Investview, Inc. - Annual Report: 2022 (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 DECEMBER 31, 2022

☐ 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)

521 West Lancaster Avenue

Second Floor

Haverford, Pennsylvania 19041

(Address of principal executive offices)

Issuer’s telephone number: 732-889-4300

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

Securities registered pursuant to Section 12(g) of the Act:

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 every Interactive Data File required to be submitted 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 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):

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. As of June 30, 2022, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the closing price per share of $0.0298 of the common stock as traded on the OTCQB was approximately $78,710,010.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 24, 2023, there were 2,636,275,719 shares of common stock par value $0.001 per share, outstanding.

Documents incorporated by reference: NONE

INVESTVIEW, INC.

2022 FORM 10-K ANNUAL REPORT

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS CONTAINED IN THIS REPORT MAY CONTAIN “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANINGS OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS, WHICH INVOLVE RISKS AND UNCERTAINTIES, REFLECT OUR CURRENT EXPECTATIONS, INTENTIONS, OR STRATEGIES REGARDING OUR POSSIBLE FUTURE RESULTS OF OPERATIONS, PERFORMANCE, AND ACHIEVEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED IN THIS REPORT 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, investors should keep in mind the cautionary statements in this report. 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

General

Investview, Inc., a Nevada corporation (which we refer to as “we,” “us,” “our,” “Investview,” or the “Company”), operates a financial technology (FinTech) services company, offering several different lines of business, including a Financial Education and Technology business that delivers a series of products and services involving financial education, digital assets and related technology, through a network of independent distributors; and a Blockchain Technology and Crypto Mining Products and Services business including leading-edge research, development and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. In addition, we are planning to create a Brokerage and Financial Markets business within the investment management and brokerage industries by commercializing on a proprietary trading platform we acquired in September 2021.

Business

Financial Education and Technology

Through our wholly-owned subsidiary, iGenius, LLC (“iGenius”), we deliver multiple services and products, both domestically and internationally, through a direct selling network, also known as multi-level marketing, of independent distributors that are offering our products and services through a subscription-based revenue model to a large base of customers that we refer to as “members”. These services and products consist of the offering of research, education, and investment tools designed to assist the self-directed investor in successfully navigating the financial markets, including equities, options, FOREX, ETFs, binary options, and cryptocurrency. We have multiple tiers of membership at varying upfront and monthly subscription costs, which provide members with the ability to select from a range of membership packages to meet their product and service needs and price point. We offer first time members a guarantee of satisfaction, whereby, during the designated trial period (10 days from initial purchase for domestic customers and 14 days from initial purchase for international customers) if the member for any reason is not satisfied with our products or services, the member may request a full refund of their subscription.

Our services include access to our library of educational content, as well as access to live and recorded education sessions, and trade alerts provided by independent market experts who are experienced professionals. In addition to trading tools and research, we also offer access to education and software applications that are designed to assist our members 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 access to the information necessary to cultivate and manage his or her finances and investment objectives. In addition to the financial education technology and tools, iGenius members also gain access to a variety of benefits provided through third party partnerships and affinity arrangements, including access to a discounted travel portal, crypto trading software and a digital wallet platform. Further, through a distribution arrangement we have with Oneiro NA, Inc., we have provided our members with an opportunity to purchase through Oneiro a specialty form of adaptive digital currency called “ndau”. Ndau is differentiated from other existing cryptocurrencies by its built-in structures that incentivize stability and potential for growth as well as its more energy efficient algorithm. We have also periodically engaged in the purchase of ndau to hold in our inventory.

We believe that the use of a direct selling distribution network is an effective way to market our products and services for purchase because demand for financial education and other services is strengthened by the ongoing personal contact between members and distributors. In addition, most of our distributors are members and use our products and services themselves, and therefore can provide first-hand testimonials about our products and services, which can serve as a powerful sales tool.

Blockchain Technology and Crypto Mining Products and Services

Through our wholly-owned subsidiary, SAFETek, LLC (“SAFETek”), we operate a Blockchain technology company that provides leading-edge research, development, and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. At our North American and other international locations, SAFETek owns and manages nearly 10,000 next-generation Bitcoin application-specific integrated circuit (“ASIC”) miner machines, with over 99% of such machines being powered by renewable energy sources, mainly hydropower plants and geothermal. Bitcoin mined at our locations is used to pay certain of our expenses, including bonus and commission payments to our U.S. and foreign independent distributors for our iGenius business, or otherwise held for investment purposes. We are also developing new and more efficient ways to mine cryptocurrencies through innovations in hardware, firmware, and additional ways to develop and utilize renewable energy sources. SAFETek operates a round-the-clock Network Operation Center (NOC) to achieve higher efficiency, productivity, and availability of Bitcoin Mining Servers. Through these activities, we aim to increase the hash rate, uptime, profitability, and overall ROI of our crypto currency mining operations.

Brokerage and Financial Technologies Services

In order to, among other things, commercialize on the proprietary trading platform we recently acquired from MPower Trading Systems, LLC in September 2021, to take advantage of the market’s increasing acceptance and expansion of the ownership and use of digital currencies as an investable asset class (subject to any applicable regulatory limitations) and to proactively respond to increasing regulatory scrutiny relative to cryptocurrency products, we have adopted a growth plan that contemplates the creation of a brokerage and financial markets business. Our growth plan contemplates the acquisition of a registered broker-dealer, and as a complement thereto, to offer a suite of financial services that will include self-directed brokerage services, institutional trade execution services, innovative advisory services (RIA, CTA), and codeless algorithmic trading technologies, which will operate under our recently formed subsidiary, Investview Financial Group Holdings, LLC (“IFGH”).

In contemplation of this expansion plan, in September 2021, we completed the acquisition of the operating assets and intellectual property rights of MPower Trading Systems, LLC, the developer and owner of Prodigio, a proprietary software-based trading platform with applications within the brokerage industry. In March 2021, we also entered into agreements for the acquisition of LevelX, a brokerage firm owned by SSA Technologies LLC, a company that is controlled by Joseph Cammarata, our former chief executive officer (“LevelX”). However, due to certain complications relating to legal proceedings involving Mr. Cammarata, in connection with his activities unrelated to Investview and its businesses, we elected to terminate this agreement during 2022, and continue our search for alternative acquisitions within the brokerage industry.

Apex Tek, LLC

Historically, through our wholly-owned subsidiaries Apex Tek, LLC and SAFETek, we sold high powered data processing equipment, known as the Apex package, to our customers which equipment was then leased back to us for our crypto mining operations. We discontinued sales of the Apex package in June 2020 principally due to supply chain issues related to COVID-19 and implemented a buy-back program whereby we offered to repurchase such equipment and cancel the existing lease, by way of a 48-month promissory note. Through the buy-back program, we repurchased substantially all of the Apex equipment in late 2020. We repaid approximately $3 million and $4 million on account of such promissory notes during the twelve months ended December 31, 2022 and the nine months ended December 31, 2021, respectively, and continue to pay monthly installments under the promissory notes as they become due. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Sales and Marketing

We market our financial education and technology services and products through a network of independent “distributors” located both within the United States and internationally who market our products and services to customers through direct selling techniques, also known as multi-level marketing, and sponsor other independent distributors who also market our products and services to customers. Our independent distributors are generally members who elect to participate in our distribution program. Approximately 10% of our customers are currently also distributors. We have adopted various policies and procedures to which our independent distributors are expected to adhere. We also provide training. We seek to motivate our independent distributors by offering high quality products and services and providing product support and financial incentives. iGenius distributors are eligible to receive bonuses on sales of new memberships and on upgrades in membership sold to their personally enrolled members. Bonuses for enrollments and upgraded enrollments vary depending on the level of membership that a member is enrolled in. In addition, our distributors are eligible for residual bonuses each time their personally enrolled members renew their subscriptions. We believe that the opportunity for our independent distributors to earn bonuses and commissions contributes significantly to our ability to retain our most active and productive distributors.

We principally market our Blockchain technology and crypto mining products and services through trade shows, business to business marketing and Blockchain supporting relationships.

In the United States, we generally sell our products and services on a cash or credit card basis. We also periodically accept Bitcoin as a form of payment and use it to satisfy liabilities.

Materials and Suppliers

Digital asset mining is dependent on specialized digital asset mining hardware utilizing ASIC chips to solve blocks on blockchains using the 256-bit secure hashing algorithm. Almost all of these miners are produced outside of the United States, mostly in China and Southeast Asia, by a few manufacturers. As the market value of digital assets has increased, the demand for the newest, most efficient miners has also increased, leading to scarcity in the supply, and thereby a resulting increase in the price of miners. While we do our own repairs at our facility in Texas, our mining business is highly dependent upon digital asset mining equipment suppliers providing an adequate supply of new generation digital asset mining machines at economical prices to enable profitable mining by us and by third-party customers intending to purchase our hosting and other solutions. We believe that our relationships with our power suppliers are good and that we have sufficient supply to conduct our business operations as presently contemplated.

Competition

Our financial education and technology services and products are sold in competition with other companies, some of whom have greater sales volumes and financial resources than we do, and sell brands that are, through advertising and promotions, better known to consumers. We rely on our independent distributors to compete effectively in the direct selling markets, and our ability to attract and retain independent distributors depends on various factors, including the training, support, quality product offerings and financial incentives for the independent distributors.

With respect to our crypto mining business, we operate in a highly competitive environment. The primary drivers of competition are demand for Bitcoin, sufficient capital resources to acquire large quantities of high-quality miners, the ability to secure these miners from a limited number of suppliers on rapid delivery schedules, and the ability to generate the highest productivity. Recently, there has been a significant increase in the number of Bitcoin miners attempting to expand their mining operations at scale. As more Bitcoin miners enter the space, we expect additional pressure on the industry, with greater competition for access to miners and mining infrastructure, which is in limited supply. Data center hosting is also highly competitive in the Bitcoin mining space. Our Bitcoin ASIC miner machines are nearly all powered by renewable energy, which allows us to control our power costs, enabling us to focus on optimizing our mining returns.

Government Regulation

General

We are subject to government regulation in connection with securities laws and regulations applicable to all publicly owned companies as well as laws and regulations applicable to businesses generally. We are also increasingly subject to governmental regulation and legislation specifically targeting Internet companies, such as privacy regulations and taxes adopted at the local, state, national and international levels. Due to the increasing use of the internet, enforcement of existing laws, (such as consumer protection regulations in connection with web-based activities), has become more aggressive, and it is expected that new laws and regulations will continue to be enacted at the local, state, national, and international levels. Such existing and new legislation, alone or combined with increasingly aggressive enforcement of existing laws, could have a material adverse effect on our future operating performance and business.

Distribution Network Model

Our direct selling activities are regulated by the Federal Trade Commission (“FTC”), as well as various federal, state and local governmental agencies in the United States and foreign countries. These laws and regulations are generally intended to prevent fraudulent or deceptive schemes, often referred to as “pyramid” schemes, which compensate participants primarily for recruiting additional participants without sufficient emphasis on providing tangible products and/or services. The laws and regulations governing direct selling are modified from time to time, and, like other direct selling companies, we may be subject from time to time to government investigations related to our direct selling activities. This may require us to make changes to our business model and our sales compensation plan.

Cryptocurrency Mining

Cryptocurrency mining is largely an unregulated activity at both the state and federal level, but government regulation is being actively considered by the United States federal government via a number of agencies and regulatory bodies. Regulations may substantially change in the future and it is presently not possible to know how regulations will apply to or impact our businesses, or when they will be effective. United States and foreign country regulation of cryptocurrency mining is also important and determinative with respect to where we conduct our mining operations.

As the regulatory and legal environment evolves, we may become subject to new laws, such as further regulation by the SEC and other agencies, which may affect our mining and other activities. For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see Part I, Item 1A. “Risk Factors” beginning on page 9 of this Annual Report.

Human Capital Resources

As of March 24, 2023, we had 33 employees, of which 29 were full-time and 4 are part-time. None of these employees are covered by a collective bargaining agreement. We have experienced no work stoppages and consider our relations with our employees to be good. We contract with a professional employer organization, or PEO, that administers our human resources, payroll and employee benefits functions for our employees in the United States. Although we recruit and select our workers, each of these workers is also an employee of record of the PEO. As a result, these workers are compensated through the PEO, are governed by the work policies created jointly by us and the PEO and receive their annual wage statements and other payroll or labor related reports from the PEO.

In addition to our employees, our human capital resources also include our independent distributors for our iGenius products and services, who are located worldwide. For information about our independent distributors, see Item 1. Business—”Sales and Marketing.”

Intellectual Property

We rely on a combination of trade-secret protection and confidentiality and/or license agreements with our employees, distributors, customers, partners, and others to protect our proprietary rights. It is our general practice to enter into confidentiality and invention assignment agreements with all of our employees and independent contractors. Such agreements include a confidentiality undertaking by the employee or independent contractor; ensure that all new intellectual property developed in the course of our relationship with employees or independent contractors is assigned to us; and require the employee or independent contractor to cooperate with us to protect our intellectual property during and after their relationship with us. With respect to our Financial Education and Technology business, the intellectual property that makes our business competitive consists of, among others, the valuable trade secrets, know-how, concepts, methods, techniques and materials used in our business, consisting principally of educational materials, domain names, relationships with strategic vendors and customer lists.

With respect to our cryptocurrency mining business, we actively use specific hardware and software. In certain cases, source code and other software assets may be subject to an open-source license, as much technology development underway in this sector is open source. For these works, we adhere to the terms of any license agreements that may be in place. We do not currently own, and do not have any current plans to seek, any patents in connection with our existing and planned blockchain and cryptocurrency related operations.

With respect to our planned Brokerage and Financial Markets business, in September 2021 we acquired the source code and object code of the operational commercial ready front-end and middle office proprietary Prodigio SMART (Signal Management Automated Real-time Robotic Trading system) Trading Platform, all know-how and other intellectual property necessary, useful and/or used in the software. The acquisition is not expected to be immediately accretive to our results; however, together with our expected expansion into the broker-dealer business, if at all, it is expected to become a fundamental part of an overall strategy to create our Brokerage and Financial Markets business. See Part I, Item 1A. “Risk Factors.”

Corporate History

Investview was formed in the State of Utah on January 30, 1946 under its prior name Uintah Mountain Copper Mining Company. After the commencement and abandonment of several business plans, and after several name changes and change of domicile to Nevada, on March 27, 2012 we adopted our new business model and changed our name to Investview, Inc.

Internet Address

Additional information concerning our business can be found on our website at www.investview.com for the most up-to-date corporate financial information, presentation announcements, transcripts, and archives. Information regarding our products and services offered by our wholly owned subsidiary, iGenius LLC, may be found at www.igeniusglobal.com.Information regarding SAFETek LLC is available at www.safeteksolutions.com. Website links provided may change in the future. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file such material with or furnish it to the Securities and Exchange Commission.

Item 1A. Risk Factors

Investors 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 preferred or common stock. Investing in our preferred or common stock involves a high degree of risk. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose all or part of your investment. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely affect our business, financial condition or results of operations. If any of the following events or outcomes actually occur, our business operating results and financial condition would likely suffer. As a result, the trading price of our preferred and/or common stock could decline, and investors may lose all or part of the money paid to purchase our preferred and/or common stock.

Risks Related to our Business Generally

Our operations and financial condition have been adversely impacted by the COVID-19 pandemic and that may continue.

COVID-19 was declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention in March of 2020. Even though the COVID-19 surge appears to be abating and there has been a relaxation of pandemic-related constraints in many markets, we believe that the global spread of COVID-19 has created significant volatility and uncertainty and economic disruption. We believe the extent to which the COVID-19 pandemic, including new surges or COVID-19 variants, or any other pandemic ultimately impacts our business, financial condition, results of operations or cash flows will depend on numerous evolving factors that we may not be able to accurately predict, including, without limitation: the duration and scope of the pandemic; the success in delivering and efficacy of vaccines; governmental, business and individuals’ actions that have been and will be taken in response to the pandemic (including restrictions on travel and transport and workforce pressures); the effect on our suppliers and customers and customer demand for our core products and services; the effect on our sources of supply; the impact of the pandemic on economic activity and actions taken in response; closures of our and our suppliers’ and customers’ offices and facilities; the ability of our customers to pay for our products and services; financial market volatility; commodity prices; and the pace of recovery when the COVID-19 or other pandemic subsides.

SAFETek LLC suffered supply chain issues and significant delays in establishing mining operations due to the COVID-19 pandemic. The supply chain issues caused the suspension of the APEX sale-leaseback program. In addition, iGenius suffered the loss of all in-person marketing activities while pandemic-related constraints were in place, but we pivoted to on-line marketing and zoom presentations which limited the impact to iGenius’s results from operations.

Loss from operations experienced for the year ended December 31, 2022

During the year ended December 31, 2022, we recorded a net loss of $12,944,944. Even though this was mostly due to our non-cash impairment expense of $14.6 million that had no impact on our cash flow or our liquidity and capital resources, and after excluding the impairment expense, we were able to show net income from operations of $1.7 million and $9.4 million of cash provided by our operating activities, a loss of that magnitude could have an adverse reputational and commercial effect on us, including on our credit rating, banking matters, relationships with vendors, insurers, and credit processors, and other commercial relationships.

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

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

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 trademarks or trade secrets 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 intellectual property rights. In particular, there has been an increase in the filing of lawsuits alleging infringement of intellectual property rights, which pressure defendants into entering settlement arrangements quickly to dispose of such lawsuits, 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 that we become involved in such a lawsuit in the future and receive an adverse result, we could be liable for substantial damages, and we may be forced to discontinue our use of the intellectual property in question or obtain a license to use those rights or develop non-infringing alternatives.

Climate change, and the regulatory and legislative developments related to climate change, may materially adversely affect our business and financial condition.

The impacts of climate change may materially and adversely impact the cost, production and financial performance of our operations. Further, any impacts to our business and financial condition as a result of climate change are likely to occur over a sustained period of time and are therefore difficult to quantify with any degree of specificity. For example, extreme weather events may result in adverse physical effects on portions of our infrastructure, which could disrupt our supply chain and ultimately our business operations. In addition, disruption of transportation and distribution systems could result in reduced operational efficiency and customer service interruption. Climate related events have the potential to disrupt our business, including the business of our customers, and may cause us to experience higher attrition, losses and additional costs to resume operations.

In addition, a number of governments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response to various climate change interest groups and the potential impact of climate change. Given the significant amount of electrical power required to operate cryptocurrency miners, as well the environmental impact of mining for metals used in the production of mining servers, the cryptocurrency mining industry may become a target for future environmental and energy regulation. Legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Any future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.

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

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

We might fail to realize the expected benefits and strategic objectives of our recent acquisition of the proprietary Prodigio SMART Trading Platform.

During September 2021, we acquired, among other assets, the proprietary Prodigio SMART Trading Platform in consideration for the issuance of Class B Redeemable Units consisting of non-voting membership interests in our wholly owned subsidiary IFGH that are in the future redeemable for 565,000,000 Investview common shares on a one-for-one basis. While we believe such acquisition is expected to become a fundamental part of an overall strategy to create a Brokerage and Financial Markets business within the investment management and brokerage industries, we might not achieve our expected, or any, return on this investment. If we are unsuccessful at creating this line of business, we may not be able to achieve our planned rates of growth or improve our market share, profitability or competitive position. We can give no assurance that we will ultimately be able to effectively integrate and manage the operations of the Prodigio SMART Trading Platform or any other acquired business or assets.

Creating a Brokerage and Financial Markets business may be difficult to achieve.

The creation of a Brokerage and Financial Markets business relies upon the acquisition of a FINRA-regulated broker-dealer. In March 2021, we entered into an agreement for the acquisition of a brokerage firm controlled by Joseph Cammarata, our former chief executive officer. However, due to complications relating to Mr. Cammarata’s then ongoing legal proceedings, even though unrelated to the Company, we were caused to terminate this agreement during 2022, and continue our search for alternative acquisitions within the brokerage industry. We believe, however, that our ability to manage the regulatory (i.e., FINRA) approval process, and secure the financing necessary to acquire a broker-dealer, may be made more difficult due to a combination of our former association with Mr. Cammarata, since we remain the subject of an SEC inquiry, and since our common shares trade on the less desirable Over-the-Counter marketplace. Failure to achieve this growth objective may limit the scope of our expected growth.

Substantially all of our employees are employed by professional employer organizations.

We contract with a professional employer organization, or PEO, that administers our human resources, payroll and employee benefits functions for our employees in the United States. Although we recruit and select our workers, each of these workers is also an employee of record of the PEO. As a result, these workers are compensated through the PEO, are governed by the work policies created jointly by us and the PEO and receive their annual wage statements and other payroll or labor related reports from the PEO. This relationship permits management to focus on operations and profitability rather than payroll administration, but this relationship also exposes us to some risks. Among other risks, if the PEO fails to adequately withhold or pay employer taxes or to comply with other laws, such as the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act or state and federal anti-discrimination laws, each of which is outside of our control, we would be liable for such violations, and indemnification provisions with the PEO, if applicable, and Company insurance may not be sufficient to insulate us from those liabilities.

Court and administrative proceedings related to matters of employment tax, labor law and other laws applicable to PEO arrangements could distract management from our business and cause us to incur significant expense. If we were held liable for violations by the PEO, such amounts may adversely affect our profitability and could negatively affect our business and results of operations.

Our business could be negatively affected if the SEC determines that we violated federal securities laws.

During November 2021, we received a subpoena from the United States Securities and Exchange Commission (“SEC”) for the production of documents. We have reason to believe that the focus of the SEC’s inquiry involves whether certain federal securities laws were violated in connection with, among other things, the offer and sale of our now discontinued Apex sale and leaseback program, the operation of our direct selling network now known as iGenius, and the offer and sale of cryptocurrency products. In the subpoena, the SEC advised that the investigation does not mean that the SEC has concluded that we or anyone else has violated federal securities laws and or any other law. We believe that we have complied at all times with the federal securities laws. However, we are aware of the evolving SEC commentary and rulemaking process relative to the characterization of cryptocurrency products under federal securities laws that is sweeping through many businesses that operate within the cryptocurrency sector.

Risks Related to our Financial Education and Technology Business

Our business could be negatively affected by any adverse economic developments in the securities markets or the domestic or international 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 domestically or internationally may cause individuals to be reluctant to make their own investment decisions and thus decrease the demand for our products and services. Significant upturns in the securities markets or in general economic and political conditions domestically or internationally 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 and services.

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

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

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

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

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

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

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

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

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

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

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

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

Our iGenius products and services are marketed by a network of independent distributors using direct selling methods, commonly known as multi-level marketing programs. Although we believe that our direct sales methods are generally in compliance with applicable legal standards, multi-level marketing programs, in general, have often been the target of regulatory scrutiny by federal, state, and local governmental agencies in the United States and foreign countries, including the FTC. These laws and regulations are generally intended to prevent fraudulent or deceptive schemes, often referred to as “pyramid” schemes, which compensate participants primarily for recruiting additional participants without significant emphasis on product sales. The regulatory requirements concerning multi-level marketing programs do not include “bright line” rules and are inherently fact-based and, thus, we are subject to the risk that these regulations or the enforcement or interpretation of these regulations by regulators or courts can change. The adoption of new regulations, or changes in the interpretations or enforcement of existing regulations, may result in significant compliance costs or require us to change or cease aspects of our network marketing program. In addition, the ambiguity surrounding these regulations can also affect the public perception of our business.

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

Our independent distributors are independent contractors and, accordingly, we are not able to directly provide the same oversight and direction as we could if they were our employees. As a result, we have implemented compliance measures that are designed to train our distributors and attempt to monitor our distributors’ use of marketing materials that are in compliance with FTC and other legal standards. Despite our compliance initiatives we cannot always ensure that our independent distributors will comply with applicable laws or regulations, our distributor policies and procedures, or that such marketing materials or other distributor practices comply with applicable laws, rules, and regulations. It is possible that a court or governmental agency could hold us liable for the actions of our distributors, which could materially harm our business, financial condition, and operating results.

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

Our proprietary systems may be compromised by hackers.

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

Our business could be negatively affected if any of the third-party providers of products or services offered through our membership packages default on their obligation to our members.

Through our iGenius membership program and our now discontinued Apex sale and leaseback program, our members have gained access to a variety of benefits provided through third party partnerships and affinity arrangements, including products and services provided by third party investment professionals, access to a proprietary digital currency called “ndau” and a supplemental total protection program offered by a third-party affiliate of a global insurance brokerage firm. We cannot ensure that such third-party providers will comply with their contractual requirements to our members or with applicable laws, rules, and regulations. Any significant failures by them could cause us to incur losses and could harm our reputation.

Included in our now discontinued Apex sale and leaseback program was a total protection plus (“TPP”) program administered and managed by a third-party provider, an affiliate of a global insurance brokerage firm. According to marketing and legal documents provided by the third-party provider, the TPP program would function as a supplemental financial guaranty by providing Apex program customers with protection for the purchase price of such equipment, which could be redeemed by the customer by exercising an option for a cash payout to be paid by the third-party provider after a certain period of time, either 5 or 10 years.

We have also historically offered our iGenius members the opportunity to participate in a TPP program administered and managed by such third-party provider in connection with such members’ purchases of ndau through the Oneiro ndau distribution program. According to marketing and legal documents provided by the third-party provider, the TPP would function to provide a supplemental financial guaranty for the purchase price of the ndau. Customers could redeem such protection by exercising an option for a cash payout to be paid by the third-party provider after 5 or 10 years.

During the fourth calendar quarter of 2021 we temporarily suspended any further offering of the TPP program in connection with the sale of ndau after the third-party provider was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality entitlements. That suspension has remained in place as we have been unable to further validate the continued integrity of the TPP program and the vendor’s ability to honor its commitments to our members. We cannot ensure that such third-party provider will comply with its contractual requirements, which could cause our members to not achieve the level of return on their investments expected, and possibly expose us to claims that could have an adverse effect on our business, financial condition, and operating results.

Risks Related to our Blockchain Technology and Crypto Mining Products and Services

The further development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in us.

Digital assets such as bitcoins, that may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry of which the digital asset networks are prominent, but not unique, parts. The growth of the digital asset industry in general, and the digital asset networks of bitcoin in particular, are subject to a high degree of uncertainty. The factors affecting the further development of the digital asset industry, as well as the digital asset networks, include:

Our ability to achieve profitability is largely dependent on the price of Bitcoin and ndau, which has historically been volatile.

Our focus on our Bitcoin mining operations and investment in ndau is largely based on our assumptions regarding the future value of Bitcoin and ndau, which has been subject to significant historical volatility and may be subject to influence from malicious actors, real or perceived scarcity, political, economic, and regulatory conditions, and speculation making its price more volatile or creating “bubble” type risks for the trading price of Bitcoin. Further, unlike traditional stock exchanges, which have listing requirements and vet issuers, requiring them to comply with rigorous listing standards and rules, and which monitor transactions for fraud and other improprieties, markets for Bitcoin, ndau and other cryptocurrencies tend to be underregulated, if they are regulated at all. Less stringent cryptocurrency markets have a higher risk of fraud or manipulation and any lack of oversight or perceived lack of transparency could reduce confidence in the price of Bitcoin, ndau and other cryptocurrencies, which could adversely affect their price.

These factors make it difficult to accurately predict the future market price of Bitcoin and ndau and may also inhibit consumer trust in and market acceptance of cryptocurrencies as a means of exchange, which could limit the future adoption of Bitcoin and ndau and, as a result, our assumptions could prove incorrect. If our assumptions prove incorrect and the future price of Bitcoin is not sufficiently high, our income from our Bitcoin mining operations may not exceed our costs, and our operations may never achieve profitability.

Transaction fees may decrease demand for Bitcoin and prevent expansion.

As the number of Bitcoins currency rewards awarded for solving a block in a blockchain has decreased, transaction fees have increasingly been used to incentivize miners to continue to contribute to the Bitcoin network. However, high Bitcoin transaction fees may slow the adoption of Bitcoin as a means of payment, which may decrease demand for Bitcoin and future prices of Bitcoin may suffer as a result. If Bitcoin prices are not sufficiently high, our mining revenue may not exceed our associated costs, and our results of operations and financial condition may suffer. Further, because the price of shares of our common stock may be linked to the price of Bitcoin, if demand for Bitcoin decreases, causing future Bitcoin prices to decrease, the market price of our securities may be materially and adversely affected, limiting our ability to raise additional capital to fund our strategic growth plans.

Bitcoin is subject to Halving, meaning that the Bitcoin rewarded for solving a block will be reduced in the future and its value may not commensurately adjust to compensate us for such reductions, and the overall supply of Bitcoin is finite.

Bitcoin is subject to Halving, which is the process by which the Bitcoin reward for solving a block is reduced by 50% every 210,000 blocks that are solved. This means that the amount of Bitcoin we (or any other miner) are rewarded for solving a block in the Blockchain is permanently cut in half. For example, the latest Halving having occurred in May 2020, with a revised payout of 6.25 Bitcoin per block solved, down from the previous reward rate of 12.5 Bitcoin per block solved. The next Halving date is in 2024. There can be no assurance that the price of Bitcoin will sufficiently increase to justify the increasingly high costs of mining for Bitcoin given the Halving feature. If a corresponding and proportionate increase in the trading price of these cryptocurrencies does not follow these anticipated Halving events, the revenue we earn from our mining operations would see a corresponding decrease, which would have a material adverse effect on our business and operations. To illustrate, even if the price of Bitcoin remains at its price as of today, all other factors being equal (including the same number of miners and a stable hash rate) our revenue would decrease substantially upon the next Halving.

Further, due to the Halving process, unless the underlying code of the Bitcoin Blockchain is altered (which may be unlikely or difficult given its decentralized nature), the supply of Bitcoin is finite. Once 21 million Bitcoin have been generated by virtue of solving blocks in the Blockchain, the network will stop producing more. Currently, there are approximately 19.0 million Bitcoin in circulation representing about 90% of the total supply of Bitcoin under the current source code. For the foregoing reasons, the Halving feature exposes us to inherent uncertainty and reliance upon the historically volatile price of Bitcoin, rendering an investment in us particularly speculative, especially in the long-term. If the price of Bitcoin does not significantly increase in value, your investment could become worthless.

We are subject to risks associated with our need for significant electrical power.

Our Bitcoin mining operations have required significant amounts of electrical power, and, to the extent we purchase additional miners or acquire new miners which require higher energy inputs, our electricity requirements would grow. If we are unable to continue to obtain sufficient electrical power to operate our miners on a cost-effective basis, we may not realize the anticipated benefits of our significant capital investments in new miners. Even at our current energy usage, there can be no guarantee that our operational costs will not increase in the future. Additionally, our mining operations could be materially adversely affected by prolonged power outages, and we may have to reduce or cease our operations in the event of an extended power outage, or as a result of the unavailability or increased cost of electrical power. If this were to occur, our business and results of operations could be materially and adversely affected, and investors in our securities could be harmed.

Changing environmental regulation and public energy policy may expose our business to new risks.

If new environmental and energy regulations, policies, and initiatives enacted by federal and Texas regulators are imposed, or if existing regulations are modified, the assumptions we made underlying our plans and strategic initiatives may be inaccurate, and we may incur additional costs to adapt our planned business, if we are able to adapt at all, to such regulations.

In addition, there continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty for our business because the cryptocurrency mining industry, with its high energy demand, may become a target for future environmental and energy regulation. New legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Further, any future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.

Given the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition and results of operations. Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.

The compliance costs of responding to new and changing regulation could adversely affect our operations.

We (along with those from whom we purchase electricity) are subject to various federal, state, local, and international environmental laws and regulations, including those relating to the generation, storage, handling, and disposal of hazardous substances and wastes. Certain of these laws and regulations also impose joint and several liability, without regard to fault, for investigation and cleanup costs on current and former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. Our operations may involve the use of hazardous substances and materials, such as petroleum fuel for emergency generators, as well as batteries, cleaning solutions, and other materials.

Electricity costs could also be affected due to existing or new regulations on greenhouse gas emissions, whether such regulations apply to all consumers of electricity or just to specified uses, such as Bitcoin mining. There has been interest in the U.S. Congress and in the Legislature of the State of Texas in addressing climate change, including through regulation of Bitcoin mining. Past legislative proposals to address climate change include measures ranging from taxes on carbon use or generation to federally imposed limits on greenhouse gas emissions. Further, although Texas has historically sought to maintain some degree of energy independence from the United States as a whole, it is unclear how future legislation and regulation will affect our Texas operations. The course of future legislation and regulation in the United States and in Texas remains difficult to predict, and potential increased costs associated with new legislation or regulation cannot be estimated at this time.

Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects, or operations.

As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as in the U.S., subject the mining, ownership and exchange of cryptocurrencies to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. Ongoing and future regulatory actions could have a material adverse effect on our business, prospects or operations.

Our interactions with a blockchain may expose us to SDN or blocked persons and new legislation or regulation could adversely impact our business or the market for cryptocurrencies.

The Office of Financial Assets Control (“OFAC”) of the U.S. Department of Treasury requires us to comply with its sanction program and not conduct business with persons named on its specially designated nationals (“SDN”) list. However, because of the pseudonymous nature of blockchain transactions we may inadvertently and without our knowledge engage in transactions with persons named on OFAC’s SDN list. Our Company’s policy prohibits any transactions with such SDN individuals, but we may not be adequately capable of determining the ultimate identity of the individual with whom we transact with respect to selling cryptocurrency assets; for example, the use of cryptocurrencies, including Bitcoin, as a potential means of avoiding federally-imposed sanctions, such as those imposed in connection with the Russian invasion of Ukraine. On March 2, 2022, a group of United States Senators sent the Secretary of the United States Treasury Department a letter asking Secretary Yellen to investigate its ability to enforce such sanctions vis-à-vis Bitcoin, and on March 8, 2022, President Biden announced an executive order on cryptocurrencies which seeks to establish a unified federal regulatory regime for cryptocurrencies. We are unable to predict the nature or extent of new and proposed legislation and regulation affecting the cryptocurrency industry, or the potential impact of the use of cryptocurrencies by SDN or other blocked or sanctioned persons, which could have material adverse effects on our business and our industry more broadly. Further, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties as a result of any regulatory enforcement actions, all of which could harm our reputation and affect the value of our common stock.

Bitcoin and Bitcoin mining, as well as cryptocurrencies generally, may be made illegal in certain jurisdictions, including the ones we operate in, which could adversely affect our business prospects and operations.

Although we do not anticipate any material adverse regulations on Bitcoin mining in our jurisdictions of operation, it is possible that state or federal regulators may seek to impose harsh restrictions or total bans on cryptocurrency mining which may make it impossible for us to do business without relocating our mining operations, which could be very costly and time consuming. Further, although Bitcoin and Bitcoin mining, as well as cryptocurrencies generally, are largely unregulated in most countries (including the United States), regulators in certain jurisdictions may undertake new or intensify existing regulatory actions in the future that could severely restrict the right to mine, acquire, own, hold, sell, or use cryptocurrency or to exchange it for traditional fiat currency such as the United States Dollar. Such restrictions may adversely affect us as the large-scale use of cryptocurrencies as a means of exchange is presently confined to certain regions globally. Such circumstances could have a material adverse effect on us, which could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account, and thus negatively affect the value of our common stock.

Risks Related to Our Common Stock

We may need to raise additional capital to execute on our growth plan. If we are unable to raise additional capital, our business may fail.

Although our current financial resources are sufficient for us to sustain our existing operations, we may be required to raise additional capital to help finance our planned growth within the financial services sector. If we find that we need, but are unable, to obtain adequate additional financing, we may not be able to successfully market and sell our products and our business operations will most likely be discontinued. To secure additional financing, we may need to borrow money or sell more securities. Under these circumstances, we may be unable to secure additional financing on favorable terms or at all. Selling additional stock, either privately or publicly, would dilute the equity interests of our stockholders. If we borrow money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing on terms acceptable to us, we may have to curtail business operations, which would have a material negative effect on operating results and most likely result in a lower stock price.

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

Our common stock has closed as low as $0.01 per share and as high as $0.11 per share during the year ended December 31, 2022. We believe this volatility may be caused, in part, by variations in our quarterly operating results, delays in development of our technologies, changes in market valuations of similar companies, and the volume of our stock in the market.

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

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

The trading price of shares of our common stock may increase or decrease as does the trading price of Bitcoin and other digital currencies, which subject investors to pricing risks, including “bubble” type risks, and volatility.

Because of our connection with Bitcoin and other digital currencies, the trading prices of our common stock may at times be tied to the trading prices of Bitcoin and such other digital currencies. Specifically, we may experience adverse effects on our stock price when the value of Bitcoin or other digital currencies drops. Furthermore, if the market for Bitcoin or other digital currency company stocks or the stock market in general experiences a loss of investor confidence, the trading price of our stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our common stock could be subject to arbitrary pricing factors that are not necessarily associated with traditional factors that influence stock prices or the value of non-cryptocurrency assets such as revenue, cash flows, profitability, growth prospects or business activity since the value and price, as determined by the investing public, may be influenced by uncertain contingencies such as future anticipated adoption or appreciation in value of cryptocurrencies or Blockchains generally, and other factors over which we have little or no influence or control.

Bitcoin and other cryptocurrency market prices, which have historically been volatile and are impacted by a variety of factors, are determined primarily using data from various exchanges, over-the-counter markets and derivative platforms. Furthermore, such prices may be subject to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of cryptocurrencies, or our share price, making their market prices more volatile or creating “bubble” type risks for the trading price of Bitcoin.

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

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

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

Although our common stock trades on the OTCQB, a regular trading market for our common stock may not be sustained in the future. OTC Markets limits quotation on the OTCQB to securities of issuers that are current in their reports filed with the Securities and Exchange Commission. If we fail to remain current in the filing of our reports with the Securities and Exchange Commission, our common stock will not be able to be traded on the OTCQB. We have experienced a limited period within which we failed to remain current in the filing of this Report on Form 10-K. The OTCQB is an inter-dealer market that provides significantly less liquidity than a national securities exchange or automated quotation system.

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

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

Certain provisions of Nevada law and of our governing documents may inhibit a potential acquisition of our company, and this could negatively impact our stock price.

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

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

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

Conversion of existing convertible notes purchased by DBR Capital could cause additional substantial dilution to our stockholders.

Under the terms of its convertible notes, DBR Capital has the right to convert an aggregate of $3.3 million in principal of convertible notes into shares of our common stock at a conversion price of $0.007 per share. Even exclusive of interest that could accrue on these notes, conversion of just the outstanding principal of these notes would result in the issuance to DBR Capital of approximately 471 million additional shares of our common stock. Substantial additional dilution could be experienced by our shareholders should DBR Capital advance and ultimately convert additional notes up to of $7.7 million on or before December 31, 2024.

Special Governance Rights included within DBR Capital’s investments enable DBR Capital to retain significant control of the Company for the foreseeable future.

In connection with its investment, DBR Capital, LLC, has been accorded certain special governance rights, including the right to appoint four of our seven directors, and to require that certain capital, financial and other material actions of our board of directors be approved by at least one DBR Capital-appointed director, who shall be David B. Rothrock if he is then serving as a director. The special governance rights shall remain in place for so long as DBR Capital holds a convertible note or any of our other securities.

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

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

We may be caused to issue a substantial number of shares of our common stock to our former Chief Executive Officer if our attempts to retire his note in cash are unsuccessful.

We issued a promissory note to our former Chief Executive Officer, Joseph Cammarata, which, following certain modifications, on or about March 30, 2021 was restated in the principal amount of $1,550,000 (the “Cammarata Note”). Although not originally convertible, as per the March 30, 2021 amendment, the Cammarata Note became convertible at $0.02 per share, Thereafter, effective September 21, 2021 and following another modification, the conversion price under the Cammarata Note was reduced to $0.008 per share. During February 2022, we provided 30 days’ notice of our intent to retire and repay the Cammarata Note in cash. Having not timely received a properly executed conversion notice within the proscribed period, and citing certain other damages incurred by us arising from Mr. Cammarata’s ongoing legal proceedings, on or about March 31, 2022, we tendered to Mr. Cammarata cash payment in full for the Cammarata Note. As of the date of this Report, Mr. Cammarata has not accepted our tender of the cash payment, and instead has asserted his entitlement to exercise his right to convert the Cammarata Note into our common shares. Although we believe that our cash tender was appropriate under the terms of the Cammarata Note and otherwise at law, if Mr. Cammarata elects to challenge our cash tender in a court proceeding, and if we are unable to sustain our legal position on the matter, Mr. Cammarata could receive up to approximately 203 million shares of our common stock upon conversion of the Cammarata Note.

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

The proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our board of directors or contemplating a tender offer or other transaction for the combination of our company with another entity. Although, we have no current plans to issue additional stock for this purpose, management could use the additional shares that are now available or that may be available after a possible further recapitalization to resist or frustrate a third-party transaction. Generally, no stockholder approval would be necessary for the issuance of all or any portion of the additional shares of common stock unless required by law or any rules or regulations to which we are subject.

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

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

Negative publicity may have an adverse effect on our cash flows, results of operations and financial condition.

Unfavorable publicity on our business or products, particularly associated with the ongoing regulatory matters with the Securities and Exchange Commission and the recent termination of our former CEO following the announcement of civil and criminal charges filed against him in connection with activities unrelated to Investview and its businesses, could negatively impact our reputation, our ability to attract, motivate, and retain members and distributors, and our ability to generate revenue.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our corporate headquarters are located at 521 West Lancaster Avenue, Second Floor, Haverford, Pennsylvania 19041 and are being leased under a two-year lease agreement that will expire in December 2024. Our iGenius LLC headquarters are located at 459 North 300 West, #15, Kaysville, Utah 84037 and is on a month-to-month lease. Our SAFETek, LLC headquarters are located at 2925 E Davis Street, Conroe, Texas 77301 and are being leased under a 24-month lease agreement that will expire in June 2023. We lease office space for our CFO and an employee which is located at 386 Main Street, #212, Wyckoff, New Jersey 07481 and is being leased under a 24.5-month lease agreement that will expire in July 2023.

Item 3. 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.

We are not involved in any material legal proceedings, however, during November 2021, we received a subpoena from the United States Securities and Exchange Commission (“SEC”) for the production of documents. We have reason to believe that the focus of the SEC’s inquiry involves whether certain federal securities laws were violated in connection with, among other things, the offer and sale of our now discontinued Apex sale and leaseback program, the operation of our direct selling network now known as iGenius, and the offer and sale of cryptocurrency products. In the subpoena, the SEC advised that the investigation does not mean that the SEC has concluded that we or anyone else has violated federal securities laws and or any other law. We believe that we have complied at all times with the federal securities laws. However, we are aware of the evolving SEC commentary and rulemaking process relative to the characterization of cryptocurrency products under federal securities laws that is sweeping through a large number of businesses that operate within the cryptocurrency sector. We have cooperated fully with the SEC’s investigation and will continue to work with outside counsel to review the matter.

Item 4. Mine Safety Disclosure

Not applicable

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is traded on the OTCQB under the symbol “INVU.”

As of March 24, 2023, we had approximately 730 stockholders of record of our common stock and 2,636,275,719 shares of common stock issued and outstanding.

Dividends

Holders of shares of common stock are entitled to share pro rata in dividends and distributions for the common stock when, as, and if declared by the board of directors out of funds legally available therefor. We have not paid any dividends on our common stock and intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy is subject to the discretion of the board of directors and will depend upon a number of factors, including future revenues, capital requirements, overall financial condition, and such other factors as our board of directors deems relevant.

Recent Sales of Unregistered Securities

None

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as noted by use of 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 elsewhere in this Report and in our periodic reports filed with the U.S. Securities and Exchange Commission. The forward-looking statements included are made only as of the date of this report. 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 the report.

Overview

We operate a financial technology (FinTech) services company in several different businesses. We deliver multiple products and services through a direct selling network of independent distributors that offer our products and services through a subscription-based revenue model to a large base of customers that we refer to as “members”. Through this business we provide research, education, and investment tools designed to assist the self-directed investor in successfully navigating the financial markets. These services include research and trade alerts regarding equities, options, FOREX, ETFs, binary options, 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 his or her financial situation. In addition to our education subscriptions, through a distribution arrangement we have with a third party, we have provided our members with an opportunity to purchase through such third party, a specialty form of adaptive digital currency called “ndau”. Through our direct selling network, we reward our distributors with commissions under a standard bonus plan that allows for discretionary bonuses based on performance. We also operate a blockchain technology business that provides leading-edge research, development, and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. As well, in order to, among other things, commercialize on the proprietary trading platform we recently acquired from MPower Trading Systems, LLC, take advantage of the market’s increasing acceptance and expansion of the ownership and use of digital currencies as an investable asset class, subject to applicable regulatory limitations, and to proactively respond to increasing regulatory scrutiny relative to cryptocurrency products, we have adopted a growth plan that contemplates the creation of a financial services business that will include self-directed brokerage services, institutional trade execution services, innovative advisory services (RIA, CTA), and codeless algorithmic trading technologies, which will operate under our recently formed subsidiary, Investview Financial Group Holdings, LLC (“IFGH”). Towards that end, during March 2021, we entered into an agreement to acquire a brokerage firm from an affiliate of our former Chief Executive Officer. However, due to complications relating to Mr. Cammarata’s then ongoing legal proceedings, even though unrelated to the Company, we were caused to terminate this agreement during 2022, and continue our search for alternative acquisitions within the brokerage industry.

Impact of COVID-19

While COVID-19 related supply chain issues continue to create challenges for us in acquiring supplies and equipment for SAFETek, we have successfully sourced new equipment, repaired existing equipment and expanded our operations to include repair of third-party equipment and the creation of mobile mining trailers and containers.

COVID-19 related travel challenges also impacted iGenius distribution and marketing operations, however, the member base quickly adapted and leveraged on-line meeting services which in turn expanded interest and attention.

Both the supply chain issues and travel-related challenges as a result of the worldwide pandemic remain today, but we anticipate these lessening as worldwide vaccines increase and employees return to work.

Recent Planned and Completed Acquisitions

During 2021, we planned a series of transformational acquisitions as part of our overall strategy to expand the scope of our business into the financial services sector.

First, on March 22, 2021, we entered into agreements to purchase 100% of the operating assets of SSA Technologies LLC (“SSA”), an entity that owns and operates a FINRA-registered broker-dealer controlled and partially owned by Joseph Cammarata, our former Chief Executive Officer. Pursuant to these agreements, we agreed to acquire the SSA assets, including, principally, the broker-dealer, for the issuance of non-voting membership interests in our wholly owned subsidiary, Investview Financial Group Holdings, LLC (“IFGH”), which are in the future redeemable for 242,000,000 Investview common shares on a one-for-one basis.

Contemporaneously, we entered into Securities Purchase Agreement to acquire the operating assets and intellectual property rights of MPower Trading Systems LLC (“MPower”), a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members. Included within the acquisition was Prodigio, a proprietary software-based trading platform with applications within the brokerage industry. In consideration for the acquisition of such assets, we agreed to issue non-voting Class B membership interests in our wholly owned subsidiary, IFGH, which are in the future redeemable for 565,000,000 Investview common shares on a one-for-one basis (the “Class B Redeemable Units”). The Class B Redeemable Units to be issued in the transaction are being held under and subject to a lock-up agreement in which resale of the Investview common shares is substantially restricted through 2025. Messrs. Bell and Rothrock, managers and principal equity holders of MPower, are also members of our Board of Directors. Following full disclosure of their interest, the transaction was approved by the full Investview Board of Directors, including unanimous support by its then independent directors. The purchase price for the MPower assets was determined through negotiations with the Investview directors without a conflicting interest in the transaction, and was based generally on the perceived deeply discounted commercial fair market value of the Class B Redeemable Units exchanged in the transaction on the date of the original Securities Purchase Agreement in March 2021, taking into account, among others, the then limited liquidity and volatility associated with the Company’s shares into which the Class B Units were redeemable, as well as the impact of a cumulative lock-up period that substantially restricted the resale of the shares through 2025.

The acquisition of the operating assets and intellectual property rights of MPower was completed on September 3, 2021. However, due to delays and complications relating to Mr. Cammarata’s then ongoing legal proceedings, even though unrelated to the Company, we were caused to terminate the agreement to acquire the SSA assets during 2022 and continue our search for alternative acquisitions within the brokerage industry. The acquisition of MPower was not expected to be immediately accretive to our results; however, together with our planned acquisition of the SSA registered broker-dealer (or another broker-dealer if the SSA acquisition is not consummated), it was expected to become a fundamental part of an overall strategy to create our new Brokerage and Financial Markets business. We still believe this to be possible, however, we will need to acquire a registered broker-dealer, if at all possible, to attempt to realize the expected synergistic value of the MPower assets.

Other material developments during 2021 and 2022

In addition to the achievements above, the Company also completed the following strategic actions:

5/5/2021 – All Founders, Executives, Insiders and Key Shareholders signed a Voluntary Lock-Up Extension of their shares.

6/6/2021 – Ralph R. Valvano was hired as the Company’s Chief Financial Officer expanding the Corporate Finance Team with Jayme McWidener named as the Chief Accounting Officer.

7/20/21 – SAFETek, LLC successfully opened a State-of-the-Art ASIC Bitcoin Miner Repair Center and Digital-Asset Network-Operations-Center Facility in Texas USA.

8/22/2021 – We completed a public offering of approximately $6.3 million of Units consisting of: (i) one share of our 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. Holders of our Series B Preferred Stock 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. Each Warrant is immediately exercisable on the date of issuance and will expire 5 years from the date of issuance.

Q1-2022 – We restructured our Board of Directors and executive management team. This occurred as we entered into a Separation and Release Agreement with two of our former Directors and executive officers and following the termination of our former CEO in Q4-2021 in light of pending government charges relating to an outside business venture that was totally unrelated to the Company. This was accomplished in conjunction with the appointment of personnel that offers extensive experience and offer a track record of business achievements that we expect will support the Company’s future initiatives. On February 23, 2022, we announced the restructuring of our executive leadership with the February 10, 2022 appointment of Victor M. Oviedo as the Company’s new Chief Executive Officer and as a director; the appointment of David B. Rothrock as Chairman of the Board of Directors and chair of our Up-listing Initiative Sub-Committee; the transition of James R. Bell from acting Chief Executive Officer to President and Chief Operating Officer, and the appointment of Myles Gill as Director of Operations, all of which were effective as of February 22, 2022.

Q1-2022 – Our Board of Directors approved the Investview, Inc. 2022 Incentive Plan which provides a variety of incentive awards consisting of stock options, restricted stock, restricted stock units, and reserves for issuance up to 600,000,000 shares of Investview common stock.

Q1-2022 – We adopted a Clawback and Forfeiture Policy in general conformity with the Sarbanes-Oxley Act of 2002 pursuant to which we may recover any bonus or other incentive-based or equity-based compensation and certain profits realized from the sale of our securities from our current and former executives.

Q2-2022 – Investview, Inc. (the “Company”) we terminated the Stock Purchase Agreements dated March 22, 2021, under which the Company was to acquire a broker-dealer from SSA, an affiliate of the Company’s former CEO, Joseph Cammarata, due to complications relating to Mr. Cammarata’s then ongoing legal proceedings, even though unrelated to the Company, and announced our search for alternative acquisitions within the brokerage industry.

Q2-2022 – We restructured unvested incentive equity awards previously granted to our senior leadership team by which our senior management team and board of directors surrendered and terminated an aggregate of approximately 288 million outstanding unvested restricted shares in exchange for the issuance of options to purchase approximately 360 million shares, vesting in equal amounts over a five-year period, at an exercise price of $0.05 per share, or approximately a 66% premium over the closing price of the Company’s shares on Thursday, June 23, 2022. Of particular note, the shares issuable, if at all, upon exercise of the options, remain subject to the terms of the Company’s existing lock-up agreement through April 2025.

Results of Operations

The results of operations presented and marked for the year ended December 31, 2021, as “unaudited” below are based on a pro forma combination of our unaudited results for the quarter ended March 31, 2021, together with the audited results for the nine-months ended December 31, 2021.

Year Ended December 31, 2022, Compared to Year Ended December 31, 2021

Revenues

Revenue, net, decreased $27,436,746, or 31%, from $89,285,650 for the year ended December 31, 2021, to $61,848,904 for the year ended December 31, 2022. The decrease can be explained by a $608 thousand decrease in our net subscription revenue, a $19.6 million decrease in our mining revenue, and a $7.4 million decrease in our cryptocurrency revenue. The $608 thousand (1%) decrease in subscription revenue and $7.4 million decrease in cryptocurrency revenue was due to the overall global financial markets experiencing unprecedented volatility and decline. With key cryptocurrency players like FTX, Voyager, BlockFi, and Celcius filing chapter 11 or bankruptcy and the S&P returning historic lows in 2022, demand for our iGenius subscription products and services slightly declined. In addition, the consistent negative news cycle regarding inflation and financial markets created increased selling friction for our distributors as they faced the similar market fears and sentiment. The $19.6 million (62%) decrease in mining revenue was primarily the result of the 40.56% decrease in the average price of Bitcoin in 2022 (2022 average price of $28 thousand vs an average price of $47 thousand in 2021) as well as, an increase of 49.56% in the average Bitcoin mining difficulty level from 20.36 terahash in 2021 to 30.45 terahash in 2022.

Operating Costs

Operating costs decreased $42,491,722, or 38%, from $112,953,412 for the year ended December 31, 2021, to $70,461,690 for the year ended December 31, 2022. We experienced a decrease in our cost of sales and services of $756 thousand primarily to the closure and consolidation of our Colorado Bitcoin mining facility in 2021 into our Iceland based Bitcoin mining hosting facility. We recorded a decrease in commissions of $7.2 million which was due to overall decreases in subscription and cryptocurrency sales activity during the year. We recorded a decrease in general and administrative costs of $50.1 million which could mostly be explained by $51.6 million worth of general and administrative costs recognized in the year ended December 31, 2021 that was attributable to a non-recurring and non-cash charge arising from the manner in which the acquisition of the Prodigio Smart Trading Platform, as well as the other operating assets and intellectual property rights of MPower Trading Systems, LLC, was accounted for in our financial statements We recorded an increase in salary and related costs of $2.3 million due to additional employees hired during 2022 and the launch of a common stock option program. We recorded $719 thousand in bad debt expense for the year ended 2021 due to one of our merchants going out of business, with no similar scenarios in the current year. We also recorded an increase in our impairment expense of $14 million, as during the year ended December 31, 2022, we impaired $6 million worth of fixed asset mining equipment wrote-off $676 thousand worth of inventory, $690 thousand worth of other assets, and $7.2 million worth of intangible assets due to our concern with recoverability of the Prodigio Smart Trading Platform.

Other Income (Expense)

We recorded other expense of $4,005,603 for the year ended December 31, 2022, which was a difference of $4,250,333, or 1737%, from the prior period other income of $244,730. The changes due to smaller gains on debt extinguishment ($455 for the year ended December 31, 2022 compared to $979 thousand for the year ended December 31, 2021) and on the fair value of derivative liability ($45 thousand for the year ended December 31, 2022 compared to $168 thousand for the year ended December 31, 2021) plus a loss on cryptocurrency of $1.6 million for the year ended December 31, 2022 versus a $1.8 million gain for the year ended December 31, 2020.

Liquidity and Capital Resources

During the year ended December 31, 2022, we met our short-and long-term working capital and capital expenditure requirements, including funding for operations, capital expenditures, growth initiatives, and for dividends on our Series B Preferred Stock, through net cash flows provided by operating activities. We believe we will have sufficient resources, including cash flow from operations and access to capital markets, to meet debt service obligations in a timely manner and be able to meet our objectives.

During the year ended December 31, 2022 we recorded a net loss of $12,944,944, however, this was mostly due to our non-cash impairment expense of $14.6 million that was recorded to write-off $6 million worth of fixed assets, $676 thousand worth of inventory, $690 thousand worth of other assets, and $7.2 million worth of intangible assets. The impairment was due to disposals, assets being abandoned, and, in some cases, an estimate of expected future cash flows that was less than the assets carrying value. The impairment expense was a non-cash charge that had no impact on our cash flow or our liquidity and capital resources. After excluding the $14.6 million impairment expense, we were able to show net income from operations of $1.7 million and we showed $9.4 million of cash provided by our operating activities. We used this cash from operations, along with cash on hand, to fund the purchase of $15.3 million worth of fixed assets and to make payments for our financing activities of $6.3 million. As a result, our cash, cash equivalents, and restricted cash decreased by $11,128,008 to $21,488,898 as compared to $32,616,906 at the beginning of the fiscal year. As of December 31, 2022 we have a working capital balance of $14,249,427 and our unrestricted cryptocurrency balance was reported at $2,360,957.

Commitments and Contingencies

At December 31, 2022, we had related party debt of approximately $2 million and debt of approximately $8.4 million of which we owe $7.9 million to the holders of long-term notes that we issued in connection with a lease buyback program we initiated in September 2020.

Through June 2020, we sold high powered data processing equipment (“APEX”) to our customers, and they leased the equipment back to us on terms sufficient for the customers to recover their investment and an agreed upon return on their investment. On June 30, 2020, we temporarily discontinued the APEX program to assess the impact on the Company of COVID-19 related delays in the manufacturing and shipping of the APEX processing equipment, and to determine our ability to meet the lease commitments in light of such delays. Having concluded that we would be unable to meet the APEX lease obligations, in September 2020, we commenced a buyback program in which we offered to repurchase such equipment and cancel the existing lease, by way of a 48-month promissory note that included repayment terms to ensure an agreed-upon return on their initial purchase price. As a result of the buyback program, we entered into notes with third parties totaling $19,089,500 and notes with related parties of $237,720 in exchange for $474,155 worth of customer advances on the APEX leases and the release of $22,889,331 of the net APEX lease liability.

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 48,000,000 shares of our common stock, issuing 49,418 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 remaining balance of the debt. During the year ended December 31, 2022 we repaid a portion of the debt with cash payments of $973,000 and issuances of cryptocurrency valued at $2.0 million.

Included in the then discontinued Apex sale and leaseback program was a total protection plus (“TPP”) program administered and managed by a third-party provider, an affiliate of a global insurance brokerage firm. According to marketing and legal documents provided by the third-party provider, the TPP program would function as a supplemental financial guaranty by providing the Apex program customers with protection for the purchase price of such equipment, which could be redeemed by the customer by exercising an option for a cash payout to be paid by the third-party provider after a certain period of time, either 5 or 10 years. The premium for the TPP program was included in the Apex program, at no additional cost to the customer. We have also historically offered our iGenius members the opportunity to participate in a TPP program administered and managed by such third-party provider in connection with such members’ purchases of ndau through the Oneiro ndau distribution program. According to marketing and legal documents provided by the third-party provider, the TPP would function to provide a supplemental financial guaranty for the purchase price of the ndau. Customers could redeem such protection by exercising an option for a cash payout to be paid by the third-party provider after 5 or 10 years.

During the fourth calendar quarter of 2021, we suspended any further offering of the TPP program in connection with the sale of ndau after the third-party provider was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality entitlements. That suspension has remained in place as we have been unable to further validate the continued integrity of the TPP program and the vendor’s ability to honor its commitments to our members. We cannot ensure that such third-party provider will comply with its contractual requirements, which could cause our members to not achieve the level of return on their investments expected, and possibly expose us to claims that could have an adverse effect on our business, financial condition, and operating results.

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 several significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policies involves the most complex, difficult, and subjective estimates and judgments.

Basis of Accounting

Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Prior to September 20, 2021 we operated the Company on a March 31, fiscal year end. Effective September 30, 2021 we changed our fiscal year to December 31.

Principles of Consolidation

The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries: iGenius, LLC (formerly Kuvera, LLC), Kuvera France S.A.S (through its closure date in June of 2021), Apex Tek, LLC (formerly Razor Data, LLC), SAFETek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, Investment Tools & Training, LLC, iGenius Global LTD (formerly Kuvera (N.I.) LTD), Investview Financial Group Holdings, LLC, and Investview MTS, LLC. 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

Subscription Revenue

Most 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 designated 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 subscription. 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 December 31, 2022 and 2021 our deferred revenues were $2,074,574 and $3,288,443, 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, prior to the fourth quarter 2021, included a product protection option that allows the purchaser to protect their initial purchase price. The protection purportedly allowed 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. However, during the fourth calendar quarter of 2021, we suspended any further offering of the product protection option after the third-party provider was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality entitlements. That suspension has will remained in place as we have been unable until we are able to further validate the continued integrity of that program and the vendor’s ability to honor its commitments to our members.

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 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, at which time we recognize revenue and the amounts due to our suppliers on our books. As of December 31, 2022 and 2021 our customer advances related to cryptocurrency revenue were $96,609 and $75,702, respectively.

Mining Equipment Repair Revenue

Through our wholly owned subsidiary, SAFETek, LLC, we repair broken mining equipment for sale to third-party customers. We recognize miner equipment repair 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 the promised goods to our customers.

Digital Wallet Revenue

We generate revenue from the sale of digital wallets to our customers through an arrangement with a third-party supplier. We offer three tiers of wallets which include different features. The digital wallets are delivered by a third-party supplier. The sale of digital wallets to our customers was discontinued during the year ended December 31, 2022.

We recognize digital wallet 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 the wallet to our customers and payment is received from our customers at the time of order placement.

Revenue generated for the year ended December 31, 2022, was as follows:

Foreign revenues for the year ended December 31, 2022 was approximately $42.3 million while domestic revenue for the year ended December 31, 2022 was approximately $19.5 million.

Revenue generated for the nine months ended December 31, 2021, was as follows:

Foreign revenues for the nine months ended December 31, 2021 were approximately $41.3 million while domestic revenue for the nine months ended December 31, 2021 was approximately $30.9 million.

Recent Accounting Pronouncements

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

Off-Balance Sheet Arrangements

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

Trends, Risks, and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all 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; price competition or pricing changes in the market; technical difficulties or system downtime; and general economic conditions.

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.

Companies trading on the OTCQB tier of OTC Markets, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and must be current in their reports under Section 13, to maintain price quotation privileges on the OTCQB tier. If we fail to remain current on our reporting requirements, we could be removed from the OTCQB tier. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are not required to provide the information required by this item.

Item 8. Financial Statements and Supplementary Data

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 Exchange 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 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, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on this evaluation management concluded that our disclosure controls and procedures were effective as of December 31, 2022.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of our financial statements 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 Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). While our initial assessment, completed on December 31, 2022 deemed internal controls effective, based upon a further evaluation of market conditions during our annual audit, which was conducted subsequent to December 31, 2022, we modified managements initial estimates and projections used in our asset impairment in a manner that caused audit adjustments. Accordingly, management concluded there was a material weakness in our internal control over financial reporting at December 31, 2022, based on the COSO framework criteria, since management lacked a formal policy of inputs in testing for impairment resulting in adjusting journal entries.

Management’s report on internal control over financial reporting was not subject to attestation by our registered public accounting firm pursuant to Securities and Exchange Commission rules 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 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 December 31, 2022, 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.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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:

David B. Rothrock has extensive executive management, board, and operational expertise in the automobile industry, fintech, financial services, residential and commercial real estate, property management, corporate financing, private equity, utility technology, environmental remediation services, insurance, wine retail operations and distribution, and wealth management. Mr. Rothrock is the chief executive officer of DBR Capital, LLC. Through his leadership, guidance, and vision, in key roles as president and chief executive officer of DBR Capital LLC, MPower Trading Systems, LLC, Cedar Crest Partners G.P. LLC, and Rothrock Motors Sales, Inc. (a group of franchised automobile dealerships), these businesses collectively generated over $300 million in annual sales revenue. Mr. Rothrock is an active board member of charitable organizations that support breast cancer research and women’s health and fitness as well as the arts and theater in Lehigh Valley, PA. Mr. Rothrock has a B.S. in Business Management graduating Magna Cum Laude from Widener University and holds a J.D. from the New York Law School with bar admittance to New York, New Jersey, and Pennsylvania. Mr. Rothrock was appointed to the Board at the request of DBR Capital, LLC, pursuant to the terms of a Voting Agreement between DBR Capital and certain key holders of our common stock dated April 27, 2020 and amended November 9, 2020. Mr. Rothrock is the sole owner of DBR Capital, LLC. See Item 13. Certain Relationships and Related Transactions, and Director Independence. We believe Mr. Rothrock is qualified to serve as a director due to his executive management, board, and operational expertise across multiple disciplines and industries.

Victor M. Oviedo has served for the past 4 years as co-founder and Managing Partner for StageLight Group, a strategic capital and advisory firm which provides strategic capital to early and growth-stage companies. Previously, he was a Partner at SkyBridge Capital and Global Head of Business Development & Strategy where he was directly responsible for the firm’s growth, international expansion, new business development and brand strategy initiatives. During his 12-year tenure, he was instrumental in growing the firm’s assets from $300M to $14B, acquiring their flagship fund-of-fund business and creating & launching the world-renowned SALT Conference. Prior to joining SkyBridge, Mr. Oviedo was a Senior Consultant within Oliver Wyman’s capital markets division where he focused on international acquisitions and growth strategies for major financial institutions. In addition, he was a Manager of Strategic Growth for Kozmo – a venture capital funded start-up. He began his career as an investment banker at Donaldson, Lufkin & Jenrette (DLJ) within the media & communications team. Mr. Oviedo received an MBA in Finance & Entrepreneurship from the Wharton School at the University of Pennsylvania and a MA in Advance International Studies from the Paul H. Nitze School of Advanced International Studies (SAIS) at Johns Hopkins University. He also graduated with honors with a BSFS in International Economics from the Edmund A. Walsh School of Foreign Service at Georgetown University. We believe Mr. Oviedo is qualified to serve as a director based on his role as our Chief Executive Officer and his extensive management experience in the financial industry.

James R. Bell has extensive experience in financial management and operations with more than 30 years of experience in the capital markets. Previously, as co-founder and chief executive officer of MPower Trading Systems, LCC, Mr. Bell was responsible for overseeing all principal functions of the firm, including corporate strategy and deployment of initiatives, product, and partnerships. Mr. Bell has been at the forefront of online trading since its infancy. Prior to co-founding MPower in 2004, Mr. Bell served as managing director of trading development of thinkorswim-TD Ameritrade, Inc. from 2002-2011, where he led the company’s product and technology team to develop client digital content. Mr. Bell is co-founder and passive investor of Shadow Trader Technologies, which provides real-time digital financial research and education content to TD Ameritrade/Charles Schwab (2004-present). Prior to MPower, Mr. Bell also co-founded B/C Interactive Trading Technologies in 2001, which was ultimately sold to MPower in 2004. Prior to B/C, Mr. Bell served as SVP of Janney Montgomery Scott, and before that position, with Morgan Stanley. Mr. Bell studied economics and business management at Frostburg State University. Mr. Bell holds multiple business accreditations and previously held securities licenses, including FINRA Series 7, FINRA Series 55, and FINRA Series 63. Mr. Bell was appointed to the Board at the request of DBR Capital, LLC, pursuant to the terms of a Voting Agreement between DBR Capital and certain key holders of our common stock dated April 27, 2020 and amended November 9, 2020. We believe Mr. Bell is qualified to serve as a director due to his extensive experience in financial management and operations.

Myles P. Gill has held several key leadership roles and brings significant knowledge and expertise in various disciplines following an 18-year career that began as a Naval Officer. From 2017 -2021, Mr. Gill had been President/ CIO for Mannis Operations Group, a private family office. In that role, Mr. Gill provided strategic direction, vision, leadership, and management in all functional areas (including investments, operations, environmental, social, governance, trust and estate planning/compliance, risk management, legal, human resources) for a $2B AUM, 23 entity single-family office. Mr. Gill earned a Bachelor of Science degree in Mathematics and Oceanography as a Naval Officer from the United States Naval Academy.

Ralph R. Valvano has over 26 years of global finance and transformation experience in the financial services industry. Mr. Valvano’s prior experience included the positions of CFO/COO of J.C. Flowers Asset Management, part of a $15 billion-dollar private equity firm, Financial Operations and Principal (FinOp) of J.C. Flowers Securities, a FINRA registered broker-dealer, and CFO of Flowers National Bank NA. Prior to that Mr. Valvano held various roles at JPMorgan Chase & Co. and ended his tenure as the Global Investment Bank Management Controller. Mr. Valvano began his career as a financial services auditor for PricewaterhouseCoopers. He earned a BS in Accounting from William Paterson University, a MS in Tax from Fairleigh Dickinson University and obtained his CPA license in 1994.

Jayme L. McWidener earned her bachelor’s degree and Masters of Business Administration from Drake University and became an auditor for Cahaba GBA in 2001 before joining HJ & Associates, LLC (“HJ”) in January 2004 as an audit staff member. She obtained her CPA license in 2007 and worked at HJ focusing on auditing SEC reporting companies, eventually being promoted to an audit senior and audit manager before she became a partner at HJ in January 2014. Ms. McWidener spent just over 2 years as a partner with HJ and with its successor, Haynie & Company. In April of 2016 she established Mac Accounting Group, LLP, specializing in PCAOB audits for SEC reporting companies and AICPA audits for private companies in a variety of industries.

Our directors are elected for a term of one year and until their successors are qualified, nominated, and elected. We currently have four vacancies on our board of directors. Two vacancies were created by the resignations of Mario Romano and Annette Raynor and two vacancies have never been filled after we agreed to expand the size of the board of directors to seven members in connection with the investment of DBR Capital, LLC.

Role of the Board

It is the paramount duty of the board to oversee our management in the competent and ethical operation of the company on a day-to-day basis and to assure that the long-term interests of the shareholders are being served. To satisfy this duty, the directors take a proactive, focused approach to their position, and set standards to ensure that we are committed to business success through maintenance of ambitious standards of responsibility and ethics.

The board of directors met formally seven times and acted by written consent four times during the year ended December 31, 2022.

Special Governance Rights Associated with the Investment of DBR Capital, LLC

In connection with its investment, DBR Capital, LLC, has been accorded certain special governance rights, including the right to appoint four of our seven director’s positions (of which, four remain vacant) so long as it holds a convertible note or any of our other securities. The investment agreements also require that certain capital, financial and other material actions of our board of directors be approved by at least one DBR Capital-appointed director, who shall be David B. Rothrock if he is then serving as a director. DBR Capital appointed David B. Rothrock and James R. Bell to two of its four nominee positions, with the other two nominee positions remaining vacant. If we default under the investment agreements, DBR Capital, LLC, will have the right remove any directors it did not appoint and appoint its designees to fill all seven positions on the board of directors.

Committees

Our business, property, and affairs are managed by or under the direction of the board of directors. Members of the board are kept informed of our business through discussion with the chief executive and financial officers and other officers, by reviewing materials provided to them, and by participating at meetings of the board and its committees.

Audit Committee

We currently do not have a designated audit committee, and accordingly, our board of directors preapproves all audit and permissible non-audit services provided by the independent auditor, including audit, audit-related, tax, and other services. Preapproval is generally provided for up to one year, detailed as to the service or category of services, and subject to a specific budget. The independent auditor and management are required to periodically report to our board of directors regarding the extent of services provided by the independent auditor in accordance with this preapproval and the fees for the services performed to date. The board of directors may also preapprove particular services on a case-by-case basis.

Compensation Committee

We currently do not have a designated compensation committee, and accordingly, our board of directors will approve all compensation matters until such committee is established and approved.

Code of Ethics

We have a code of ethics that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer, and the directors, a copy of which is available in the Employee Handbook. We intend to disclose any changes in or waivers from our code of ethics by posting such information on our website or by filing a Form 8-K.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. Our officers, directors, and 10% stockholders made the required filings pursuant to Section 16(a) for all reports required to be filed in the year ended December 31, 2022.

Item 11. Executive Compensation

Directors’ Compensation

Our directors were awarded compensation for their services as directors as follows:

On November 9, 2020, David B. Rothrock was awarded board fees of $75,000 annually, to be paid in monthly amounts of $6,250, and 50,000,000 shares of restricted common stock to vest in equal amounts in November 2021, 2022, and 2023 (subjected to continued service on the board of directors). In February 2022, Mr. Rothrock’s board retainer was increased to $96,000 annually and we agreed to grant him an additional 35,000,000 shares of restricted stock for his service as a director following the filing and effectiveness of a registration statement on Form S-8. Those shares were to have vested over a five-year period. As part, however, of an overall restructuring of executive compensation, during June 2022, Mr. Rothrock surrendered the unvested rights he had in and to 33,333,332 of the restricted shares he was awarded during 2020 for future Board service, and all of the 35 million restricted shares we had agreed to issue to him in February 2022, in exchange for options to purchase an aggregate of 85,416,668 shares of our common stock at an exercise price of $.05 per share. The options are subject to vesting over a five-year period following the date of grant.

On November 9, 2020, James R. Bell was awarded board fees of $75,000 annually, to be paid in monthly amounts of $6,250, and 45,000,000 shares of restricted common stock to vest in equal amounts in November 2021, 2022, and 2023 (subjected to continued service on the board of directors). As part of an overall restructuring of executive compensation, during June 2022, Mr. Bell surrendered the unvested rights he had in and to 30 million of the restricted shares he was awarded during 2020 for future Board service, in exchange for options to purchase an aggregate of 37,500,000 shares of our common stock at an exercise price of $.05 per share. The options are subject to vesting over a five-year period following the date of grant. In addition, Mr. Bell also receives additional compensation for his services as an executive officer of the Company.

In February 2022, in addition to shares he was to receive for his service as an executive officer of the Company, we agreed to grant Victor M. Oviedo 20,000,000 shares of restricted common stock for his service as a director once we filed and secured effectiveness of a registration statement on Form S-8. Those shares were to have vested over a five-year period. However, as part of an overall restructuring of executive compensation, during June 2022, Mr. Oviedo surrendered the unvested rights he had in and to the 20 million restricted shares we had previously agreed to issue to him, in exchange for options to purchase an aggregate of 25 million shares of our common stock at an exercise price of $.05 per share. The options are subject to vesting over a five-year period following the date of grant. In addition, Mr. Oviedo also receives additional compensation for his services as an executive officer of the Company.

Executive Officers’ Compensation

The following table sets forth information concerning the annual and long-term compensation earned by our chief executive officer and to other persons who served as executive officers as, at, or during the year ended December 31, 2022 and the nine-month transition period ended December 31, 2021 (the “named executive officers”), for services as executive officers for the last two periods.

Summary Compensation Table

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2022, the following stock option awards were issued and exercisable for the Company’s executive officers.

Employment Agreements and Revenue Share Agreements

Effective October 1, 2017, the Company entered into Founder Employment Agreements with Annette Raynor, then Chief Operating Officer, and Mario Romano, then Director of Finance and Investor Relations. The terms and covenants in the agreements were the same for each of the founders and had a term of five years that automatically renews for three successive five-year terms unless terminated prior to the 90th day following the expiration of the applicable term. The agreements provided for an annual salary of $225,000 with annual reviews by the board of directors or the designated compensation committee to determine whether an increase in salary is appropriate based on our results of operations, increased activities, or responsibilities of the founder, or such other factors as the board of directors or the designated compensation committee thereof may deem appropriate. Those agreements were terminated upon the January 6, 2022, resignations of Ms. Raynor and Mr. Romano.

On September 6, 2019, the Company entered into an Employment Agreement with Jayme McWidener that became effective September 15^, 2019, appointing her as Chief Financial Officer. The Employment Agreement has a term of two years commencing on the effective date and automatically renews for one-year periods for three consecutive years, unless terminated prior to the 90^th day following the expiration of the applicable term. Compensation for the position is $175,000 per year plus expenses. Other consideration is 20,000,000 restricted shares of the Company’s common stock vesting over a two-year period with one third vesting upon issuance and one third vesting on each of the next two anniversaries. On June 7, 2021, the Company amended the September 6, 2019 Employment Agreement to appoint Ms. McWidener as Chief Accounting Officer.

On November 29, 2019, an Employment Agreement was entered into between the appointed Chief Executive Officer, Joseph Cammarata and Investview, Inc. that became effective on December 1, 2019. The contract was for a term of five years and provided a salary compensation of $1 per year, 20,000,000 shares to be issued that vested immediately, and additional equity awards that could be earned upon the Company achieving certain milestones that were not met. That agreement was terminated when we terminated Mr. Cammarata’s employment for cause on December 7, 2021.

On June 4, 2021, we entered into an Employment Agreement with Ralph Valvano to take effect June 7, 2021, appointing him as the Chief Financial Officer of Investview, Inc. The contract has a term of one year commencing on the effective date and automatically renews for one-year periods for four consecutive years, unless terminated. Compensation for the position is $225,000 per year. Other consideration was 6,500,000 restricted shares of the Company’s common stock vesting over a five-year period with 20% vesting upon each annual anniversary of employment. On or about June 24, 2022, we entered into an amended and restated employment agreement with Mr. Valvano pursuant to which he will receive an annual salary of $285,000 with additional quarterly incentive cash and common stock bonuses to be paid if certain target key performance indicators are achieved. In addition, Mr. Valvano shall be eligible to receive: (i) periodic cash and common stock “Market Capitalization” bonuses once we achieve certain pre-determined minimum levels of market capitalization, share price and trading volume; and (ii) a one-time cash “Up-Listing” bonus upon our shares being listed on the Nasdaq Stock Market, the New York Stock Exchange, the NYSE American or such other national stock exchange as approved by the board of directors (or committee thereof). We have also agreed to grant Mr. Valvano options to purchase 37,500,000 shares of common stock at an exercise price of $.05 per share, subject to a seven-year term and vesting over a five-year period. Mr. Valvano surrendered all rights in and to the prior grant of restricted shares he had received.

On February 10, 2022, we entered into an employment agreement with Victor M. Oviedo, our new Chief Executive Officer. Mr. Oviedo will receive an annual salary of $415,000 with additional quarterly incentive cash and common stock bonuses to be paid if certain target key performance indicators are achieved. In addition, Mr. Oviedo shall be eligible to receive: (i) periodic cash and common stock “Market Capitalization” bonuses once we achieve certain pre-determined minimum levels of market capitalization, share price and trading volume; and (ii) a one-time cash “Up-Listing” bonus upon our shares being listed on the Nasdaq Stock Market, the New York Stock Exchange, the NYSE American or such other national stock exchange as approved by the board of directors (or committee thereof). We had also agreed to grant Mr. Oviedo 80,000,000 shares of restricted common stock (60 million of which vest over a five-year period based upon his service as an executive officer, and 20 million of which vest over a five-year period based upon his service as a director of the Company). These shares were to be issued upon effectiveness of a registration statement on Form S-8. However, as part of an overall restructuring of executive compensation, during June 2022, Mr. Oviedo surrendered the unvested rights he had in and to the 80 million restricted shares we had agreed to issue to him in February 2022, in exchange for options to purchase an aggregate of 100 million shares of our common stock at an exercise price of $.05 per share. The options are subject to a seven-year term and vest over a five-year period following the date of grant.

On February 22, 2022, we entered into an employment with our President and Acting Chief Operating Officer, James R. Bell. Mr. Bell will receive an annual salary of $335,000 with additional quarterly incentive cash and common stock bonuses to be paid if certain target key performance indicators are achieved. In addition, Mr. Bell shall be eligible to receive: (i) periodic cash and common stock “Market Capitalization” bonuses once we achieve certain pre-determined minimum levels of market capitalization, share price and trading volume; and (ii) a one-time cash “Up-Listing” bonus upon our shares being listed on the Nasdaq Stock Market, the New York Stock Exchange, the NYSE American or such other national stock exchange as approved by the board of directors (or committee thereof). We had agreed to grant Mr. Bell 60,000,000 shares of restricted common stock upon effectiveness of a registration statement on Form S-8, with such shares to vest over five years, for his service as an executive officer. However, as part of an overall restructuring of executive compensation, during June 2022, Mr. Bell surrendered the unvested rights he had in and to the 60 million restricted shares we had agreed to issue to him in February 2022, in exchange for options to purchase an aggregate of 75 million shares of our common stock at an exercise price of $.05 per share. The options are subject to a seven-year term and vest over a five-year period following the date of grant.

On February 22, 2022, we entered into an employment agreement with our Director of Operations, Myles Gill. Mr. Gill will receive an annual salary of $250,000 with additional quarterly incentive cash and common stock bonuses to be paid if certain target key performance indicators are achieved. In addition, Mr. Gill shall be eligible to receive: (i) periodic cash and common stock “Market Capitalization” bonuses once the Company achieves certain pre-determined minimum levels of market capitalization, share price and trading volume; and (ii) a one-time cash “Up-Listing” bonus upon our shares being listed on the Nasdaq Stock Market, the New York Stock Exchange, the NYSE American or such other national stock exchange as approved by the board of directors (or committee thereof). We had also agreed to grant Mr. Gill 20,000,000 shares of restricted common stock upon effectiveness of a registration statement on Form S-8, with such shares to vest over five years, based upon his service as an executive officer. However, as part of an overall restructuring of executive compensation, during June 2022, Mr. Gill surrendered the unvested rights he had in and to the 20 million restricted shares we had agreed to issue to him in February 2022, in exchange for options to purchase an aggregate of 25 million shares of our common stock at an exercise price of $.05 per share. The options are subject to a seven-year term and vest over a five-year period following the date of grant.

We have also entered into indemnification agreements with our current named executive officers and directors.

Potential Payments Upon Termination of Employment or Change in Control

Employment Agreements

The employment agreements with our named executive officers contain severance provisions, including in connection with a change of control, intended to induce these executives to continue employment with our Company and to retain them and provide consideration to them for certain restrictive covenants that apply following a termination of employment.

Under each of our employment agreements with Messrs. Oviedo, Bell, Valvano and Gill, we may terminate the agreement at any time. If we terminate the agreement due to the executive’s disability or death, the executive’s unvested options that are scheduled to vest during the period from the date of termination through the next scheduled vesting date will immediately vest and the remaining unvested options shall terminate and be forfeited, and we must pay to the executive or his estate, no later than 90 days following his termination, any quarterly cash bonuses, market capitalization bonuses, up-listing cash bonuses that he earned for any fiscal quarters prior to the termination of his employment, as well as a lump sum amount in cash equal to 6 months base salary. If the executive terminates the agreement for good reason or we terminate for any reason other than for cause, (i) we must pay to the executive an amount equal to his base salary as salary continuation payments over six months if his termination occurs on or before the first anniversary of his employment or, for Mr. Oviedo, over twelve months if his termination occurs after the first anniversary of his employment; (ii) his unvested options that are scheduled to vest during the severance period will immediately vest and the remaining unvested options shall terminate and be forfeited; (iii) we must pay to the executive, no later than 90 days following his termination, any quarterly cash bonuses, market capitalization bonuses, up-listing cash bonuses that he earned for any fiscal quarters prior to the termination of his employment; and (iv) we shall pay or reimburse him for his and his covered dependents continued coverage under our group medical, dental and health plans during the applicable severance period. The employment agreements with Messrs. Oviedo, Bell, Valvano and Gill also contain a change of control provision whereby the executive’s unvested options shall immediately vest if his employment is terminated without cause or for good reason within 12 months of a change in control. For purposes of these employment agreements, the term “change in control” is as defined in our 2022 Incentive Plan. The receipt of any severance by these executives is conditioned upon his execution of a broad release of claims.

Other Change in Control Arrangements

The Investview, Inc. 2022 Incentive Plan under which awards have been issued to our named executive officers and directors contains “change in control” provisions. Under the 2022 Incentive Plan, without limiting the authority of the Board or a committee delegated authority by the Board to adjust awards, if a “change in control” of the Company occurs, then, unless otherwise provided in the award or other agreement, if an award is continued, assumed or substituted by the successor entity, the award will not vest or lapse solely as a result of the change of control but will instead remain outstanding under the terms pursuant to which it has been continued, assumed or substituted and will continue to vest or lapse pursuant to such terms.

Item 12. Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters

The following table sets forth certain information, as of March 24, 2023, respecting the beneficial ownership of our outstanding common stock by: (i) any holder of more than 5%; (ii) each of the Named Executive Officers and directors; and (iii) our directors and Named Executive Officers as a group, based on 2,636,275,719 shares of common stock outstanding as of March 24, 2023. Except as otherwise indicated, each stockholder listed below has sole voting and investment power over the shares beneficially owned:

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

Material Agreement Regarding Stock Ownership

We have entered into a Lock-Up agreement dated March 22, 2021 with all of our current and former officers, directors, and certain of our significant shareholders, covering an aggregate of approximately 1,096,026,044 shares of our common stock. The Lock-Up agreement will run through the earlier of April 25, 2025, the date we complete a liquidation, merger, stock exchange, or similar transaction resulting in all our shareholders having the right to exchange their shares of common stock for cash, securities, or other property, or the date we determine to release some or all of the shares of common stock from the Lock-Up Agreement. The Lock-Up Agreement does provide for limited resale provisions if certain price per share and trading volume benchmarks are met.

Equity Compensation Plans

The following table summarizes the equity compensation plans under which our securities may be issued as of December 31, 2022:

Item 13. Certain Relationships and Related Transactions, and Director Independence

Our related party debt consisted of the following:

In addition to the above related party debt transactions that were outstanding as of December 31, 2021 and March 31, 2021, during the nine months ended December 31, 2021 we obtained a short-term advance of $100,000 from Wealth Engineering, an entity controlled by Mario Romano and Annette Raynor, former 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 nine months ended December 31, 2021 we sold cryptocurrency packages to related parties for gross proceeds of $1,000 to Gravitas and we paid related parties $2,289,969 worth of commissions on the sales of our products. Of the $2,289,969 in commissions, $1,750,860 was paid to TFU, $200,947 was paid to Fidelis Funds, $311,163 was paid to Marketing Mavens, LLC, an entity owned by the spouse of Annette Raynor, and $27,000 was paid to the children of Mario Romano and Annette Raynor. Also, during the nine months ended December 31, 2021, we paid consulting fees to Wealth Engineering, LLC, an entity owned by Mario Romano and Annette Raynor, of $245,450, and made dividend payments to the children of Mario Romano of $4,323. We also paid expenses of MPower in the amounts of $251,405 and $197,523, respectively, under the terms of the Securities Purchase Agreement entered into on March 22, 2021 and we closed on the acquisition of MPower’s net assets on September 3, 2021. We also recorded 59,999,999 shares as forfeited as a result of 1) our Chief Accounting Officer returning 6,666,666 shares to the Company prior to their vesting date and 2) Joseph Cammarata, Mario Romano, and Annette Raynor, three former members of our management team and Board of Directors, that resigned from their positions with the Company; thus losing their rights to 53,333,333 shares that were to have vested upon the annual anniversaries of their award grant date, had they still been directors at such a date. As a result of the forfeitures, we reversed previously recognized compensation cost of $163,982 during the nine months ended December 31, 2021. Also, during the nine months ended December 31, 2021, 12,998,630 shares were surrendered by members of our then Board of Directors in exchange for our agreement to cover $519,945 in tax withholdings.

April 2020 Convertible Note Financing Arrangement with DBR Capital, LLC

On April 27, 2020, we entered into a Securities Purchase Agreement and related agreements with DBR Capital, LLC (“DBR Capital”), a company wholly owned by David B. Rothrock, the Chairman of our Board of Directors. Under the Securities Purchase Agreement, DBR Capital purchased a $1,300,000 convertible promissory note at closing and, subject to certain conditions, agreed to purchase additional convertible promissory notes over four additional closings. On May 27, 2020 and November 9, 2020, we completed our second and third closings, respectively, under the Securities Purchase Agreement. At the May 27, 2020 closing, DBR Capital purchased a $700,000 convertible secured promissory note, which bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. At the November 9, 2020 closing, DBR Capital purchased a $1,300,000 convertible secured promissory note, which bears interest at 25% interest rate per annum and carries a facility fee of 13.5% per annum, is payable monthly beginning February 1, 2021, and the principal is due and payable on April 27, 2030. The convertible promissory notes are each convertible into our common stock at a conversion price of $0.007 per share by DBR Capital at any time prior to their maturity or by the Company if certain benchmarks relating to the trading price and volume of the common stock are met. The convertible promissory notes are secured by collateral of the Company and its subsidiaries, .and certain Company shares pledged by non-affiliated shareholders.

In addition to the first three closings, DBR Capital has the right to purchase additional convertible promissory notes of $5.7 million at a fourth closing, and $2.0 million at a fifth closing. Pursuant to November 2021 and August 12, 2022 amendments to the Securities Purchase Agreement, the deadlines for the fourth and fifth closings which were originally December 31, 2021 and December 31, 2022, respectively, were extended until December 31, 2024.

In connection with such Securities Purchase Agreement and related agreements, Messrs. Rothrock and Bell were appointed as DBR Capital’s designees to our Board of Directors. On November 9, 2020, the Securities Purchase Agreement and related transaction documents were amended to, among other things, expand our Board of Directors to seven members, leaving two seats vacant, and to allow DBR Capital to fill those vacancies and remove directors in the event of default under the transaction documents.

DBR Capital Marketing and Distribution Arrangements with Oneiro.

DBR Capital, a company wholly owned by David B. Rothrock, has been an investor in Oneiro NA, Inc. (“Oneiro”) since 2016, and currently serves as a worldwide marketing and distribution agent for Oneiro. In connection therewith, DBR Capital is entitled to certain performance fees from Oneiro for worldwide sales of ndau introduced by DBR Capital, including purchases by Investview or any affiliates of Investview. The performance fee is determined as a commission on sales, with a floating range between 5% to 10% of sales, on aggregate sales ranging from $1 million to over $40 million. The performance fee is to be paid in ndau coins. During the year ended December 31, 2021, DBR Capital earned a performance fee in connection with sales by Oneiro to Investview of approximately 77,000 ndau coins.

In recognition of the February 2022 reorganization of the executive management team and Board of Directors of Investview, and the equity restructuring of executive equity incentives that occurred on June 24, 2022, to avoid the appearance of any potential conflicts of interest, DBR Capital has elected to: (i) effective as of April 1, 2022, contribute the 2021 performance fee of 77,000 ndau coins to Investview for use in its business and to help support the existing purchasers of ndau in the discretion of the Board of Directors, none of which have been sold or transferred; and (ii) for so long as Mr. Rothrock remains either an executive officer or director of the Company, renounce and assign to the Company, for its discretionary use, its rights in and to any further performance fees related to ndau sales by Oneiro to Investview or any of its affiliates to which it may be entitled under its arrangements with Oneiro.

March 2021 Agreement to Acquire Assets of SSA Technologies

On March 22, 2021, we entered into Securities Purchase Agreements to purchase a FINRA-registered broker-dealer and other operating assets of SSA Technologies LLC, an entity controlled and partially owned by Joseph Cammarata, our former Chief Executive Officer. Pursuant to these agreements, we agreed to acquire the SSA assets for the issuance of non-voting membership interests in our wholly owned subsidiary, Investview Financial Group Holdings, LLC (“IFGH”), which are in the future redeemable for 242,000,000 Investview common shares on a one-for-one basis. In connection with the closing under the agreements, which has not yet occurred, the redeemable membership interests being issued to the SSA equity holders, as well as the resulting shares of Investview common stock issued upon the exercise of such redemption rights, will be issued as shares of restricted securities issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The closing of the SSA transaction was subject to various closing conditions, including obtaining FINRA approval to the change of control transaction, which we believe had been unduly impeded due to certain complications relating to legal proceedings involving Mr. Cammarata in connection with his activities which were unrelated to Investview and its businesses. Due to these complications and delays, and following the lapsing of an outside closing date, we elected to terminate this agreement during 2022, and continue our search for alternative acquisitions within the brokerage industry.

September 2021 Acquisition of Assets of MPower Trading Systems

On March 22, 2021, we entered into Securities Purchase Agreement to acquire the MPower Smart Trading Platform, as well as the other operating assets and intellectual property of MPower Trading Systems LLC (“MPower”), a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members. MPower was the developer and owner of Prodigio, a proprietary software-based trading platform with applications within the brokerage industry. In consideration for the acquisition of such assets, we agreed to issue non-voting Class B membership interests in our wholly owned subsidiary, IFGH, which are in the future redeemable for 565,000,000 Investview common shares on a one-for-one basis (the “Class B Redeemable Units”); with the expectation to create a financial technology and brokerage firm for active traders and investors. On September 3, 2021, we completed the acquisition of the operating assets and intellectual property rights of MPower under the terms generally contained within the original Securities Purchase Agreement, as it was amended on the closing date. The Class B Redeemable Units issued in the transaction are being held under and subject to a lock-up agreement. We have agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares issuable upon redemption of the Class B Redeemable Units.

Messrs. Bell and Rothrock, managers and principal equity holders of MPower, are also members of our Board of Directors. Following full disclosure of their interest, the transaction was approved by the full Investview Board of Directors, including unanimous support by its independent directors. The purchase price for the MPower assets was determined through negotiations with the Investview directors without a conflicting interest in the transaction and was based generally on the value of the Class B Redeemable Units exchanged in the transaction on the date of the original Securities Purchase Agreement. In the transaction, DBR Capital, LLC, an affiliate of David B. Rothrock, also retained a royalty-free right to use certain of the acquired assets for certain limited non-competitive purposes.

September 2021 Amendment to Convertible Note

On September 21, 2021, the Company and its former Chief Executive Officer, Joseph Cammarata, agreed to amend the terms of a promissory note held by Mr. Cammarata in the principal amount of $1,550,000. The due date on the note was extended from March 30, 2022, until September 30, 2022, the note was amended to allow for partial conversions, and the conversion price was changed from $0.02 per share to $0.008 per share. We provided notice to Mr. Cammarata of our planned prepayment of the note and do not believe he properly exercised conversion of the note and we tendered payment to him.

Separation and Release Agreements with Two Former Officers and Directors

On January 6, 2022, we entered into Separation and Release Agreements (the “Separation Agreements”) with Mario Romano and Annette Raynor, two of the Company’s founders, and Wealth Engineering, LLC, an affiliate of Mr. Romano and Ms. Raynor. Under the Separation Agreements, Mr. Romano and Ms. Raynor agreed to resign their positions as officers and directors effective immediately as they each transitioned to the roles of strategic advisors to the Company.

Under the terms of the Separation Agreements, the parties agreed that all agreements between Investview and Mr. Romano, Ms. Raynor and Wealth Engineering (other than the Lock-Up Agreement executed by Mr. Romano, Ms. Raynor, Wealth Engineering and the other parties thereto dated March 22, 2021 (the “Lock-Up Agreement”)), were terminated in all respects. The Lock-Up Agreement will continue in full force and effect until April 25, 2025, subject to certain modification by which Mr. Romano and Ms. Raynor agreed to hold certain shares of our common stock until April 2025. Mr. Romano, Ms. Raynor, and Wealth Engineering also agreed to give DBR Capital LLC, on behalf of the Company, an irrevocable proxy to vote all of the shares of our common stock owned, directly or beneficially, by them and certain of their affiliates, in accordance with the direction of our Board of Directors, in its sole discretion.

The Separation Agreements also provided for the surrender by each of Mr. Romano and Ms. Raynor of certain shares of our common stock to us in general consideration for the covenants and agreements of the parties; the payment of the balance owed under a $600,000 promissory note owed by us to Wealth Engineering; and the Company’s payment of $1,724,077.56 to the applicable federal and state taxing authorities on behalf of Wealth Engineering as payment for the estimated federal and state taxes that Wealth Engineering may have been subject in connection with the vesting of 63,333,333 Company restricted shares on July 22, 2021.

In their roles as Strategic Advisors, Mr. Romano and Ms. Raynor are expected to provide us with advisory services and general assistance, including assisting in general corporate and operational matters as may be assigned to them from time-to-time, as well as to assist and cooperate in responding to inquiries of the SEC, FINRA or any other regulatory body or agency. In consideration of the various elements of the Separation Agreement, including the payments made to them or on their behalf, as well as continued payments to be made to them as Strategic Advisors, Mr. Romano and Ms. Raynor agreed to certain non-solicitation, non-competition and standstill provisions.

Item 14. Principal Accountant Fees and Services

The following is a summary of the fees billed to us for professional services rendered for the following periods:

Audit Fees. Consists of fees billed for professional services rendered for the audit of our 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 our 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.

Policy on Audit Committee Preapproval of Audit and Permissible Non-Audit Services of Independent Auditors

We do not have a designated Audit Committee, and accordingly, our board of directors’ policy is to preapprove 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. Preapproval is generally provided for up to one year and any preapproval 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 preapprove particular services on a case-by-case basis.

Item 15. Exhibits and Financial Statement Schedules

Item 16. Form 10-K Summary

Not included.

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.

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.

DECEMBER 31, 2022 AND 2021

FORMING A PART OF ANNUAL REPORT

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

INVESTVIEW, INC.

Index to Consolidated Financial Statements