	)		(9	)		(263	)		-			-			-		(272	)
Beneficial conversion feature		-		-		-			-			2,000,000			-			-			-		2,000,000
Foreign currency translation adjustment		-		-		-			-			-			636			-			-		636
Net income (loss)		-		-		-			-			-			-			(4,913,787	)		-		(4,913,787	)
Balance, June 30, 2020		-	$	-		3,235,481,329		$	3,235,481		$	31,327,207		$	(19,422	)	$	(51,295,961	)	$	-	$	(16,752,695	)

Balance, March 31, 2021		153,317	$	153		2,982,481,329		$	2,982,481		$	39,376,911		$	(19,057	)	$	(46,038,271	)	$	-	$	(3,697,783	)
Preferred stock issued for cash		97,669		98		-			-			2,441,627			-			-			-		2,441,725
Preferred stock issued for cryptocurrency		1,206		1		-			-			30,149			-			-			-		30,150
Common stock issued for services and compensation		-		-		11,500,000			11,500			977,891			-			-			-		989,391
Common stock issued for warrant exercise		-		-		64,340			64			6,370			-			-			-		6,434
Derivative liability recorded for warrants issued with preferred stock		-		-		-			-			(127,520	)		-			-			-		(127,520	)
Derivative liability extinguished for warrants exercised		-		-		-			-			10,156			-			-			-		10,156
Dividends		-		-		-			-			-			-			(204,835	)		-		(204,835	)
Foreign currency translation adjustment		-		-		-			-			-			(808	)		-			-		(808	)
Net income (loss)		-		-		-			-			-			-			8,772,658			-		8,772,658
Balance, June 30, 2021		252,192	$	252		2,994,045,669		$	2,994,045		$	42,715,584		$	(19,865	)	$	(37,470,448	)	$	-	$	8,219,568

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

INVESTVIEW INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2021			2020
	Three Months Ended June 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	8,772,658		$	(4,913,787	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		694,044			377,582
Amortization of debt discount		515,151			402,951
Amortization of intangible assets		-			43,169
Stock issued for services and compensation		989,391			418,954
Lease cost, net of repayment		14,324			501
(Gain) loss on debt extinguishment		(4,001	)		(17,826	)
(Gain) loss on fair value of derivative liability		(236,648	)		(347,635	)
Realized (gain) loss on cryptocurrency		1,282,970			(91,486	)
Changes in operating assets and liabilities:					-
Receivables		(389,830	)		(267,903	)
Prepaid assets		(48,040	)		(365,583	)
Other current assets		(3,983,141	)		24,797
Deposits		(16,600	)		595
Accounts payable and accrued liabilities		(114,152	)		(104,661	)
Customer advance		(1,637,216	)		2,063,236
Deferred revenue		674,792			221,550
Other liabilities		-			3,265,504
Accrued interest		5,934			46,830
Accrued interest, related parties		244,535			149,562
Net cash provided by (used in) operating activities		6,764,171			906,350

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for fixed assets		(61,578	)		(1,717,289	)
Net cash provided by (used in) investing activities		(61,578	)		(1,717,289	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party payables		700,000			4,339,135
Repayments for related party payables		(427,129	)		(2,489,209	)
Proceeds from debt		-			1,405,300
Repayments for debt		(348,941	)		(1,432,344	)
Payments for share repurchase		-			(272	)
Dividends paid		(82,107	)		-
Proceeds from the sale of preferred stock		2,441,725			-
Proceeds from the exercise of warrants		6,434			-
Net cash provided by (used in) financing activities		2,289,982			1,822,610

Effect of exchange rate translation on cash		(808	)		-

Net increase (decrease) in cash, cash equivalents, and restricted cash		8,991,767			1,011,671
Cash, cash equivalents, and restricted cash - beginning of period		6,661,827			137,177
Cash, cash equivalents, and restricted cash - end of period	$	15,653,594		$	1,148,848

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	225,129		$	-
Income taxes	$	3,189		$	985
Non-cash investing and financing activities:
Prepaid assets reclassified to fixed assets	$	-		$	2,252,568
Beneficial conversion feature	$	-		$	2,000,000
Derivative liability recorded for warrants issued	$	127,520		$	-
Derivative liability extinguished with warrant exercise	$	10,156		$	-
Preferred shares issued in exchange for cryptocurrency	$	30,150		$	-
Dividends declared	$	204,835		$	-
Dividends paid with cryptocurrency	$	38,383		$	-
Debt and related party debt extinguished in exchange for cryptocurrency	$	495,641		$	-
Related party debt extinguished in exchange for cryptocurrency	$	31,000		$	-
Initial right of use asset and lease liability	$	174,574		$	-

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

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Organization

Investview, Inc. (“we”, “our”, the “Company”) was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In January 2005 the Company changed domicile to Nevada, and changed its name to Voxpath Holding, Inc. In September of 2006 the Company merged The Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holdings, Inc. and then changed its name to TheRetirementSolution.Com, Inc. In October 2008 the Company changed its name to Global Investor Services, Inc., before changing its name to Investview, Inc., on March 27, 2012.

On March 31, 2017, we entered into a Contribution Agreement with the members of Wealth Generators, LLC, a limited liability company (“Wealth Generators”), pursuant to which the Wealth Generators members agreed to contribute 100% of the outstanding securities of Wealth Generators in exchange for an aggregate of 1,358,670,942 shares of our common stock. The closing of the Contribution Agreement was effective April 1, 2017, and Wealth Generators became our wholly owned subsidiary and the former members of Wealth Generators became our stockholders and control the majority of our outstanding common stock.

On June 6, 2017, we entered into an Acquisition Agreement with Market Trend Strategies, LLC, a company whose members are also former members of our management. Under the Acquisition Agreement, we spun-off our operations that existed prior to the merger with Wealth Generators and sold the intangible assets used in those pre-merger operations in exchange for Market Trend Strategies’ assumption of $419,139 in pre-merger liabilities.

On February 28, 2018, we filed a name change for Wealth Generators, LLC to Kuvera, LLC (“Kuvera”) and on May 7, 2018 we established WealthGen Global, LLC as a Utah limited liability company and a wholly owned subsidiary of Investview, Inc.

On July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock.

On November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European Union.

On December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities Trading Advisor, Commodity Pool Operator, and approved for over-the-counter FOREX advisory services.

On January 17, 2019, we renamed our non-operating wholly owned subsidiary WealthGen Global, LLC to SAFETek, LLC, a Utah Limited Liability Company.

On March 26, 2019, we established Kuvera (N.I.) LTD, a Northern Ireland entity as a wholly owned subsidiary of Kuvera, LLC, however, to date the subsidiary has had no operations.

Effective July 22, 2019, we renamed our non-operating wholly owned subsidiary Razor Data, LLC to APEX Tek, LLC, a Utah Limited Liability Company.

On January 11, 2021, we filed a name change for Kuvera, LLC to iGenius, LLC (“iGenius”) and on February 2, 2021, we filed a name change for Kuvera (N.I.) Limited to iGenius Global LTD.

On March 18, 2021, we established Investview Financial Group Holdings, LLC and Investview MTS, LLC as wholly owned subsidiaries of Investview, Inc. On March 22, 2021, Investview, Inc. entered into Securities Purchase Agreements to purchase 100% of the equity interests of SSA Technologies LLC, an entity that owns and operates LevelX Capital LLC, a FINRA registered broker-dealer and LevelX Advisors LLC, a registered investment advisor, as well as the operating assets, intellectual property rights and overall business of MPower Trading Systems LLC, the developer and owner of Prodigio, a proprietary software-based trading platform with applications in the brokerage industry. Investview Financial Group Holdings, LLC will own 100% of SSA Technologies LLC and Investview MTS, LLC will own 100% of the operating assets, intellectual property rights, and overall business of MPower Trading Systems LLC. Both transactions are expected to close between the third and fourth quarters of 2021. To date the subsidiaries have had no operations.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

(Unaudited)

Nature of Business

Our portfolio of wholly owned subsidiaries operates in the financial technology (FINTECH) sector, leveraging the latest innovations in technology for financial education, services and interactive tools. Our subsidiaries focus on delivering products that serve individuals around the world. From personal money management to advancements in blockchain technologies, our companies are forging a path for individuals to take advantage of financial and technical innovations. Each of our subsidiaries are designed to work in tandem with one another generating a worldwide presence.

Our largest subsidiary is iGenius, LLC which delivers multiple products through a subscription-based multi-level marketing model. iGenius, LLC provides research, education, and investment tools designed to assist the self-directed investor in successfully navigating the financial markets. These services include research, trade alerts, and live trading rooms that include instruction in equities, options, FOREX, ETFs, binary options, crowdfunding and cryptocurrency sector education. In addition to trading tools and research, we also offer full education and software applications to assist the individual in debt reduction, increased savings, budgeting, and proper tax management. Each product subscription includes a core set of trading tools/research along with the personal finance management suite to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. In addition to our education subscriptions, through our agreement with a third party, iGenius is able to sell cryptocurrency packages to its global customer base. Through our multi-level marketing model, we reward our distributors with commissions under a standard bonus plan that allows for discretionary bonuses based on performance.

Kuvera France S.A.S. was our entity in France and iGenius Global LTD is our entity in Northern Ireland. These entities were responsible for distributing our products and services throughout the European Union. Kuvera France S.A.S. was closed in June of 2021.

S.A.F.E. Management, LLC is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated trading strategies to individuals who find they lack the time to trade for themselves. SAFE is committed to bringing innovative trade methodologies, strategies and algorithms for all worldwide financial markets.

SAFETek, LLC operates in the high-speed processing computing space and utilizes next generation processing technologies to focus on artificial intelligence, data mining and blockchain technologies. SAFETek, LLC’s processing operation can be used for any of the following intense processing activities: protein folding, CGI rendering, Game Streaming, Machine & Deep Learning, Mining, Independent Financial Verification, and general high-speed computing. Key trending markets for Data Computation include Internet of Things, Smart Homes, smart cities, smart devices, Artificial Intelligence, blockchain technology, Virtual Reality, 3D animation, and health technology data to name a few. SAFETek has deployed a large-scale processing operation that is currently dedicated to high speed BTC mining operations. SAFETek has recently established a research, development and repair facility dedicated to repairing, improving and refurbishing high speed mining processors.

Apex Tek, LLC was the entity responsible for sales of the APEX program. Launched in September 2019, the APEX product pack included hardware, firmware, software and insurance that was purchased and then leased to SAFETek LLC. We have currently ceased selling the APEX package and bought back all leases associated with the business. There are currently no operations or activity in Apex Tek, LLC.

United Games, LLC, United League, LLC, and Investment Tools & Training, LLC have had no operations and will be restructured or eliminated. Investview Financial Group Holdings, LLC, and Investview MTS, LLC, will be used in conjunction with our anticipated acquisitions of SSA Technologies LLC, an entity that owns and operates LevelX Capital LLC, a FINRA registered broker-dealer and LevelX Advisors LLC, a registered investment advisor, as well as MPower Trading Systems LLC, the developer and owner of Prodigio, a proprietary software-based trading platform with applications in the brokerage industry, respectively.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three months ended June 30, 2021, are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2021 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2021.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

(Unaudited)

Principles of Consolidation

The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries: iGenius, LLC, Kuvera France S.A.S., Apex Tek, LLC, SAFETek, LLC, S.A.F.E. Management, LLC, United Games, LLC, United League, LLC, Investment Tools & Training, LLC, iGenius Global LTD, Investview Financial Group Holdings, LLC, and Investview MTS, LLC. All intercompany transactions and balances have been eliminated in consolidation.

Financial Statement Reclassification

Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.

Use of Estimates

The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Exchange

We have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements. The operations of Kuvera France S.A.S. are conducted in France and its functional currency is the Euro.

The financial statements of Kuvera France S.A.S. are prepared using their functional currency and have been translated into U.S. dollars (“USD”). Assets and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders’ equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders’ equity (deficit).

The following rates were used to translate the accounts of Kuvera France S.A.S. into USD at the following balance sheet dates.

SCHEDULE OF EXCHANGE RATES

		June 30, 2020				March 31, 2021
Euro to USD			1.18560				1.17260

The following rates were used to translate the accounts of Kuvera France S.A.S. into USD for the following operating periods.

	Three Months Ended June 30,
	2021		2020
Euro to USD		1.20488		1.10160

Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows.

	June 30, 2021		March 31, 2021
Cash and cash equivalents	$	13,622,302	$	5,389,654
Restricted cash, current		819,338		498,020
Restricted cash, long term		1,211,954		774,153
Total cash, cash equivalents, and restricted cash shown on the statement of cash flows	$	15,653,594	$	6,661,827

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

(Unaudited)

Amount included in restricted cash represent funds required to be held in an escrow account by a contractual agreement and will be used for paying dividends to our Series B Preferred Stockholders.

Fixed Assets

Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

Fixed assets were made up of the following at each balance sheet date:

SCHEDULE OF FIXED ASSETS

	Estimated Useful Life (years)	June 30, 2021			March 31, 2021
Furniture, fixtures, and equipment	10	$	52,678		$	12,792
Computer equipment	3		10,386			22,528
Leasehold improvements	Remaining Lease Term		19,172			-
Data processing equipment	3		8,310,739			8,310,739
			8,392,975			8,346,059
Accumulated depreciation			(3,164,651	)		(2,485,269	)
Net book value		$	5,228,324		$	5,860,790

Total depreciation expense for the three months ended June 30, 2021 and 2020, was $694,044 and $377,582, respectively.

Long-Lived Assets – Intangible Assets & License Agreement

We account for our cryptocurrencies, intangible assets and long-term license agreement in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Our cryptocurrencies are deemed to have an indefinite useful life; therefore, amounts are not amortized, but rather are assessed for impairment as further discussed in our impairment policy. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.

We hold cryptocurrency-denominated assets and include them in our consolidated balance sheet as other assets. The value of our cryptocurrencies as of June 30, 2021 and March 31, 2021 were $6,939,775 ($5,826,252 current and $1,113,523 restricted long term) and $4,774,478 ($4,679,256 current and $95,222 restricted long term), respectively. Cryptocurrencies purchased or received for payment from customers are recorded in accordance with ASC 350-30 and cryptocurrencies awarded to the Company through its mining activities ($8,371,562 and $1,342,546 for the three months ended June 30, 2021 and 2020, respectively) are accounted for in connection with the Company’s revenue recognition policy. The use of cryptocurrencies is accounted for in accordance with the first in first out method of accounting. For the three months ended June 30, 2021 and 2020 we recorded realized gains (losses) on our cryptocurrency transactions of $(1,282,970) and $91,486, respectively.

In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination. Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and were being amortized on a straight-line method over their estimated useful lives. The intangible assets were impaired during the year ended March 31, 2021 due to a lack of recoverability, therefore we had no intangible assets as of June 30, 2021 and March 31, 2021. Amortization expense for the three months ended June 30, 2021 and 2020 was $0 and $43,169, respectively.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

(Unaudited)

Impairment of Long-Lived Assets

We have adopted ASC Subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

We evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.

During the three months ended June 30, 2021 and 2020 no impairment was recognized.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability.

U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

	Level 1:	Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.

	Level 2:	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:

	-	quoted prices for similar assets or liabilities in active markets;
	-	quoted prices for identical or similar assets or liabilities in markets that are not active;
	-	inputs other than quoted prices that are observable for the asset or liability; and
	-	inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3:

Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).

Our financial instruments consist of cash, accounts receivable, accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of June 30, 2021 and March 31, 2021, approximates the fair value due to their short-term nature or interest rates that approximate prevailing market rates.

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of June 30, 2021:

	Level 1		Level 2		Level 3		Total
Total Assets	$	-	$	-	$	-	$	-

Derivative liability	$	-	$	-	$	187,783	$	187,783
Total Liabilities	$	-	$	-	$	187,783	$	187,783

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

(Unaudited)

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2021:

	Level 1		Level 2		Level 3		Total
Total Assets	$	-	$	-	$	-	$	-

Derivative liability	$	-	$	-	$	307,067	$	307,067
Total Liabilities	$	-	$	-	$	307,067	$	307,067

Revenue Recognition

Subscription Revenue

The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a 10-day trial period to first time subscription customers, during which a full refund can be requested if a customer does not wish to continue with the product. Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of June 30, 2021 and March 31, 2021 and 2020 our deferred revenues were $2,235,980 and $1,561,188, respectively.

Mining Revenue

Through our wholly owned subsidiary, SAFETek, LLC, we leased equipment under a sales-type lease through June of 2020. In June of 2020 we cancelled all leases and purchased all of the rights and obligations under the leases, which included obtaining ownership of all equipment. We use the equipment on blockchain networks to validate and add blocks of transactions to blockchain ledgers (commonly referred to as “mining”). As compensation for mining, we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us. Our mining activities constitute our ongoing major and central operations of SAFETek, LLC. Because we do not have contracts, nor do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately granted to us as a result of our mining activities.

Cryptocurrency Revenue

We generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with third-party suppliers. The various packages include different amounts of coin with differing rates of returns and terms and, in some cases, include a product protection option that allows the purchaser to protect their initial purchase price. The protection allows the purchaser to obtain 50% of their purchase price at five years or 100% of their purchase price at ten years. Both the coin and the protection option are delivered by third-party suppliers.

We recognize cryptocurrency revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-parties to provide coin and protection (if applicable) to our customers and payment is received from our customers at the time of order placement. All customers are given two weeks to request a refund, therefore we record a customer advance on our balance sheet upon receipt of payment. After the two weeks have passed from order placement, we request our third-party suppliers to deliver coin and protection (if applicable), at which time we recognize revenue and the amounts due to our suppliers on our books. As of June 30, 2021 and March 31, 2021 our customer advances related to cryptocurrency revenue were $430,097 and $2,067,313, respectively.

Fee Revenue

We generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we receive payment for such advisory fees in the month following recognition.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

(Unaudited)

Revenue generated for the three months ended June 30, 2021 is as follows:

SCHEDULE OF REVENUE GENERATED

	Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Fee Revenue		Total
Gross billings/receipts	$	11,532,061		$	15,875,577		$	8,371,562	$	-	$	35,779,200
Refunds, incentives, credits, and chargebacks		(682,364	)		-			-		-		(682,364	)
Amounts paid to supplier		-			(9,470,271	)		-		-		(9,470,271	)
Net revenue	$	10,849,697		$	6,405,306		$	8,371,562	$	-	$	25,626,565

For the three months ended June 30, 2021 foreign and domestic revenues were approximately $11.8 million and $13.8 million, respectively.

Revenue generated for the three months ended June 30, 2020 is as follows:

	Subscription Revenue			Cryptocurrency Revenue		Mining Revenue		Fee Revenue		Total
Gross billings/receipts	$	4,559,960		$	-	$	1,342,546	$	4,013	$	5,906,519
Refunds, incentives, credits, and chargebacks		(316,703	)		-		-		-		(316,703	)
Amounts paid to supplier		-			-		-		-		-
Net revenue	$	4,243,257		$	-	$	1,342,546	$	4,013	$	5,589,816

For the three months ended June 30, 2020 foreign and domestic revenues were approximately $4.0 million and $1.6 million, respectively.

Net Income (Loss) per Share

We follow ASC subtopic 260-10, Earnings per Share (“ASC 260-10”), which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share reflect the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation.

Potentially dilutive securities excluded from the computation of diluted net loss per share are as follows:

	June 30, 2021		June 30, 2020
Options to purchase common stock		-		-
Warrants to purchase common stock		-		-
Notes convertible into common stock		-		180,609,479
Totals		-		180,609,479

Lease Obligation

We determine if an arrangement is a lease at inception. Operating leases are included in the operating lease right-of-use asset account, the operating lease liability, current account, and the operating lease liability, long term account in our balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

(Unaudited)

Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have elected to not apply the recognition requirements of ASC 842 to short-term leases (leases with terms of twelve months or less). Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. We have elected the practical expedient and will not separate non-lease components from lease components and will instead account for each separate lease component and non-lease component associated with the lease components as a single lease component.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Under current GAAP, there are five accounting models for convertible debt instruments. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (2) a convertible debt instrument was issued at a substantial premium. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, the FASB decided to add disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. ASU 2020-06 will be effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of this accounting pronouncement to its financial statements.

We have noted no other recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material impact on our financial statements.

NOTE 4 – RELATED-PARTY TRANSACTIONS

Our related-party payables consisted of the following:

SCHEDULE OF RELATED PARTY PAYABLES

	June 30, 2021			March 31, 2021
Convertible Promissory Note entered into on 4/27/20, net of debt discount of $1,147,289 as of June 30, 2021 [1]	$	152,711		$	120,318
Convertible Promissory Note entered into on 5/27/20, net of debt discount of $622,887 as of June 30, 2021 [2]		77,113			59,525
Convertible Promissory Note entered into on 11/9/20, net of debt discount of $1,212,356 as of June 30, 2021 [3]		87,644			53,414
Accounts payable – related party [4]		30,000			60,000
Notes for APEX lease buyback [5]		-			43,000
Promissory note entered into on 12/15/20, net of debt discount of $349,660 as of March 31, 2021 [6]		110,340			125,838
Convertible Promissory Note entered into on 3/30/21, net of debt discount of $1,159,315 as of March 31, 2021 [7]		410,219			4,459
Working Capital Promissory Note entered into on 3/22/21		600,084			-
Total related-party debt		1,468,111			466,554
Less: Current portion		(1,150,643	)		(233,296	)
Related-party debt, long term	$	317,468		$	233,258

[1]

On April 27, 2020 we received proceeds of $1,300,000 from DBR Capital, LLC, an entity controlled by members of our Board of Directors, and entered into a convertible promissory note. The note is secured by shares held by officers and majority shareholders of the Company. The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. Per the original terms of the agreement the note was convertible into common stock at a conversion price of $0.01257 per share, which was amended on November 9, 2020 to reduce the conversion price to $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $1,300,000. During the three months ended June 30, 2021 we recognized $32,393 of the debt discount into interest expense, as well as expensed an additional $65,004 of interest expense on the note, all of which was repaid during the period.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

(Unaudited)

[2]	On May 27, 2020 we received proceeds of $700,000 from DBR Capital, LLC, an entity controlled by members of our Board of Directors, and entered into a convertible promissory note. The note is secured by shares held by officers and majority shareholders of the Company. The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. Per the original terms of the agreement the note was convertible into common stock at a conversion price of $0.01257 per share, which was amended on November 9, 2020 to reduce the conversion price to $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $700,000. During the three months ended June 30, 2021 we recognized $17,588 of the debt discount into interest expense as well as expensed an additional $35,001 of interest expense on the note, all of which was repaid during the period.
[3]	On November 9, 2020 we received proceeds of $1,300,000 from DBR Capital, LLC, an entity controlled by members of our Board of Directors, and entered into a convertible promissory note. The note is secured by shares held by officers and majority shareholders of the Company. The note bears interest at 38.5% per annum, made up of a 25% interest rate per annum and a facility fee of 13.5% per annum, payable monthly beginning February 1, 2021, and the principal is due and payable on April 27, 2030. Per the terms of the agreement the note is convertible into common stock at a conversion price of $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $1,300,000. During the nine months ended December 31, 2020 we recognized $34,230 of the debt discount into interest expense as well as expensed an additional $125,124 of interest expense on the note, none of which was repaid during the period.
[4]	In August of 2020 we repurchased 106,000,000 shares of our common stock from CR Capital Holdings, LLC, a shareholder that previously owned over 10% of our outstanding stock and has owners that used to be members of our executive management team, for $120,000. We agreed to pay $10,000 per month for the repurchase, therefore during the three months ended June 30, 2021 we repaid $30,000 of the debt.
[5]	During the year ended March 31, 2020 we sold 83 APEX units to related parties which included the sale of high powered data processing equipment, which they then leased back to us. In September of 2020, our board of directors voted to approve a buyback program wherein all APEX purchasers were offered a promissory note in exchange for cancellation of the lease and our purchase of all rights and obligations under the lease. At that time, we agreed to pay our related parties $237,720 in exchange for all rights and obligations under the APEX lease. After the buyback we repaid our related parties $112,720 in cash and extinguished $82,000 of the amount owed with the issuance of BTC, therefore as of March 31, 2021 we owed related parties $43,000 as a result of the APEX buyback program. During the three months ended June 30, 2021 we repaid $43,000 to extinguish the debt in full.
[6]	On December 15, 2020 we received proceeds of $154,000 from Wealth Engineering, an entity controlled by members of our management team and Board of Directors, and entered into a promissory note for $600,000. The term of the note requires monthly repayments of $20,000 per month for 30 months. At inception we recorded a debt discount of $446,000 representing the difference between the cash received and the total amount to be repaid. During the three months ended June 30, 2021 we recognized $44,502 of the debt discount into interest expense and repaid $60,000 of the debt.
[7]	Effective March 30, 2021 we restructured a $1,000,000 promissory note with $200,000 of accrued interest, along with a $350,000 short-term advance, with Joseph Cammarata, our Chief Executive Officer. The new note has a principal balance of $1,550,000, has a 5% interest rate, and is convertible at $0.02 per share. As a result of the fixed conversion price we recorded a beneficial conversion feature and debt discount of $1,550,000, which was equal to the face value of the note. During the three months ended June 30, 2021 we recognized $386,438 of the debt discount into interest expense as well as expensed $19,322 of interest expense on the new debt.
[8]	On March 22, 2021, Investview, Inc., entered into Securities Purchase Agreements to purchase 100% of the business and/or outstanding equity interests of SSA Technologies LLC (“SSA”), an entity that owns and operates a FINRA-registered broker-dealer, and MPower Trading Systems LLC (“MPower”), the developer and owner of Prodigio, a proprietary software-based trading platform with applications within the brokerage industry. Each of SSA and MPower are controlled by persons who have an interest in Investview; with Joseph Cammarata, our Chief Executive Officer, being the majority owner of SSA Technologies, and James Bell and David Rothrock, two of our directors, being the managers and majority owners of MPower. Commencing upon execution of the agreements and through the closing of the transactions, we agreed to provide certain transition service arrangements to SSA and MPower. In connection with the transactions, we entered into a Working Capital Promissory Note with SSA under which SSA will advance up to $1,500,000 before the end of 2021. The note will be due and payable by January 31, 2022, will bear interest at the rate of 0.11% per annum, and will be secured by the pledge of 12,000,000 shares of our common stock. During the three months ended June 30, 2021 we received proceeds of $600,000 from the Working Capital Promissory note and recognized $84 of interest expense.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

(Unaudited)

In addition to the above related party debt transactions that were outstanding as of June 30, 2021 and March 31, 2021, during the three months ended June 30, 2021 we obtained a short-term advance of $100,000 from Wealth Engineering, an entity controlled by members of our management team and Board of Directors, and repaid the amount in full.

In addition to the above-mentioned related-party lending arrangements, during the three months ended June 30, 2021 we sold cryptocurrency packages to related parties for gross proceeds of $1,000, we paid related parties $1,597,540 worth of commissions, we paid consulting fees to related parties of $130,490, and made dividend payments to related parties of $1,625.

NOTE 5 – DEBT

Our debt consisted of the following:

SCHEDULE OF DEBT

	June 30, 2021			March 31, 2021
Short-term advance received on 8/31/18 [1]	$	5,000		$	5,000
Note issued under the Paycheck Protection Program on 4/17/20 [2]		511,377			510,118
Loan with the U.S. Small Business Administration dated 4/19/20 [3]		522,346			517,671

Long term notes for APEX lease buyback [3]		13,950,563			14,795,145
Total debt		14,989,286			15,827,934
Less: Current portion [12]		(3,027,013	)		(3,143,513	)
Debt, long term portion	$	11,962,273		$	12,684,421

[1]	In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured. During the three months ended June 30, 2021 we made no repayments on the debt.
[2]	In April 2020 we received $505,300 in proceeds from the Paycheck Protection Program as established by the CARES Act as a result of a Note entered into with the U.S. Small Business Administration (“SBA”). The note has an interest rate of 1% and matures on April 1, 2022, however, under the terms of the CARES Act the loan may be forgiven if funds are used for qualifying expenses. Under the original note we were required to make monthly payments beginning November 1, 2020, however, the SBA extended the deferral period to 10 months and prior to the payments coming due we applied for loan forgiveness with the SBA, which is still under review. As no loan payments are due during the SBA review process we have made no payments on the note to date. During the three months ended June 30, 2021 we recorded $1,259 worth of interest on the loan.
[3]	In April 2020 we received proceeds of $500,000 from a loan entered into with the U.S. Small Business Administration. Under the terms of the loan interest is to accrue at a rate of 3.75% per annum and installment payments of $2,437 monthly will begin twelve months from the date of the loan, with all interest and principal due and payable thirty years from the date of the loan. During the three months ended June 30, 2021 we recorded $4,675 worth of interest on the loan.
[4]	During the year ended March 31, 2021 we entered into notes with third parties for $19,089,500 in exchange for the cancellation of APEX leases previously entered into, which resulted in our purchase of all rights and obligations under the leases. We agreed to settle a portion of the debt during the year ended March 31, 2021, at a discount to the original note terms offered, by making lump sum payments, issuing shares of our common stock, issuing shares of our preferred stock, and issuing cryptocurrency. The remaining notes are all due December 31, 2024 and have a fixed monthly payment that is equal to 75% of the face value of the note, divided by 48 months. The monthly payments began the last day of January 2021 and continue until December 31, 2024 when the last monthly payment will be made, along with a balloon payment equal to 25% of the face value of the note, to extinguish the debt. During the three months ended June 30, 2021 we repaid a portion of the debt with cash payments of $348,941 and issuances of cryptocurrency valued at $495,641.

NOTE 6 – DERIVATIVE LIABILITY

During the three months ended June 30, 2021, we had the following activity in our derivative liability account:

SCHEDULE OF DERIVATIVE LIABILITY

	Debt		Warrants			Total
Derivative liability at March 31, 2021	$	-	$	307,067		$	307,067
Derivative liability recorded on new instruments		-		127,520			127,520
Derivative liability reduced by warrant exercise (see NOTE 7)		-		(10,156	)		(10,156	)
(Gain) loss on fair value		-		(236,648	)		(236,648	)
Derivative liability at December 31, 2020	$	-	$	187,783		$	187,783

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

(Unaudited)

We use the binomial option pricing model to estimate fair value for those instruments convertible into common stock, at inception, at conversion or settlement date, and at each reporting date. During the three months ended June 30, 2021, the assumptions used in our binomial option pricing model were in the following range:

	Debt	Warrants
Risk free interest rate	- n/a	0.79 - 0.87%
Expected life in years	- n/a	4.09 - 5.00
Expected volatility	- n/a	208% - 260%

NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

We are authorized to issue up to 50,000,000 shares of preferred stock with a par value of $0.001 and our board of directors has the authority to issue one or more classes of preferred stock with rights senior to those of common stock and to determine the rights, privileges, and preferences of that preferred stock.

During the year ended March 31, 2020 our Board of Directors approved the designation of 2,000,000 of the Company’s shares of preferred stock as Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), each with a stated value of $25 per share. Our Series B Preferred Stockholders are entitled to 500 votes per share and are entitled to receive cumulative dividends at the annual rate of 13% per annum of the stated value, equal to $3.25 per annum per share.

As of March 31, 2020, we had no preferred stock issued or outstanding.

During the year ended March 31, 2021 we commenced a security offering to sell a total of 2,000,000 units at $25 per unit (“Unit Offering”), such that each unit consisted of: (i) one share of our newly authorized Series B Preferred Stock and (ii) five warrants each exercisable to purchase one share of common stock at an exercise price of $0.10 per warrant share. Each Warrant offered is immediately exercisable on the date of issuance, will expire 5 years from the date of issuance, and its value has been classified as a fair value liability due to the terms of the instrument (see NOTE 6).

During the three months ended June 30, 2021 we sold 98,875 units for a total of $2,471,875: 97,669 units for cash proceeds of $2,441,725 and 1,206 units for bitcoin proceeds of $30,150. In conjunction with the sale of the units we issued 98,875 shares of Series B Preferred Stock and granted 494,375 warrants during the period.

Preferred Stock Dividends

During the three months ended June 30, 2021 we recorded $204,835 for the cumulative cash dividends due to the shareholders of our Series B Preferred Stock. We made payments of $82,107 in cash and issued $38,383 worth of cryptocurrency to reduce the amounts owed. As a result, we recorded $219,290 as a dividend liability on our balance sheet as of June 30, 2021.

Common Stock Transactions

During the three months ended June 30, 2021, we issued 11,500,000 shares of common stock for services and compensation and recognized a total of $989,391 in stock-based compensation based on grant date fair values and vesting terms of the awards granted in the current and prior periods. We also issued 64,340 shares of common stock as a result of warrants exercised, resulting in proceeds of $6,434.

As of June 30, 2021 and March 31, 2021, we had 2,994,045,669 and 2,982,481,329 shares of common stock issued and outstanding, respectively.

Warrants

During the three months ended June 30, 2021 we granted 494,375 warrants in conjunction with our Unit Offering. The warrants, valued at $127,683, are classified as a derivative liability on our balance sheet in accordance with ASC 480, Distinguishing Liabilities from Equity, based on the warrants terms that indicate a fundamental transaction could give rise to an obligation for us to pay cash to our warrant holders (see NOTE 6). Also during the three months ended June 30, 2021, 64,340 warrants were exercised in exchange for common shares, resulting in cash proceeds of $6,434 and a reduction in our derivative liabilities of $10,156.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

(Unaudited)

Transactions involving our warrants are summarized as follows:

SUMMARY OF WARRANTS ISSUED

				Weighted
	Number of			Average
	Shares			Exercise Price
Warrants outstanding at March 31, 2021		766,585		$	0.10
Granted		494,375		$	0.10
Canceled/Expired		-		$	-
Exercised		(64,340	)	$	-
Warrants outstanding at June 30, 2021		1,196,620		$	0.10

Details of our warrants outstanding as of June 30, 2021 is as follows:

SUMMARY OF WARRANTS OUTSTANDING

Exercise Price				Warrants Outstanding				Warrants Exercisable				Weighted Average Contractual Life (Years)
$	0.10				1,196,620				1,196,620				4.64

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Litigation

In the ordinary course of business, we may be, or have been, involved in legal proceedings from time to time. During the three months ended June 30, 2021 we were not involved in any material legal proceedings.

NOTE 10 – OPERATING LEASE

In August 2019 we entered an operating lease for office space in Eatontown, New Jersey (the “Eatontown Lease”), in September 2019 we entered an operating lease for office space in Kaysville, Utah (the “Kaysville Lease”), and in May 2021 we entered an operating lease for office space in Conroe, Texas (the “Conroe Lease”). We have the option to extend the three year lease term of the Eatontown Lease for a period of one year. In addition, we are obligated to pay twelve monthly installments to cover an annual utility charge of $1.75 per rentable square foot for electric usage within the demised premises. As the lessor has the right to digitally meter and charge us accordingly, these payments were deemed variable and will be expensed as incurred. During the three months ended June 30, 2021 the variable lease costs amounted to $831. At commencement of the Eatontown Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $110,097. At commencement of the Kaysville Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $21,147. On September 30, 2020, the Kaysville Lease expired and as of October 1, 2020, the Company began leasing the property located in Kaysville on a month-to-month basis. At commencement of the Conroe Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $174,574. We have the option to extend the 24-month term of the Conroe Lease for three additional terms of 24 months.

Operating lease expense was $26,323 for the three months ended June 30, 2021. Operating cash flows used for the operating leases during the three months ended June 30, 2021 was $12,000. As of June 30, 2021, the weighted average remaining lease term was 1.80 years and the weighted average discount rate was 12%.

Future minimum lease payments under non-cancellable leases as of June 30, 2021were as follows:

		June
Remainder of 2021	$	122,700
2022		115,600
2023		16,000
Total		254,300
Less: Interest		(27,197	)
Present value of lease liability		227,103
Operating lease liability, current [1]		(147,600	)
Operating lease liability, long term	$	79,503

[1]	Represents lease payments to be made in the next 12 months.

NOTE 11 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, Subsequent Events, we have evaluated subsequent events through the date of this filing and have determined that there are no subsequent events that require disclosure.

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. When the words “believe,” “expect,” “plan,” “project,” “estimate,” and similar expressions are used, they identify forward-looking statements. These forward-looking statements are based on management’s current beliefs and assumptions and information currently available to management, and involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Information concerning factors that could cause our actual results to differ materially from these forward-looking statements can be found in our periodic reports filed with the Securities and Exchange Commission (“SEC”). The forward-looking statements included in this report are made only as of the date of this report. We disclaim any obligation to update any forward-looking statements whether as a result of new information, future events, or otherwise.

Business Overview

Investview, Inc. (“we”, “our”, the “Company”) is a publicly traded diversified financial technology company with the symbol OTCQB:INVU. We operate through our family of wholly owned subsidiaries to provide dynamic financial education, diversified investment tools, global market research, self-directed brokerage services, institutional trade execution services, innovative advisory services (RIA, CTA), codeless algorithmic trading technologies, crypto mining, optimization, and repair solutions, and adaptive blockchain technologies.

Investview, Inc., under the leadership of CEO Joseph Cammarata, has spent the majority of fiscal 2021 establishing the company as a FINTECH provider of services. The Company’s objective is to provide a suite of offerings that advance financial technology initiatives in the personal finance, global markets, high speed processing and decentralized finance.

Our largest subsidiary is iGenius, LLC which delivers financial education, technology and research to individuals, as well as cryptocurrency packages, through a subscription-based multi-level marketing model. iGenius, LLC provides research, education, and investment tools designed to assist the self-directed investor in successfully navigating the financial markets. These services include research, trade alerts, and live trading rooms that include instruction in equities, options, FOREX, ETFs, binary options, crowdfunding and cryptocurrency sector education. In addition to trading tools and research, we also offer full education and software applications to assist the individual in debt reduction, increased savings, budgeting, and proper tax management. Each product subscription includes a core set of trading tools and research along with the personal finance management suite to provide an individual with complete access to the information necessary to cultivate and manage their financial situation. iGenius operations are located at Salt Lake City, Utah and more information can be found at igeniusglobal.com.

S.A.F.E. Management, LLC (“SAFE”) is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated trading strategies to individuals who find they lack the time to trade for themselves. SAFE is committed to bringing innovative trade methodologies, strategies and algorithms for all worldwide financial markets. SAFE is a state registered investment adviser and Commodity Trading Advisor with operations are located in our Eatontown, New Jersey Corporate Finance location. More information regarding S.A.F.E. Management, LLC can be found at safeadvglobal.com. SAFE will be joining the Investview Financial Group Holdings companies as we finalize the acquisition of SSA Technologies and MPower.

SAFETek, LLC (“SAFETek”) operates in the high-speed processing computing space and utilizes next generation processing technologies to focus on artificial intelligence, data mining and blockchain technologies. SAFETek’s processing operation can be used for any of the following intense processing activities: protein folding, CGI rendering, Game Streaming, Machine & Deep Learning, Mining, Independent Financial Verification, and general high-speed computing. Key trending markets for Data Computation include Internet of Things, Smart Homes, smart cities, smart devices, Artificial Intelligence, blockchain technology, Virtual Reality, 3D animation, and health technology data to name a few. SAFETek has deployed a large-scale processing operation that is currently dedicated to high speed BTC mining operations. SAFETek has recently established a Texas based research, development and repair facility dedicated to repairing, improving and refurbishing high speed mining processors.

Apex Tek, LLC was the entity responsible for sales of the APEX program. Launched in September 2019, the APEX product pack included hardware, firmware, software and insurance that was purchased and then leased to SAFETek, LLC. We have currently ceased selling the APEX package and bought back all leases associated with the business. There are currently no operations or activity in Apex Tek, LLC.

Results of Operations

Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020

Revenues

We recorded net revenue of $25,626,565 for the three months ended June 30, 2021, which was an increase of $20,036,749 or 658%, from the prior period net revenue of $5,589,816. The increase can be explained by an increase of Bitcoin value, a 114% increase in active Bitcoin miners, the introduction of NDAU, the world’s first adaptive digital currency product and improvements to our iGenius product offerings and distribution in new markets.

Our gross billings increased by 506%, or $29,872,681, to $35,779,200 in the three months ended June 30, 2021, versus $5,906,519 in the three months ended June 30, 2020, as a result of the activity noted above.

Operating Costs and Expenses

We recorded operating costs and expenses of $15,089,115 for the three months ended June 30, 2021, which was an increase of $6,492,501, or 76%, from the prior period’s operating costs and expenses of $8,596,614. The increase can be explained, in general, by the growth of our operations and increases in our revenue. Specifically, there was an increase in our cost of sales and service of $1,273,828, or 140%, from $912,324 for the three months ended June 30, 2020, to $2,186,152 for the three months ended June 30, 2021, and there was an increase in our commissions of $5,408,590, or 160%, from $3,373,831 for the three months ended June 30, 2020, to $8,782,421 for the three months ended June 30, 2021. The increase in cost of sales and service was a result of mining costs incurred in the current period as it related to the increase in mining revenue and the increase in commissions was a result of the increase in subscription revenue.

Other Income and Expenses

We recorded other income (expense) of $(1,761,603) for the three months ended June 30, 2021, which was a difference of $144,401, or 8%, from the prior period other income (expense) of $(1,906,004). The change is due a decrease in interest expense from $2,247,098 in the three months ended June 30, 2020 compared to interest expense of $5,934 in the three months ended June 30, 2021, offset by the $1,374,456 difference between recording a realized gain on cryptocurrency of $91,486 for the three months ended June 30, 2020 versus recording a realized loss on cryptocurrency of $1,282,970 for the three months ended June 30, 2021. The decrease in the interest expense from the prior period was due to our efforts to restructure debt and payoff high-interest borrowings and the change in the realized gain (loss) on cryptocurrency was simply due to the change in market value of cryptocurrency from the point at which we obtain the digital coins versus when we use the digital coins.

Liquidity and Capital Resources

During the three months ended June 30, 2021, we recorded net income of $8,567,823, generated $6,764,171 in cash through our operating activities, and generated $2,289,982 through financing activities. We used this cash to fund operations and fund the purchase of $61,578 worth of fixed assets. As a result, our cash, cash equivalents, and restricted cash increased by $8,991,767 to $15,653,594 as compared to $6,661,827 at the beginning of the fiscal year.

As of June 30, 2021, our current assets exceeded our current liabilities to result in working capital of $12,359,439, which was an increase from the working capital of $2,005,538 as of March 31, 2021.

Critical Accounting Policies

Basis of Presentation

Principles of Consolidation

Use of Estimates

Revenue Recognition

Subscription Revenue

Mining Revenue

Cryptocurrency Revenue

Fee Revenue

Revenue generated for the three months ended June 30, 2021 is as follows:

	Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Fee Revenue		Total
Gross billings/receipts	$	11,532,061		$	15,875,577		$	8,371,562	$	-	$	35,779,200
Refunds, incentives, credits, and chargebacks		(682,364	)		-			-		-		(682,364	)
Amounts paid to supplier		-			(9,470,271	)		-		-		(9,470,271	)
Net revenue	$	10,849,697		$	6,405,306		$	8,371,562	$	-	$	25,626,565

For the three months ended June 30, 2021 foreign and domestic revenues were approximately $11.8 million and $13.8 million, respectively.

Revenue generated for the three months ended June 30, 2020 is as follows:

	Subscription Revenue			Cryptocurrency Revenue		Mining Revenue		Fee Revenue		Total
Gross billings/receipts	$	4,559,960		$	-	$	1,342,546	$	4,013	$	5,906,519
Refunds, incentives, credits, and chargebacks		(316,703	)		-		-		-		(316,703	)
Amounts paid to supplier		-			-		-		-		-
Net revenue	$	4,243,257		$	-	$	1,342,546	$	4,013	$	5,589,816

For the three months ended June 30, 2020 foreign and domestic revenues were approximately $4.0 million and $1.6 million, respectively.

Recently Issued Accounting Pronouncements

We have noted no other recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material impact on our financial statements.

Off-Balance Sheet Arrangements

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

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer and Chief Accounting Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures were effective.

Changes in Internal Controls

There were no changes in our internal controls over financial reporting during the fiscal quarter ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

In the ordinary course of business, we may be or have been involved in legal proceedings from time to time; however we do not anticipate that the outcome of such matters and disputes will materially affect our financial statements.

None of our directors, officers, or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 1.A – RISK FACTORS

N/A

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

None.

ITEM 6 – EXHIBITS

The following exhibits are filed as a part of this report:

Exhibit Number*	Title of Document	Location

Item 10	Material Contracts

10.79	Promissory Note in the amount of $1,000,000 with Joe Cammarata, dated January 30, 2020, First Amendment to the $1,000,000 Promissory Note dated January 31, 2020 and Second Amendment to the $1,000,000 Promissory Note dated January 30, 2021	Incorporated by reference to the periodic report on Form 10-Q filed February 26, 2021

10.88	Second Amendment to Amended and Restated Securities Purchase Agreement dated as of November 9, 2020	Incorporated by reference to the Current Report on Form 8K filed on June 2, 2021

10.89	Employment Agreement between Investview, Inc., and Ralph R. Valvano, effective as of June 7, 2021	Incorporated by reference to the Current Report on Form 8K filed on June 9, 2021

10.90	Amendment to Employment Agreement between Investview, Inc., and Jayme McWidener, effective as of June 7, 2021	Incorporated by reference to the Current Report on Form 8K filed on June 9, 2021

Item 31	Rule 13a-14(a)/15d-14(a) Certifications

31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	This filing.

31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	This filing.

Item 32	Section 1350 Certifications

32.01	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This filing.

32.02	Certification of Acting Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This filing.

Item 101***	Interactive Data File

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.

*	All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit.

**	Identifies each management contract or compensatory plan or arrangement required to be filed as an exhibit as required by Item 15(a)(3) of Form 10-K.

***	Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

SIGNATURE PAGE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INVESTVIEW, INC.

Dated: August 13, 2021	By:	/s/ Joseph Cammarata
		Joseph Cammarata
		Chief Executive Officer
		(Principal Executive Officer)

Dated: August 13, 2021	By:	/s/ Jayme L. McWidener
		Jayme L. McWidener
		Chief Accounting Officer
		(Principal Financial Officer and Accounting Officer)