U.S. Securities and Exchange Commission
Washington, DC 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
September 30, 2021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________________ to _______________________.
Commission File Number 000-27019
Investview, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 87-0369205 | |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
234 Industrial Way West, Ste A202
Eatontown, New Jersey 07724
(Address of principal executive offices)
Issuer’s telephone number: 732-889-4300
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes | ☒ | 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| Yes | ☒ | No | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
| Yes | ☐ | No | ☒ |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 12, 2021, there were 2,987,397,303 shares of common stock, $0.001 par value, outstanding.
INVESTVIEW, INC.
Form 10-Q for the Six Months Ended September 30, 2021
Table of Contents
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS
INVESTVIEW, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, | March 31, | |||||||
| 2021 | 2021 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 20,607,138 | $ | 5,389,654 | ||||
| Restricted cash, current | 819,338 | 498,020 | ||||||
| Prepaid assets | 216,569 | 87,573 | ||||||
| Receivables | 3,693,569 | 1,672,310 | ||||||
| Other current assets | 6,418,431 | 4,679,256 | ||||||
| Total current assets | 31,755,045 | 12,326,813 | ||||||
| Fixed assets, net | 6,402,182 | 5,860,790 | ||||||
| Other assets: | ||||||||
| Restricted cash, long term | 1,007,120 | 774,153 | ||||||
| Other restricted assets, long term | 115,764 | 95,222 | ||||||
| Operating lease right-of-use asset | 318,093 | 54,125 | ||||||
| Deposits | 473,598 | 441,528 | ||||||
| Total other assets | 1,914,575 | 1,365,028 | ||||||
| Total assets | $ | 40,071,802 | $ | 19,552,631 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 3,748,975 | $ | 2,719,028 | ||||
| Payroll liabilities | 138,436 | 106,925 | ||||||
| Customer advance | 870,168 | 2,067,313 | ||||||
| Deferred revenue | 2,820,120 | 1,561,188 | ||||||
| Derivative liability | 138,637 | 307,067 | ||||||
| Dividend liability | 221,739 | 134,945 | ||||||
| Operating lease liability, current | 273,364 | 48,000 | ||||||
| Related party payables, net of discounts, current | 1,156,987 | 233,296 | ||||||
| Debt, net of discounts, current | 2,989,513 | 3,143,513 | ||||||
| Total current liabilities | 12,357,939 | 10,321,275 | ||||||
| Operating lease liability, long term | 87,245 | 11,460 | ||||||
| Related party payables, net of discounts, long term | 401,678 | 233,258 | ||||||
| Debt, net of discounts, long term | 9,728,419 | 12,684,421 | ||||||
| Total long term liabilities | 10,217,342 | 12,929,139 | ||||||
| Total liabilities | 22,575,281 | 23,250,414 | ||||||
| Commitments and contingencies | - | - | ||||||
| Stockholders’ equity (deficit): | ||||||||
| Preferred stock, par value: $0.001; 50,000,000 shares authorized, 252,192 and 153,317 issued and outstanding as of September 30, 2021 and March 31, 2021, respectively | 252 | 153 | ||||||
| Common stock, par value $0.001; 10,000,000,000 shares authorized; 2,987,397,303 and 2,982,481,329 shares issued and outstanding as of September 30, 2021 and March 31, 2021, respectively | 2,987,397 | 2,982,481 | ||||||
| Additional paid in capital | 43,830,303 | 39,376,911 | ||||||
| Accumulated other comprehensive income (loss) | (20,739 | ) | (19,057 | ) | ||||
| Accumulated deficit | (29,300,692 | ) | (46,038,271 | ) | ||||
| Total stockholders’ equity (deficit) | 17,496,521 | (3,697,783 | ) | |||||
| Total liabilities and stockholders’ equity (deficit) | $ | 40,071,802 | $ | 19,552,631 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
INVESTVIEW, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
|
Three Months Ended September 30, |
Six Months Ended
September 30, |
|||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenue: | ||||||||||||||||
| Subscription revenue, net of refunds, incentives, credits, and chargebacks | $ | 14,034,214 | $ | 5,255,888 | $ | 24,883,911 | $ | 9,499,145 | ||||||||
| Mining revenue | 8,338,759 | 2,493,739 | 16,710,321 | 3,836,285 | ||||||||||||
| Cryptocurrency revenue, net of fees paid to providers | 998,127 | - | 7,403,433 | - | ||||||||||||
| Fee revenue | - | 3,710 | - | 7,723 | ||||||||||||
| Total revenue, net | 23,371,100 | 7,753,337 | 48,997,665 | 13,343,153 | ||||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Cost of sales and service | 2,101,490 | 1,724,809 | 4,287,642 | 2,637,133 | ||||||||||||
| Commissions | 9,934,991 | 3,416,713 | 18,717,412 | 6,790,544 | ||||||||||||
| Selling and marketing | 26,484 | 627,356 | 66,333 | 844,940 | ||||||||||||
| Salary and related | 1,153,402 | 816,554 | 2,525,727 | 2,037,389 | ||||||||||||
| Professional fees | 132,778 | 232,062 | 794,662 | 659,310 | ||||||||||||
| Impairment Expense | 140,233 | 66,645 | 140,233 | 66,645 | ||||||||||||
| General and administrative | 2,478,140 | 364,826 | 4,524,624 | 2,809,618 | ||||||||||||
| Total operating costs and expenses | 15,967,518 | 7,248,965 | 31,056,633 | 15,845,579 | ||||||||||||
| Net income (loss) from operations | 7,403,582 | 504,372 | 17,941,032 | (2,502,426 | ) | |||||||||||
| Other income (expense): | ||||||||||||||||
| Gain (loss) on debt extinguishment | 21,349 | 812,111 | 25,350 | 829,937 | ||||||||||||
| Gain (loss) on fair value of derivative liability | 47,017 | (20,847 | ) | 283,665 | 326,788 | |||||||||||
| Realized gain (loss) on cryptocurrency | 1,651,024 | 86,427 | 368,054 | 177,913 | ||||||||||||
| Interest expense | (6,000 | ) | (2,480,067 | ) | (11,934 | ) | (4,727,165 | ) | ||||||||
| Interest expense, related parties | (763,791 | ) | (210,805 | ) | (1,523,477 | ) | (389,720 | ) | ||||||||
| Other income (expense) | 22,168 | 123,346 | 68,506 | 186,408 | ||||||||||||
| Total other income (expense) | 971,767 | (1,689,835 | ) | (789,836 | ) | (3,595,839 | ) | |||||||||
| Income (loss) before income taxes | 8,375,349 | (1,185,463 | ) | 17,151,196 | (6,098,265 | ) | ||||||||||
| Income tax expense | (758 | ) | (2,297 | ) | (3,947 | ) | (3,282 | ) | ||||||||
| Net income (loss) | 8,374,591 | (1,187,760 | ) | 17,147,249 | (6,101,547 | ) | ||||||||||
| Dividends on Preferred Stock | (204,835 | ) | (52,342 | ) | (409,670 | ) | (52,342 | ) | ||||||||
| Net income (loss) applicable to common shareholders | $ | 8,169,756 | $ | (1,240,102 | ) | $ | 16,737,579 | $ | (6,153,889 | ) | ||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||
| Foreign currency translation adjustments | $ | (874 | ) | $ | (4,359 | ) | $ | (1,682 | ) | $ | (3,723 | ) | ||||
| Total other comprehensive income (loss) | (874 | ) | (4,359 | ) | (1,682 | ) | (3,723 | ) | ||||||||
| Comprehensive income (loss) applicable to common shareholders | $ | 8,373,717 | $ | (1,192,119 | ) | $ | 17,145,567 | $ | (6,105,270 | ) | ||||||
| Basic income (loss) per common share | $ | 0.00 | $ | (0.00 | ) | $ | 0.01 | $ | (0.00 | ) | ||||||
| Diluted income (loss) per common share | $ | 0.00 | $ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | ||||||
| Basic weighted average number of common shares outstanding | 2,992,958,712 | 2,985,916,112 | 2,990,361,572 | 3,109,673,727 | ||||||||||||
| Diluted weighted average number of common shares outstanding | 3,736,558,976 | 2,985,916,112 | 3,648,244,970 | 3,109,673,727 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
INVESTVIEW, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Unaudited)
| Accumulated | ||||||||||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid in | Comprehensive | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income (Loss) | Deficit | Total | |||||||||||||||||||||||||
| Balance, March 31, 2020 | - | $ | - | 3,214,490,408 | $ | 3,214,490 | $ | 28,929,516 | $ | (20,058 | ) | $ | (46,382,174 | ) | $ | (14,258,226 | ) | |||||||||||||||
| Common stock issued for services | - | - | 21,000,000 | 21,000 | 397,954 | - | - | 418,954 | ||||||||||||||||||||||||
| Share repurchase | - | - | (9,079 | ) | (9 | ) | (263 | ) | - | - | (272 | ) | ||||||||||||||||||||
| Beneficial conversion feature | - | - | - | - | 2,000,000 | - | - | 2,000,000 | ||||||||||||||||||||||||
| Preferred stock issued for cash | ||||||||||||||||||||||||||||||||
| Preferred stock issued for cash, shares | ||||||||||||||||||||||||||||||||
| Preferred stock issued for cryptocurrency | ||||||||||||||||||||||||||||||||
| Preferred stock issued for cryptocurrency, shares | ||||||||||||||||||||||||||||||||
| Offering costs | ||||||||||||||||||||||||||||||||
| Common stock issued for services and compensation | ||||||||||||||||||||||||||||||||
| Common stock issued for services and compensation, shares | ||||||||||||||||||||||||||||||||
| Common stock issued for warrant exercise | ||||||||||||||||||||||||||||||||
| Common stock issued for warrant exercise, shares | ||||||||||||||||||||||||||||||||
| Common stock forfeited | ||||||||||||||||||||||||||||||||
| Common stock forfeited, shares | ||||||||||||||||||||||||||||||||
| Derivative liability recorded for warrants issued with preferred stock | ||||||||||||||||||||||||||||||||
| Derivative liability extinguished for warrants exercised | ||||||||||||||||||||||||||||||||
| Contributed capital | ||||||||||||||||||||||||||||||||
| Forgiveness of accrued payroll | ||||||||||||||||||||||||||||||||
| Dividends | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | 636 | - | 636 | ||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | (4,913,787 | ) | (4,913,787 | ) | ||||||||||||||||||||||
| Balance, June 30, 2020 | - | - | 3,235,481,329 | 3,235,481 | 31,327,207 | (19,422 | ) | (51,295,961 | ) | (16,752,695 | ) | |||||||||||||||||||||
| Preferred stock issued for cash | 46,612 | 47 | - | - | 1,158,754 | - | - | 1,158,801 | ||||||||||||||||||||||||
| Offering costs | - | - | - | - | (20,994 | ) | - | - | (20,994 | ) | ||||||||||||||||||||||
| Common stock issued for services and compensation | - | - | - | - | 376,282 | - | - | 376,282 | ||||||||||||||||||||||||
| Common stock forfeited | - | - | (200,000,000 | ) | (200,000 | ) | (3,180,000 | ) | - | - | (3,380,000 | ) | ||||||||||||||||||||
| Common stock repurchase | - | - | (106,000,000 | ) | (106,000 | ) | (14,000 | ) | - | - | (120,000 | ) | ||||||||||||||||||||
| Forgiveness of accrued payroll | - | - | - | - | 373,832 | - | - | 373,832 | ||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | (52,342 | ) | (52,342 | ) | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | (4,359 | ) | - | (4,359 | ) | ||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | (1,187,760 | ) | (1,187,760 | ) | ||||||||||||||||||||||
| Balance, September 30, 2020 | 46,612 | $ | 47 | 2,929,481,329 | $ | 2,929,481 | $ | 30,021,081 | $ | (23,781 | ) | $ | (52,536,063 | ) | $ | (19,609,235 | ) | |||||||||||||||
| Balance, March 31, 2021 | 153,317 | $ | 153 | 2,982,481,329 | $ | 2,982,481 | $ | 39,376,911 | $ | (19,057 | ) | $ | (46,038,271 | ) | $ | (3,697,783 | ) | |||||||||||||||
| Preferred stock issued for cash | 97,669 | 98 | - | - | 2,441,627 | - | - | 2,441,725 | ||||||||||||||||||||||||
| Preferred stock issued for cryptocurrency | 1,206 | 1 | - | - | 30,149 | - | - | 30,150 | ||||||||||||||||||||||||
| Common stock issued for services and compensation | - | - | 11,500,000 | 11,500 | 977,891 | - | - | 989,391 | ||||||||||||||||||||||||
| Common stock issued for warrant exercise | - | - | 64,340 | 64 | 6,370 | - | - | 6,434 | ||||||||||||||||||||||||
| Derivative liability recorded for warrants issued with preferred stock | - | - | - | - | (127,520 | ) | - | - | (127,520 | ) | ||||||||||||||||||||||
| Derivative liability extinguished for warrants exercised | - | - | - | - | 10,156 | - | - | 10,156 | ||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | (204,835 | ) | (204,835 | ) | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | (808 | ) | - | (808 | ) | ||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | 8,772,658 | 8,772,658 | ||||||||||||||||||||||||
| Balance, June 30, 2021 | 252,192 | 252 | 2,994,045,669 | 2,994,045 | 42,715,584 | (19,865 | ) | (37,470,448 | ) | 8,219,568 | ||||||||||||||||||||||
| Common stock issued for services and compensation | - | - | - | - | 360,962 | - | - | 360,962 | ||||||||||||||||||||||||
| Common stock issued for warrant exercise | - | - | 18,300 | 19 | 1,811 | - | - | 1,830 | ||||||||||||||||||||||||
| Common stock forfeited | - | - | (6,666,666 | ) | (6,667 | ) | 6,667 | - | - | - | ||||||||||||||||||||||
| Derivative liability extinguished for warrants exercised | - | - | - | - | 2,129 | - | - | 2,129 | ||||||||||||||||||||||||
| Contributed capital | - | - | - | - | 743,150 | - | - | 743,150 | ||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | (204,835 | ) | (204,835 | ) | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | (874 | ) | - | (874 | ) | ||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | 8,374,591 | 8,374,591 | ||||||||||||||||||||||||
| Balance, September 30, 2021 | 252,192 | $ | 252 | 2,987,397,303 | $ | 2,987,397 | $ | 43,830,303 | $ | (20,739 | ) | $ | (29,300,692 | ) | $ | 17,496,521 | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
INVESTVIEW INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2021 | 2020 | |||||||
| Six Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | 17,147,249 | $ | (6,101,547 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation | 1,452,154 | 982,819 | ||||||
| Amortization of debt discount | 1,034,118 | 703,511 | ||||||
| Amortization of intangible assets | - | 86,812 | ||||||
| Stock issued for services and compensation | 1,350,353 | 795,236 | ||||||
| Offering costs | - | 6 | ||||||
| Lease cost, net of repayment | 9,742 | 2 | ||||||
| (Gain) loss on asset acquisition | 27,439 | - | ||||||
| (Gain) loss on debt extinguishment | (25,350 | ) | (829,937 | ) | ||||
| (Gain) loss on fair value of derivative liability | (283,665 | ) | (326,788 | ) | ||||
| Realized (gain) loss on cryptocurrency | (368,054 | ) | (177,913 | ) | ||||
| Impairment expense | 140,233 | 66,645 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Receivables | (2,021,259 | ) | (53,967 | ) | ||||
| Prepaid assets | (128,996 | ) | (1,141,805 | ) | ||||
| Other current assets | (5,294,018 | ) | 118,307 | |||||
| Deposits | (32,070 | ) | 2,685 | |||||
| Accounts payable and accrued liabilities | 1,086,808 | (1,001,276 | ) | |||||
| Customer advance | (1,197,145 | ) | 81,845 | |||||
| Deferred revenue | 1,258,932 | 167,896 | ||||||
| Other liabilities | - | 6,872,236 | ||||||
| Accrued interest | 11,934 | 107,025 | ||||||
| Accrued interest, related parties | 489,358 | 309,837 | ||||||
| Net cash provided by (used in) operating activities | 14,657,763 | 661,629 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Cash paid for fixed assets | (843,990 | ) | (1,717,289 | ) | ||||
| Net cash provided by (used in) investing activities | (843,990 | ) | (1,717,289 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related party payables | 1,000,000 | 4,474,137 | ||||||
| Repayments for related party payables | (657,215 | ) | (3,036,216 | ) | ||||
| Proceeds from debt | - | 1,405,300 | ||||||
| Repayments for debt | (591,125 | ) | (2,030,344 | ) | ||||
| Payments for share repurchase | - | (272 | ) | |||||
| Dividends paid | (241,971 | ) | (14,567 | ) | ||||
| Proceeds from the sale of preferred stock | 2,441,725 | 1,165,300 | ||||||
| Proceeds from the exercise of warrants | 8,264 | - | ||||||
| Payments for financing costs | - | (21,000 | ) | |||||
| Net cash provided by (used in) financing activities | 1,959,678 | 1,942,338 | ||||||
| Effect of exchange rate translation on cash | (1,682 | ) | - | |||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 15,771,769 | 886,678 | ||||||
| Cash, cash equivalents, and restricted cash - beginning of period | 6,661,827 | 137,177 | ||||||
| Cash, cash equivalents, and restricted cash - end of period | $ | 22,433,596 | $ | 1,023,855 | ||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 375,215 | $ | 275,192 | ||||
| Income taxes | $ | 3,947 | $ | 3,282 | ||||
| Non-cash investing and financing activities: | ||||||||
| Prepaid assets reclassified to fixed assets | $ | - | $ | 2,252,568 | ||||
| Beneficial conversion feature | $ | - | $ | 2,000,000 | ||||
| Shares forfeited | $ | 6,667 | $ | 3,380,000 | ||||
| Share repurchase | $ | - | $ | 120,000 | ||||
| Reclassification of related party debt | $ | - | $ | 26,000 | ||||
| Dividends declared but not yet paid | $ | - | $ | 37,775 | ||||
| Forgiveness of accrued payroll | $ | - | $ | 373,832 | ||||
| Derivative liability recorded for warrants issued | $ | 127,520 | $ | - | ||||
| Derivative liability extinguished with warrant exercise | $ | 12,285 | $ | - | ||||
| Preferred shares issued in exchange for cryptocurrency | $ | 30,150 | $ | - | ||||
| Dividends declared | $ | 409,670 | $ | - | ||||
| Dividends paid with cryptocurrency | $ | 80,905 | $ | - | ||||
| Debt and related party debt extinguished in exchange for cryptocurrency | $ | 2,530,811 | $ | - | ||||
| Related party debt extinguished in exchange for cryptocurrency | $ | 31,000 | $ | - | ||||
| Fixed asset acquired with cryptocurrency | $ | 1,289,789 | $ | - | ||||
| Initial right of use asset and lease liability | $ | 196,608 | $ | - | ||||
| Net assets acquired for noncontrolling interest in subsidiary | $ | 125,522 | $ | - | ||||
| Contributed capital | $ | 743,150 | $ | - | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Organization
Investview, Inc. (“we”, “our”, the “Company”) was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In January 2005 the Company changed domicile to Nevada, and changed its name to Voxpath Holding, Inc. In September of 2006 the Company merged The Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holdings, Inc. and then changed its name to TheRetirementSolution.Com, Inc. In October 2008 the Company changed its name to Global Investor Services, Inc., before changing its name to Investview, Inc., on March 27, 2012.
On March 31, 2017, we entered into a Contribution Agreement with the members of Wealth Generators, LLC, a limited liability company (“Wealth Generators”), pursuant to which the Wealth Generators members agreed to contribute 100% of the outstanding securities of Wealth Generators in exchange for an aggregate of 1,358,670,942 shares of our common stock. The closing of the Contribution Agreement was effective April 1, 2017, and Wealth Generators became our wholly owned subsidiary and the former members of Wealth Generators became our stockholders and control the majority of our outstanding common stock.
On June 6, 2017, we entered into an Acquisition Agreement with Market Trend Strategies, LLC, a company whose members are also former members of our management. Under the Acquisition Agreement, we spun-off our operations that existed prior to the merger with Wealth Generators and sold the intangible assets used in those pre-merger operations in exchange for Market Trend Strategies’ assumption of $419,139 in pre-merger liabilities.
On February 28, 2018, we filed a name change for Wealth Generators, LLC to Kuvera, LLC (“Kuvera”) and on May 7, 2018 we established WealthGen Global, LLC as a Utah limited liability company and a wholly owned subsidiary of Investview, Inc.
On July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock.
On November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European Union.
On December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities Trading Advisor, Commodity Pool Operator, and approved for over-the-counter FOREX advisory services.
On January 17, 2019, we renamed our non-operating wholly owned subsidiary WealthGen Global, LLC to SAFETek, LLC, a Utah Limited Liability Company.
On March 26, 2019, we established Kuvera (N.I.) LTD, a Northern Ireland entity as a wholly owned subsidiary of Kuvera, LLC, however, to date the subsidiary has had no operations.
Effective July 22, 2019, we renamed our non-operating wholly owned subsidiary Razor Data, LLC to APEX Tek, LLC, a Utah Limited Liability Company.
On January 11, 2021, we filed a name change for Kuvera, LLC to iGenius, LLC (“iGenius”) and on February 2, 2021, we filed a name change for Kuvera (N.I.) Limited to iGenius Global LTD.
On March 18, 2021, we established Investview Financial Group Holdings, LLC and Investview MTS, LLC as wholly owned subsidiaries of Investview, Inc. On March 22, 2021, we entered into a Securities Purchase Agreement with SSA Technologies LLC to purchase 97% of the equity interests of LevelX Capital LLC, a FINRA registered broker-dealer, and a Securities Purchase Agreement with SSA Technologies LLC to purchase 100% of the equity interests of LevelX Advisors LLC, a registered investment advisor. On March 24, 2021, we entered into an agreement with Apex Clearing Corporation to purchase the remaining 3% of the equity interests of LevelX Capital LLC. At completion, Investview Financial Group Holdings, LLC will own 100% of each of LevelX Capital LLC and LevelX Advisors LLC. The transaction is expected to close within the next 6 months. Also on March 22, 2021, we entered into a Securities Purchase Agreement to purchase certain operating assets and intellectual property rights of MPower Trading Systems LLC (“MPower”), the developer and owner of Prodigio, a proprietary software-based trading platform with applications in the brokerage industry. This acquisition closed on September 3, 2021, with Investview Financial Group Holdings, LLC (through its subsidiary Investview MTS, LLC) now owning the operating assets and intellectual property rights conveyed by MPower (see NOTE 10). To date the subsidiaries have had no operations.
| 7 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
Nature of Business
Our portfolio of wholly owned subsidiaries operates in the financial technology (FINTECH) sector, leveraging the latest innovations in technology for financial education, services and interactive tools. Our subsidiaries focus on delivering products that serve individuals around the world. From personal money management to advancements in blockchain technologies, our companies are forging a path for individuals to take advantage of financial and technical innovations. Each of our subsidiaries are designed to work in tandem with one another generating a worldwide presence.
Our largest subsidiary in terms of revenue is iGenius, LLC. iGenius leverages a worldwide distribution network to provide financial education, technology and tools geared towards self-directed retail investors. Each iGenius membership provides a core set of financial education resources including live market training sessions, a robust library of financial education videos and courses, market calendars, and a variety of research and trade alert channels. These tools provide access to the information necessary to manage and improve one’s financial position. 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 arrangements. Some of these third-party products and services include cryptocurrency packages, discounted travel, crypto trading software and a digital wallet platform. iGenius members who choose to distribute the iGenius products and services can qualify to earn commissions and bonuses for selling memberships and retaining customers under the framework of a network marketing bonus plan.
Kuvera France S.A.S. was our entity in France and iGenius Global LTD is our entity in Northern Ireland. These entities were responsible for distributing our products and services throughout the European Union. Kuvera France S.A.S. was closed in June 2021.
S.A.F.E. Management, LLC (“SAFE”) is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated trading strategies to individuals who find they lack the time to trade for themselves. SAFE is committed to bringing innovative trade methodologies, strategies, and algorithms for all worldwide financial markets. SAFE will be structured under the Investview Financial Group Holdings, LLC and is planned to relaunch their services primarily focused on commodities and FOREX as a Commodity Trading Advisor.
SAFETek, LLC is a Blockchain technology company that provides leading-edge research, development, and management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. SAFETek’s Bitcoin mining operations in North America and other international locations aim to maintain optimal efficiency and profitability while running on sustainable, low-cost, and/or renewable energy sources. At these locations, SAFETek manages nearly 10,000 next-generation Bitcoin ASIC miner machines, with over 80% powered by renewable energy. SAFETek is also developing new and more efficient ways to mine cryptocurrencies through innovations in hardware, liquid immersion, firmware, and additional ways to develop and utilize renewable energy sources. The majority of this development and innovation work occurs at SAFETek’s 20,000 square foot facility in Texas that was opened in May 2021. At this facility, SAFETek operates a 24/7/365 Managed Network Operation Center (NOC) to achieve higher efficiency, productivity, and availability, a Bitcoin ASIC Miner Repair Service to clean, refurbish and optimize existing Bitcoin Mining Servers, a research and development center to test and develop new Bitcoin Mining firmware and liquid immersion systems, and a manufacturing facility to build mobile Bitcoin Mining Data Center Facilities. With these products and services, SAFETek aims to increase the hashrate, uptime, profitability, and overall ROI of crypto currency mining operations for ourselves and for our customers.
Apex Tek, LLC was the entity responsible for sales of the APEX program. Launched in September 2019, the APEX product pack included hardware, firmware, software and purchase protection that was purchased and then leased to SAFETek LLC. We have currently ceased selling the APEX package and bought back all leases associated with the business. There are currently no operations or activity in Apex Tek, LLC.
United Games, LLC, United League, LLC, and Investment Tools & Training, LLC have had no operations and will be restructured or eliminated. Investview Financial Group Holdings, LLC and Investview MTS, LLC will be used in conjunction with our anticipated acquisition of the operating assets of SSA Technologies LLC, an entity that owns and operates LevelX Capital LLC, a FINRA registered broker-dealer and LevelX Advisors LLC, a registered investment advisor. Investview Financial Group Holdings, LLC owns Prodigio, a proprietary software-based trading platform with applications in the brokerage industry.
| 8 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Our financial statements are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Prior to September 20, 2021, we operated the Company on a March 31 fiscal year end. Effective September 20, 2021, our Board of Directors acted by unanimous written consent to change our fiscal year end to December 31.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the six months ended September 30, 2021, are not necessarily indicative of the operating results that may be expected for the filing of our December 31, 2021 Form 10-K that will cover the transition period for our new fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2021 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2021.
Principles of Consolidation
The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries: iGenius, LLC, Kuvera France S.A.S., Apex Tek, LLC, SAFETek, LLC, S.A.F.E. Management, LLC, United Games, LLC, United League, LLC, Investment Tools & Training, LLC, iGenius Global LTD, Investview Financial Group Holdings, LLC, and Investview MTS, LLC. All intercompany transactions and balances have been eliminated in consolidation.
Financial Statement Reclassification
Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.
Use of Estimates
The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Exchange
We have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements. The operations of Kuvera France S.A.S. are conducted in France and its functional currency is the Euro.
The financial statements of Kuvera France S.A.S. are prepared using their functional currency and have been translated into U.S. dollars (“USD”). Assets and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders’ equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders’ equity (deficit).
The following rates were used to translate the accounts of Kuvera France S.A.S. into USD at the following balance sheet dates.
SCHEDULE OF EXCHANGE RATES
| September 30, 2021 |
March 31, 2021 |
|||||||
| Euro to USD | 1.15810 | 1.17260 | ||||||
The following rates were used to translate the accounts of Kuvera France S.A.S. into USD for the following operating periods.
| Six Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Euro to USD | 1.19190 | 1.13571 | ||||||
| 9 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows.
SCHEDULE OF RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
September 30,
2021 |
March 31, 2021 |
|||||||
| Cash and cash equivalents | $ | 20,607,138 | $ | 5,389,654 | ||||
| Restricted cash, current | 819,338 | 498,020 | ||||||
| Restricted cash, long term | 1,007,120 | 774,153 | ||||||
| Total cash, cash equivalents, and restricted cash shown on the statement of cash flows | $ | 22,433,596 | $ | 6,661,827 | ||||
Amount included in restricted cash represent funds required to be held in an escrow account by a contractual agreement and will be used for paying dividends to our Series B Preferred Stockholders.
Fixed Assets
Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.
Fixed assets were made up of the following at each balance sheet date:
SCHEDULE OF FIXED ASSETS
|
Estimated Useful Life
(years) |
September 30,
2021 |
March 31, 2021 |
||||||||||
| Furniture, fixtures, and equipment | 10 | $ | 72,139 | $ | 12,792 | |||||||
| Computer equipment | 3 | 12,159 | 22,528 | |||||||||
| Leasehold improvements | Remaining Lease Term | 37,599 | - | |||||||||
| Trailers | 10 | 147,107 | - | |||||||||
| Data processing equipment | 3 | 9,803,671 | 8,310,739 | |||||||||
| 10,072,675 | 8,346,059 | |||||||||||
| Accumulated depreciation | (3,670,493 | ) | (2,485,269 | ) | ||||||||
| Net book value | $ | 6,402,182 | $ | 5,860,790 | ||||||||
Total depreciation expense for the six months ended September 30, 2021 and 2020, was $1,452,154 and $982,819, respectively.
Long-Lived Assets – Intangible Assets & License Agreement
We account for our cryptocurrencies, intangible assets and long-term license agreement in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Our cryptocurrencies are deemed to have an indefinite useful life; therefore, amounts are not amortized, but rather are assessed for impairment as further discussed in our impairment policy. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.
| 10 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
We hold cryptocurrency-denominated assets and include them in our consolidated balance sheet as other assets. The value of our cryptocurrencies as of September 30, 2021 and March 31, 2021 were $6,534,195 ($6,418,431 current and $115,764 restricted long term) and $4,774,478 ($4,679,256 current and $95,222 restricted long term), respectively. Cryptocurrencies purchased or received for payment from customers are recorded in accordance with ASC 350-30 and cryptocurrencies awarded to the Company through its mining activities ($16,710,321 and $3,836,285 for the six months ended September 30, 2021 and 2020, respectively) are accounted for in connection with the Company’s revenue recognition policy. The use of cryptocurrencies is accounted for in accordance with the first in first out method of accounting. For the six months ended September 30, 2021 and 2020 we recorded realized gains (losses) on our cryptocurrency transactions of $368,054 and $177,913, respectively.
In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination. Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and were being amortized on a straight-line method over their estimated useful lives. The intangible assets were impaired during the year ended March 31, 2021 due to a lack of recoverability, therefore we had no intangible assets as of September 30, 2021 and March 31, 2021. Amortization expense for the six months ended September 30, 2021 and 2020 was $0 and $86,812, respectively.
Impairment of Long-Lived Assets
We have adopted ASC Subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.
We evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.
During the six months ended September 30, 2021 we fully impaired data processing equipment that had a cost basis of $392,500 and we removed $14,661 worth of computers because the assets were no longer in use. The accumulated depreciation of the assets at the time they were written off was $266,928, therefore we recognized impairment expense of $140,233 for the six months ended September 30, 2021.
During the six months ended September 30, 2020 we fully impaired data processing equipment that had a cost basis of $84,939 and we fully impaired a computer that had a cost basis of $1,609 because the assets were no longer in use. The accumulated depreciation of the assets at the time they were written off was $19,903, therefore we recognized impairment expense of $66,645 for the six months ended September 30, 2020.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability.
U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:
Level 1: Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.
| 11 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:
| - | quoted prices for similar assets or liabilities in active markets; | |
| - | quoted prices for identical or similar assets or liabilities in markets that are not active; | |
| - | inputs other than quoted prices that are observable for the asset or liability; and | |
| - | inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
Level 3: Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).
Our financial instruments consist of cash, accounts receivable, accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of September 30, 2021 and March 31, 2021, approximates the fair value due to their short-term nature or interest rates that approximate prevailing market rates.
Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of September 30, 2021:
SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Total Assets | $ | - | $ | - | $ | - | $ | - | ||||||||
| Derivative liability | $ | - | $ | - | $ | 138,637 | $ | 138,637 | ||||||||
| Total Liabilities | $ | - | $ | - | $ | 138,637 | $ | 138,637 | ||||||||
Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2021:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Total Assets | $ | - | $ | - | $ | - | $ | - | ||||||||
| Derivative liability | $ | - | $ | - | $ | 307,067 | $ | 307,067 | ||||||||
| Total Liabilities | $ | - | $ | - | $ | 307,067 | $ | 307,067 | ||||||||
Revenue Recognition
Subscription Revenue
The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a 10-day trial period to first time subscription customers, during which a full refund can be requested if a customer does not wish to continue with the product. Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of September 30, 2021 and March 31, 2021 our deferred revenues were $2,820,120 and $1,561,188, respectively.
Mining Revenue
Through our wholly owned subsidiary, SAFETek, LLC, we leased computer 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 computer equipment. We use the computer equipment to validate and process public blockchain transactions (commonly referred to as “mining”). As compensation for mining, we are issued block rewards and transaction fees from public blockchain networks in the form of newly created cryptocurrency units. Our mining activities constitute the 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.
| 12 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
Cryptocurrency Revenue
We generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with third-party providers. The various packages include different amounts of coin with differing rates of returns and terms and, in some cases, include a product protection option that allows the purchaser to protect their initial purchase price. The protection allows the purchaser to obtain 50% of their purchase price at five years or 100% of their purchase price at ten years. Both the coin and the protection option are delivered by third-party providers.
We recognize cryptocurrency revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-parties to provide coin and protection (if applicable) to our customers and payment is received from our customers at the time of order placement. All customers are given two weeks to request a refund, therefore we record a customer advance on our balance sheet upon receipt of payment. After the two weeks have passed from order placement, we request our third-party providers to deliver coin and protection (if applicable), at which time we recognize revenue and the amounts due to our providers on our books. As of September 30, 2021 and March 31, 2021 our customer advances related to cryptocurrency revenue were $870,168 and $2,067,313, respectively.
Fee Revenue
We generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we receive payment for such advisory fees in the month following recognition.
Revenue generated for the six months ended September 30, 2021 is as follows:
SCHEDULE OF REVENUE GENERATED
|
Subscription
Revenue |
Cryptocurrency Revenue | Mining Revenue | Fee Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | 26,436,065 | $ | 18,205,143 | $ | 16,710,321 | $ | - | $ | 61,351,529 | ||||||||||
| Refunds, incentives, credits, and chargebacks | (1,552,154 | ) | - | - | - | (1,552,154 | ) | |||||||||||||
| Amounts paid to providers | - | (10,801,710 | ) | - | - | (10,801,710 | ) | |||||||||||||
| Net revenue | $ | 24,883,911 | $ | 7,403,433 | $ | 16,710,321 | $ | - | $ | 48,997,665 | ||||||||||
| 13 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
For the six months ended September 30, 2021 foreign and domestic revenues were approximately $25.5 million and $23.5 million, respectively.
Revenue generated for the six months ended September 30, 2020 is as follows:
|
Subscription
Revenue |
Cryptocurrency
Revenue |
Mining Revenue | Fee Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | 10,159,115 | $ | - | $ | 3,836,285 | $ | 7,723 | $ | 14,003,123 | ||||||||||
| Refunds, incentives, credits, and chargebacks | (659,970 | ) | - | - | - | (659,970 | ) | |||||||||||||
| Amounts paid to providers | - | - | - | - | - | |||||||||||||||
| Net revenue | $ | 9,499,145 | $ | - | $ | 3,836,285 | $ | 7,723 | $ | 13,343,153 | ||||||||||
For the six months ended September 30, 2020 foreign and domestic revenues were approximately $8.9 million and $4.4 million, respectively.
Revenue generated for the three months ended September 30, 2021 is as follows:
|
Subscription
Revenue |
Cryptocurrency
Revenue |
Mining Revenue | Fee Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | 14,904,004 | $ | 2,329,566 | $ | 8,338,759 | $ | - | $ | 25,572,329 | ||||||||||
| Refunds, incentives, credits, and chargebacks | (869,790 | ) | - | - | - | (869,790 | ) | |||||||||||||
| Amounts paid to providers | - | (1,331,439 | ) | - | - | (1,331,439 | ) | |||||||||||||
| Net revenue | $ | 14,034,214 | $ | 998,127 | $ | 8,338,759 | $ | - | $ | 23,371,100 | ||||||||||
For the three months ended September 30, 2021 foreign and domestic revenues were approximately $13.6 million and $9.8 million, respectively.
Revenue generated for the three months ended September 30, 2020 is as follows:
|
Subscription
Revenue |
Cryptocurrency
Revenue |
Mining Revenue | Fee Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | 5,599,155 | $ | - | $ | 2,493,739 | $ | 3,710 | $ | 8,096,604 | ||||||||||
| Refunds, incentives, credits, and chargebacks | (343,267 | ) | - | - | - | (343,267 | ) | |||||||||||||
| Amounts paid to providers | - | - | - | - | - | |||||||||||||||
| Net revenue | $ | 5,255,888 | $ | - | $ | 2,493,739 | $ | 3,710 | $ | 7,753,337 | ||||||||||
For the three months ended September 30, 2020 foreign and domestic revenues were approximately $7.3 million and $0.5 million, respectively.
Net Income (Loss) per Share
We follow ASC subtopic 260-10, Earnings per Share (“ASC 260-10”), which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic income (loss) per share has been calculated based upon the weighted average number of common shares outstanding. Diluted income (loss) per share reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation.
Potentially dilutive securities excluded from the computation of diluted net loss per share are as follows:
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
|
September 30,
2021 |
September 30,
2020 |
|||||||
| Warrants to purchase common stock | - | 233,060 | ||||||
| Notes convertible into common stock | - | 161,742,478 | ||||||
| Totals | - | 161,975,538 | ||||||
Lease Obligation
We determine if an arrangement is a lease at inception. Operating leases are included in the operating lease right-of-use asset account, the operating lease liability, current account, and the operating lease liability, long term account in our balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
| 14 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have elected to not apply the recognition requirements of ASC 842 to short-term leases (leases with terms of twelve months or less). Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. We have elected the practical expedient and will not separate non-lease components from lease components and will instead account for each separate lease component and non-lease component associated with the lease components as a single lease component.
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Under current GAAP, there are five accounting models for convertible debt instruments. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (2) a convertible debt instrument was issued at a substantial premium. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, the FASB decided to add disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. ASU 2020-06 will be effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of this accounting pronouncement to its financial statements.
We have noted no other recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material impact on our financial statements.
NOTE 4 – RELATED-PARTY TRANSACTIONS
Our related-party payables consisted of the following:
SCHEDULE OF RELATED PARTY PAYABLES
|
September
30,
2021 |
March
31,
2021 |
|||||||
| Convertible Promissory Note entered into on 4/27/20, net of debt discount of $1,114,896 as of September 30, 2021 [1] | $ | 206,772 | $ | 120,318 | ||||
| Convertible Promissory Note entered into on 5/27/20, net of debt discount of $605,301 as of September 30, 2021 [2] | 106,367 | 59,525 | ||||||
| Convertible Promissory Note entered into on 11/9/20, net of debt discount of $1,178,125 as of September 30, 2021 [3] | 163,582 | 53,414 | ||||||
| Accounts payable – related party [4] | 10,000 | 60,000 | ||||||
| Notes for APEX lease buyback [5] | - | 43,000 | ||||||
| Promissory note entered into on 12/15/20, net of debt discount of $304,669 as of September 30, 2021 [6] | 95,331 | 125,838 | ||||||
| Convertible Promissory Note entered into on 3/30/21, net of debt discount of $1,512,700 as of September 30, 2021 [7] | 76,322 | 4,459 | ||||||
| Working Capital Promissory Note entered into on 3/22/21 [8] | 900,291 | - | ||||||
| Total related-party debt | 1,558,665 | 466,554 | ||||||
| Less: Current portion | (1,156,987 | ) | (233,296 | ) | ||||
| Related-party debt, long term | $ | 401,678 | $ | 233,258 | ||||
| 15 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
| [1] | On April 27, 2020 we received proceeds of $1,300,000 from DBR Capital, LLC, an entity controlled by members of our Board of Directors, and entered into a convertible promissory note. The note is secured by shares held by officers and majority shareholders of the Company. The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. Per the original terms of the agreement the note was convertible into common stock at a conversion price of $0.01257 per share, which was amended on November 9, 2020 to reduce the conversion price to $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $1,300,000. During the six months ended September 30, 2021 we recognized $64,786 of the debt discount into interest expense, as well as expensed an additional $108,340 of interest expense on the note, all of which was repaid during the period except for $21,668 which was outstanding in the balance shown here. |
| [2] | On May 27, 2020 we received proceeds of $700,000 from DBR Capital, LLC, an entity controlled by members of our Board of Directors, and entered into a convertible promissory note. The note is secured by shares held by officers and majority shareholders of the Company. The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. Per the original terms of the agreement the note was convertible into common stock at a conversion price of $0.01257 per share, which was amended on November 9, 2020 to reduce the conversion price to $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $700,000. During the six months ended September 30, 2021 we recognized $35,174 of the debt discount into interest expense as well as expensed an additional $70,002 of interest expense on the note, all of which was repaid during the period except for $11,668 which was outstanding in the balance shown here. |
| [3] | On November 9, 2020 we received proceeds of $1,300,000 from DBR Capital, LLC, an entity controlled by members of our Board of Directors, and entered into a convertible promissory note. The note is secured by shares held by officers and majority shareholders of the Company. The note bears interest at 38.5% per annum, made up of a 25% interest rate per annum and a facility fee of 13.5% per annum, payable monthly beginning February 1, 2021, and the principal is due and payable on April 27, 2030. Per the terms of the agreement the note is convertible into common stock at a conversion price of $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $1,300,000. During the six months ended September 30, 2021 we recognized $68,461 of the debt discount into interest expense as well as expensed an additional $250,248 of interest expense on the note, all of which was repaid during the period except for $41,707 which was outstanding in the balance shown here. |
| [4] | In August of 2020 we repurchased 106,000,000 shares of our common stock from CR Capital Holdings, LLC, a shareholder that previously owned over 10% of our outstanding stock and has owners that used to be members of our executive management team, for $120,000. We agreed to pay $10,000 per month for the repurchase. During the six months ended September 30, 2021 we repaid $50,000 of the debt. |
| [5] | During the year ended March 31, 2020 we sold 83 APEX units to related parties which included the sale of high-powered data processing equipment, which they then leased back to us. In September of 2020, our board of directors voted to approve a buyback program wherein all APEX purchasers were offered a promissory note in exchange for cancellation of the lease and our purchase of all rights and obligations under the lease. At that time, we agreed to pay our related parties $237,720 in exchange for all rights and obligations under the APEX lease. After the buyback we repaid our related parties $112,720 in cash and extinguished $82,000 of the amount owed with the issuance of BTC, therefore as of March 31, 2021 we owed related parties $43,000 as a result of the APEX buyback program. During the six months ended September 30, 2021 we repaid $43,000 to extinguish the debt in full. |
| [6] | On December 15, 2020 we received proceeds of $154,000 from Wealth Engineering, an entity controlled by members of our management team and Board of Directors, and entered into a promissory note for $600,000. The term of the note requires monthly repayments of $20,000 per month for 30 months. At inception we recorded a debt discount of $446,000 representing the difference between the cash received and the total amount to be repaid. During the six months ended September 30, 2021 we recognized $89,493 of the debt discount into interest expense and repaid $120,000 of the debt. |
| [7] | Effective March 30, 2021 we restructured a $1,000,000 promissory note with $200,000 of accrued interest, along with a $350,000 short-term advance, with Joseph Cammarata, our Chief Executive Officer. The new note had a principal balance of $1,550,000, had a 5% interest rate, and was convertible at $0.02 per share. As a result of the fixed conversion price we recorded a beneficial conversion feature and debt discount of $1,550,000 on March 30, 2021, which was equal to the face value of the note. Effective September 21, 2021 we entered into an amendment to the note to extend the due date to September 30, 2022, allow for partial conversions, and change the conversion price to $0.008 per share. As the terms of the note changed substantially, we accounted for the amendment as an extinguishment and new note. Through September 21, 2021 we recognized $738,904 of the initial debt discount into interest expense, removed $806,849 of the remaining debt discount from the books, recorded a beneficial conversion feature due to the fixed conversion price and a debt discount of $1,550,000, which was equal to the face value of the amended note, and recorded a net $743,151 into additional paid in capital as a gain due to the extinguishment transaction being between related parties and thus a capital transaction. From September 21, 2021, the date of the amendment and through September 30, 2021 we recognized $37,299 of the $1,550,000 debt discount into interest expense. Also during the six months ended September 30, 2021 we expensed $38,810 of interest expense on the debt, resulting in an accrued interest balance of $39,022 as of September 30, 2021. |
| 16 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
| [8] | On March 22, 2021, Investview, Inc., entered into Securities Purchase Agreements to purchase 100% of the operating assets of SSA Technologies LLC (“SSA”), an entity that owns and operates a FINRA-registered broker-dealer. SSA is controlled and partially owned by Joseph Cammarata, our Chief Executive Officer. Commencing upon execution of the agreements and through the closing of the transactions, we agreed to provide certain transition service arrangements to SSA. In connection with the transactions, we entered into a Working Capital Promissory Note with SSA under which SSA will advance up to $1,500,000 before the end of 2021. The note is due and payable by January 31, 2022, bears interest at the rate of 0.11% per annum, and is secured by the pledge of 12,000,000 shares of our common stock. During the six months ended September 30, 2021 we received proceeds of $900,000 from the Working Capital Promissory note and recognized $291 of interest expense. |
In addition to the above related party debt transactions that were outstanding as of September 30, 2021 and March 31, 2021, during the six months ended September 30, 2021 we obtained a short-term advance of $100,000 from Wealth Engineering, an entity controlled by members of our management team and Board of Directors, and repaid the amount in full.
In addition to the above-mentioned related-party lending arrangements, during the six months ended September 30, 2021 we sold cryptocurrency packages to related parties for gross proceeds of $1,000, we paid related parties $2,289,969 worth of commissions, we paid consulting fees to related parties of $245,450, and made dividend payments to related parties of $4,323. We also paid expenses of MPower and SSA Technologies, LLC in the amounts of $251,405 and $197,523, respectively, under the terms of the Security Purchase Agreements entered into on March 22, 2021 and we closed on the acquisition of MPower’s net assets on September 3, 2021 (see NOTE 10). We also recorded 6,666,667 shares as forfeited as a result of our CAO returning the shares to the Company prior to their vesting date. As a result of the forfeiture, we reversed previously recognized compensation cost of $121,461 during the six months ended September 30, 2021.
NOTE 5 – DEBT
Our debt consisted of the following:
SCHEDULE OF DEBT
|
September
30,
2021 |
March
31,
2021 |
|||||||
| Short-term advance received on 8/31/18 [1] | $ | 5,000 | $ | 5,000 | ||||
| Note issued under the Paycheck Protection Program on 4/17/20 [2] | 512,651 | 510,118 | ||||||
| Loan with the U.S. Small Business Administration dated 4/19/20 [3] | 527,072 | 517,671 | ||||||
| Long term notes for APEX lease buyback [4] | 11,673,209 | 14,795,145 | ||||||
| Total debt | 12,717,932 | 15,827,934 | ||||||
| Less: Current portion [12] | (2,989,513 | ) | (3,143,513 | ) | ||||
| Debt, long term portion | $ | 9,728,419 | $ | 12,684,421 | ||||
| [1] | In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured. During the six months ended September 30, 2021 we made no repayments on the debt. |
| [2] | In April 2020 we received $505,300 in proceeds from the Paycheck Protection Program as established by the CARES Act as a result of a Note entered into with the U.S. Small Business Administration (“SBA”). The note has an interest rate of 1% and matures on April 1, 2022, however, under the terms of the CARES Act the loan may be forgiven if funds are used for qualifying expenses. Under the original note we were required to make monthly payments beginning November 1, 2020, however, the SBA extended the deferral period to 10 months and prior to the payments coming due we applied for loan forgiveness with the SBA, which was approved in November 2021 (see NOTE 11). As no loan payments are due during the SBA review process, we have made no payments on the note to date. During the six months ended September 30, 2021 we recorded $2,533 worth of interest on the loan. |
| [3] | In April 2020 we received proceeds of $500,000 from a loan entered into with the U.S. Small Business Administration. Under the terms of the loan interest is to accrue at a rate of 3.75% per annum and installment payments of $2,437 monthly will begin twelve months from the date of the loan, with all interest and principal due and payable thirty years from the date of the loan. During the six months ended September 30, 2021 we recorded $9,401 worth of interest on the loan. |
| [4] | During the year ended March 31, 2021 we entered into notes with third parties for $19,089,500 in exchange for the cancellation of APEX leases previously entered into, which resulted in our purchase of all rights and obligations under the leases. We agreed to settle a portion of the debt during the year ended March 31, 2021, at a discount to the original note terms offered, by making lump sum payments, issuing shares of our common stock, issuing shares of our preferred stock, and issuing cryptocurrency. The remaining notes are all due December 31, 2024 and have a fixed monthly payment that is equal to 75% of the face value of the note, divided by 48 months. The monthly payments began the last day of January 2021 and continue until December 31, 2024 when the last monthly payment will be made, along with a balloon payment equal to 25% of the face value of the note, to extinguish the debt. During the six months ended September 30, 2021 we repaid a portion of the debt with cash payments of $591,125 and issuances of cryptocurrency valued at $2,530,811. |
| 17 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
NOTE 6 – DERIVATIVE LIABILITY
During the six months ended September 30, 2021, we had the following activity in our derivative liability account:
SCHEDULE OF DERIVATIVE LIABILITY
| Debt | Warrants | Total | ||||||||||
| Derivative liability at March 31, 2021 | $ | - | $ | 307,067 | $ | 307,067 | ||||||
| Derivative liability recorded on new instruments | - | 127,520 | 127,520 | |||||||||
| Derivative liability reduced by warrant exercise (see NOTE 7) | - | (12,285 | ) | (12,285 | ) | |||||||
| (Gain) loss on fair value | - | (283,665 | ) | (283,665 | ) | |||||||
| Derivative liability at September 30, 2021 | $ | - | $ | 138,637 | $ | 138,637 | ||||||
We use the binomial option pricing model to estimate fair value for those instruments convertible into common stock, at inception, at conversion or settlement date, and at each reporting date. During the six months ended September 30, 2021, the assumptions used in our binomial option pricing model were in the following range:
SCHEDULE OF ASSUMPTIONS USED IN BINOMINAL OPTION PRICING MODEL
| Debt | Warrants | |||||
| Risk free interest rate | n/a | 0.53 - 0.98% | ||||
| Expected life in years | n/a | 3.84 - 5.00 | ||||
| Expected volatility | n/a | 204% - 260% |
NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock
We are authorized to issue up to 50,000,000 shares of preferred stock with a par value of $0.001 and our board of directors has the authority to issue one or more classes of preferred stock with rights senior to those of common stock and to determine the rights, privileges, and preferences of that preferred stock.
During the year ended March 31, 2020 our Board of Directors approved the designation of 2,000,000 of the Company’s shares of preferred stock as Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), each with a stated value of $25 per share. Our Series B Preferred Stockholders have liquidation rights ranking senior to our common stockholders, do not have any voting or conversion rights, and are entitled to receive cumulative dividends at the annual rate of 13% per annum of the stated value, equal to $3.25 per annum per share.
As of March 31, 2020, we had no preferred stock issued or outstanding.
During the year ended March 31, 2021 we commenced a security offering to sell a total of 2,000,000 units at $25 per unit (“Unit Offering”), such that each unit consisted of: (i) one share of our newly authorized Series B Preferred Stock and (ii) five warrants each exercisable to purchase one share of common stock at an exercise price of $0.10 per warrant share. Each Warrant offered is immediately exercisable on the date of issuance, will expire 5 years from the date of issuance, and its value has been classified as a fair value liability due to the terms of the instrument (see NOTE 6).
During the six months ended September 30, 2021 we sold 98,875 units for a total of $2,471,875: 97,669 units for cash proceeds of $2,441,725 and 1,206 units for bitcoin proceeds of $30,150. In conjunction with the sale of the units we issued 98,875 shares of Series B Preferred Stock and granted 494,375 warrants during the period.
| 18 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
Preferred Stock Dividends
During the six months ended September 30, 2021 we recorded $409,670 for the cumulative cash dividends due to the shareholders of our Series B Preferred Stock. We made payments of $241,971 in cash and issued $80,905 worth of cryptocurrency to reduce the amounts owed. As a result, we recorded $221,739 as a dividend liability on our balance sheet as of September 30, 2021.
Common Stock
During the six months ended September 30, 2021, we issued 11,500,000 shares of common stock for services and compensation and recognized a total of $1,350,353 in stock-based compensation based on grant date fair values and vesting terms of the awards granted in the current and prior periods. We also issued 82,640 shares of common stock as a result of warrants exercised, resulting in proceeds of $8,264, and we recorded 6,666,667 shares as forfeited (see NOTE 4).
As of September 30, 2021 and March 31, 2021, we had 2,987,397,303 and 2,982,481,329 shares of common stock issued and outstanding, respectively.
Warrants
During the six months ended September 30, 2021 we granted 494,375 warrants in conjunction with our Unit Offering. The warrants, valued at $127,520, are classified as a derivative liability on our balance sheet in accordance with ASC 480, Distinguishing Liabilities from Equity, based on the warrants terms that indicate a fundamental transaction could give rise to an obligation for us to pay cash to our warrant holders (see NOTE 6). Also during the six months ended September 30, 2021, 82,640 warrants were exercised in exchange for common shares, resulting in cash proceeds of $8,264 and a reduction in our derivative liabilities of $12,285.
Transactions involving our warrants are summarized as follows:
SUMMARY OF WARRANTS ISSUED
| Weighted | ||||||||
| Number of | Average | |||||||
| Shares | Exercise Price | |||||||
| Warrants outstanding at March 31, 2021 | 766,585 | $ | 0.10 | |||||
| Granted | 494,375 | $ | 0.10 | |||||
| Canceled/Expired | - | $ | - | |||||
| Exercised | (82,640 | ) | $ | 0.10 | ||||
| Warrants outstanding at September 30, 2021 | 1,178,320 | $ | 0.10 | |||||
Details of our warrants outstanding as of September 30, 2021 is as follows:
SUMMARY OF WARRANTS OUTSTANDING
| Exercise Price | Warrants Outstanding | Warrants Exercisable | Weighted Average Contractual Life (Years) | |||||||||||
| $ | 0.10 | 1,178,320 | 1,178,320 | 4.40 | ||||||||||
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Litigation
In the ordinary course of business, we may be, or have been, involved in legal proceedings from time to time.
During the six months ended September 30, 2021 we were not involved in any material legal proceedings, however, we have recently 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 cryptocurrency products and the operation of our subscription-based multi-level marketing business now known as iGenius. 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 intend to cooperate fully with the SEC’s investigation and will continue to work with outside counsel to review the matter.
NOTE 9 – OPERATING LEASE
In August 2019 we entered an operating lease for office space in Eatontown, New Jersey (the “Eatontown Lease”), in September 2019 we entered an operating lease for office space in Kaysville, Utah (the “Kaysville Lease”), in May 2021 we entered an operating lease for office space in Conroe, Texas (the “Conroe Lease”), in July 2021 we entered an operating lease for office space in Wyckoff, New Jersey (the “Wyckoff Lease”), and in September 2021 we acquired an operating lease for office space in Haverford, Pennsylvania (the “Haverford Lease”) in connection with the MPower acquisition (See NOTE 10).
| 19 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
At commencement of the Eatontown Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $110,097. We have the option to extend the three-year lease term of the Eatontown Lease for a period of one year. In addition, we are obligated to pay twelve monthly installments to cover an annual utility charge of $1.75 per rentable square foot for electric usage within the demised premises. As the lessor has the right to digitally meter and charge us accordingly, these payments were deemed variable and will be expensed as incurred. During the six months ended September 30, 2021 the variable lease costs amounted to $1,662.
At commencement of the Kaysville Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $21,147. On September 30, 2020, the Kaysville Lease expired and as of October 1, 2020, the Company began leasing the property located in Kaysville on a month-to-month basis.
At commencement of the Conroe Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $174,574. We have the option to extend the 24-month term of the Conroe Lease for three additional terms of 24 months.
At commencement of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $22,034. The term of the Wyckoff Lease is 24.5 months.
At date of acquisition of the Haverford lease, right-of-use assets and lease liabilities obtained amounted to $125,522 and $152,961, respectively. The term of the Haverford lease expires on December 31, 2022.
Operating lease expense was $70,922 for the six months ended September 30, 2021. Operating cash flows used for the operating leases during the six months ended September 30, 2021 was $61,180. As of September 30, 2021, the weighted average remaining lease term was 1.46 years and the weighted average discount rate was 12%.
Future minimum lease payments under non-cancellable leases as of September 30, 2021were as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES
| 2021 | ||||
| Remainder of 2022 | $ | 141,510 | ||
| 2023 | 210,180 | |||
| 2024 | 29,040 | |||
| Total | 380,730 | |||
| Less: Interest | (20,121 | ) | ||
| Present value of lease liability | 360,609 | |||
| Operating lease liability, current [1] | (273,364 | ) | ||
| Operating lease liability, long term | $ | 87,245 |
| [1] | Represents lease payments to be made in the next 12 months. |
NOTE 10 – ACQUISITION & NONCONTROLLING INTEREST IN SUBSIDIARY
On March 22, 2021, we entered into a Securities Purchase Agreement to purchase the operating assets and intellectual property rights of MPower Trading Systems, LLC, an entity owned and controlled by our officers and directors. This acquisition closed on September 3, 2021 and we acquired an office lease, furniture and fixtures, and Prodigio, a proprietary software-based trading platform with applications in the brokerage industry. Although MPower had invested many years and significant costs and resources to develop Prodigio, due to the transaction being with a related party, we recorded all assets and liabilities acquired at the carrying value on MPower’s books on the closing date. On the books of MPower, at the time of acquisition, all furniture and fixtures were fully depreciated and Prodigio had a zero carrying value due to MPower expensing their software development costs over time. Consideration paid at closing included the issuance of non-voting membership interests in our wholly owned subsidiary, specifically 565,000,000 Class B Units of Investview Financial Group Holdings, LLC (“Units”). The Units can be exchanged at any time, within 5 years from the date of issuance, for 565,000,000 shares of our common stock on a one-for-one basis. The fair value of the consideration at the if-converted market value of the common shares was $86,558,000 based on the closing market price of $0.1532 on the closing date of September 3, 2021. However, because the transaction was with a related party and the assets and liabilities acquired were recorded to reflect MPower’s carrying value, the consideration was given a book value of zero and a loss on the transaction of $27,439 was recorded in other income (expense) on our statement of operations during the six months ended September 30, 2021. The table below summarizes the values recorded for the assets and liabilities acquired.
| 20 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2021
(Unaudited)
SUMMARY OF ASSETS AND LIABILITIES ACQUIRED
| 2021 | ||||
| Right of use asset | $ | 125,522 | ||
| Total assets acquired | 125,522 | |||
| Lease liability | 152,961 | |||
| Total liabilities assumed | 152,961 | |||
| (Loss) on asset acquisition | $ | (27,439 | ) |
The table below represents the pro forma revenue and net income (loss) for the three and six months ended September 30, 2021 and 2020, assuming the asset acquisition had occurred on April 1, 2020. This pro forma information does not purport to represent what the actual results of our operations would have been had the asset acquisition occurred on this date nor does it purport to predict the results of operations for future periods.
SCHEDULE OF BUSINESS ACQUISTION PRO FORMA INFORMATION
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
|
Three
Months Ended
September 30, |
Six
Months Ended
September 30, |
|||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenues | $ | 23,371,100 | $ | 7,753,337 | $ | 48,998,020 | $ | 13,343,391 | ||||||||
| Net income (loss) | $ | 8,026,425 | $ | (1,454,357 | ) | $ | 16,450,917 | $ | (6,582,399 | ) | ||||||
| Basic income (loss) per common share | $ | 0.00 | $ | (0.00 | ) | $ | 0.01 | $ | (0.00 | ) | ||||||
| Diluted income (loss) per common share | $ | 0.00 | $ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | ||||||
NOTE 11 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855, Subsequent Events, we have evaluated subsequent events through the date of this filing and have determined that there are no subsequent events that require disclosure except as noted below.
In November 2021 we were notified that the U.S. Small Business Administration had approved the forgiveness of our Paycheck Protection Program loan, in the amount of $505,300.
| 21 |
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. When the words “believe,” “expect,” “plan,” “project,” “estimate,” and similar expressions are used, they identify forward-looking statements. These forward-looking statements are based on management’s current beliefs and assumptions and information currently available to management, and involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Information concerning factors that could cause our actual results to differ materially from these forward-looking statements can be found in our periodic reports filed with the Securities and Exchange Commission (“SEC”). The forward-looking statements included in this report are made only as of the date of this report. We disclaim any obligation to update any forward-looking statements whether as a result of new information, future events, or otherwise.
Business Overview
Investview, Inc. (“we”, “our”, the “Company”) is a publicly traded diversified financial technology company with the symbol OTCQB:INVU. We operate through our family of wholly owned subsidiaries to provide dynamic financial education, diversified investment tools, global market research, self-directed brokerage services, institutional trade execution services, innovative advisory services (RIA, CTA), codeless algorithmic trading technologies, crypto mining, optimization, and repair solutions, and adaptive blockchain technologies.
We have spent the majority of fiscal 2021 establishing the company as a FINTECH provider of services. The Company’s objective is to provide a suite of offerings that advance financial technology initiatives in the personal finance, global markets, high speed processing optimization and crypto mining operations.
Our largest subsidiary in terms of revenue is iGenius, LLC. iGenius leverages a worldwide distribution network to provide financial education, technology and tools geared towards self-directed retail investors. Each iGenius membership provides a core set of financial education resources including live market training sessions, a robust library of financial education videos and courses, market calendars, and a variety of research and trade alert channels. These tools provide access to the information necessary to manage and improve one’s financial position. 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 arrangements. Some of these third-party products and services include cryptocurrency packages, discounted travel, crypto trading software and a digital wallet platform. iGenius members who choose to distribute the iGenius products and services can qualify to earn commissions and bonuses for selling memberships and retaining customers under the framework of a network marketing bonus plan.
Kuvera France S.A.S. was our entity in France and iGenius Global LTD is our entity in Northern Ireland. These entities were responsible
for distributing our products and services throughout the European Union. Kuvera France S.A.S. was closed in June of 2021.
S.A.F.E. Management, LLC (“SAFE”) is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated trading strategies to individuals who find they lack the time to trade for themselves. SAFE is committed to bringing innovative trade methodologies, strategies, and algorithms for all worldwide financial markets. SAFE will be structured under the Investview Financial Group Holdings, LLC and is planned to relaunch their services primarily focused on commodities and FOREX as a Commodity Trading Advisor.
SAFETek, LLC is a Blockchain technology company that provides leading-edge research, development, and management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. SAFETek’s Bitcoin mining operations in North America and other international locations aim to maintain optimal efficiency and profitability while running on sustainable, low-cost, and/or renewable energy sources. At these locations, SAFETek manages nearly 10,000 next-generation Bitcoin ASIC miner machines, with over 80% powered by renewable energy. SAFETek is also developing new and more efficient ways to mine cryptocurrencies through innovations in hardware, liquid immersion, firmware, and additional ways to develop and utilize renewable energy sources. The majority of this development and innovation work occurs at SAFETek’s 20,000 square foot facility in Texas that was opened in May 2021. At this facility, SAFETek operates a 24/7/365 Managed Network Operation Center (NOC) to achieve higher efficiency, productivity, and availability, a Bitcoin ASIC Miner Repair Service to clean, refurbish and optimize existing Bitcoin Mining Servers, a research and development center to test and develop new Bitcoin Mining firmware and liquid immersion systems, and a manufacturing facility to build mobile Bitcoin Mining Data Center Facilities. With these products and services, SAFETek aims to increase the hashrate, uptime, profitability, and overall ROI of crypto currency mining operations for ourselves and for our customers.
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Apex Tek, LLC was the entity responsible for sales of the APEX program. Launched in September 2019, the APEX product pack included hardware, firmware, software and purchase protection that was purchased and then leased to SAFETek, LLC. We have currently ceased selling the APEX package and bought back all leases associated with the business. There are currently no operations or activity in Apex Tek, LLC.
United Games, LLC, United League, LLC, and Investment Tools & Training, LLC have had no operations and will be restructured or eliminated. Investview Financial Group Holdings, LLC and Investview MTS, LLC will be used in conjunction with our anticipated acquisition of the operating assets of SSA Technologies LLC, an entity that owns and operates LevelX Capital LLC, a FINRA registered broker-dealer and LevelX Advisors LLC, a registered investment advisor. Investview Financial Group Holdings, LLC owns Prodigio, a proprietary software-based trading platform with applications in the brokerage industry.
Results of Operations
Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020
Revenues
We recorded net revenue of $23,371,100 for the three months ended September 30, 2021, which was an increase of $15,617,763 or 201%, from the prior period net revenue of $7,753,337. The increase can be explained by an increase of Bitcoin value, an increase in active Bitcoin miners, the introduction of NDAU, the world’s first adaptive digital currency product, and improvements to our iGenius product offerings and distribution in new markets.
Our gross billings increased by 216%, or $17,475,725, to $25,572,329 in the three months ended September 30, 2021, versus $8,096,604 in the three months ended September 30, 2020, as a result of the activity noted above.
Operating Costs and Expenses
We recorded operating costs and expenses of $15,967,518 for the three months ended September 30, 2021, which was an increase of $8,718,553, or 120%, from the prior period’s operating costs and expenses of $7,248,965. The increase can be explained, in general, by the growth of our operations and increases in our revenue. Specifically, there was an increase in our commissions of $6,518,278, or 191%, from $3,416,713 for the three months ended September 30, 2020, to $9,934,991 for the three months ended September 30, 2021. There was also an increase in our general and administrative expenses of $2,113,314, or 579%, from $364,826 for the three months ended September 30, 2020, to $2,478,140 for the three months ended September 30, 2021. The increase in commissions was a result of the increase in subscription and cryptocurrency revenue and the increase in general and administrative expenses was due to our cancellation of 200,000,000 shares that were returned in the three months ended September 30, 2020 in conjunction with the termination of a Joint Venture Agreement which resulted in the reversal of previously recorded expense of $951,956, thus offsetting total general and administrative expenses by that amount. No similar cancellation or reversal of expenses occurred in the current period.
Other Income and Expenses
We recorded other income (expense) of $971,767 for the three months ended September 30, 2021, which was a difference of $2,661,602, or 158%, from the prior period other income (expense) of $(1,689,835). The change is mostly due a decrease in interest expense from $2,480,067 in the three months ended September 30, 2020 compared to interest expense of $6,000 in the three months ended September 30, 2021 and an increase in realized gain on cryptocurrency from $86,427 for the three months ended September 30, 2020 versus $1,651,024 for the three months ended September 30, 2021. The decrease in the interest expense from the prior period was due to our efforts to restructure debt and payoff high-interest borrowings and the increase in the realized gain on cryptocurrency was simply due to the change in market value of cryptocurrency from the point at which we obtained the digital coins versus when we used the digital coins.
Six Months Ended September 30, 2021 Compared to Six Months Ended September 30, 2020
Revenues
We recorded net revenue of $48,997,665 for the six months ended September 30, 2021, which was an increase of $35,654,512 or 267%, from the prior period net revenue of $13,343,153. The increase can be explained by an increase of Bitcoin value, an increase in active Bitcoin miners, the introduction of NDAU, the world’s first adaptive digital currency product, and improvements to our iGenius product offerings and distribution in new markets.
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Our gross billings increased by 338%, or $47,348,406, to $61,351,529 in the six months ended September 30, 2021, versus $14,003,123 in the six months ended September 30, 2020, as a result of the activity noted above.
Operating Costs and Expenses
We recorded operating costs and expenses of $31,056,633 for the six months ended September 30, 2021, which was an increase of $15,211,054, or 96%, from the prior period’s operating costs and expenses of $15,845,579. The increase can be explained, in general, by the growth of our operations and increases in our revenue. Specifically, there was an increase in our commissions of $11,926,868, or 176%, from $6,790,544 for the six months ended September 30, 2020, to $18,717,412 for the six months ended September 30, 2021. Also, there was an increase in general and administrative expenses of $1,715,006, or 61%, from $2,809,618 for the three months ended September 30, 2020, to $4,524,624 for the three months ended September 30, 2021. The increase in commissions was a result of the increase in subscription and cryptocurrency revenue and the increase in general and administrative expenses was due to our cancellation of 200,000,000 shares that were returned in the six months ended September 30, 2020 in conjunction with the termination of a Joint Venture Agreement which resulted in the reversal of previously recorded expense of $951,956, thus offsetting total general and administrative expenses by that amount. No similar cancellation or reversal of expenses occurred in the current period.
Other Income and Expenses
We recorded other income (expense) of $(789,836) for the six months ended September 30, 2021, which was a difference of $2,806,003, or 78%, from the prior period other income (expense) of $(3,595,839). The change is mostly due a decrease in interest expense from $4,727,165 in the six months ended September 30, 2020 compared to interest expense of $11,934 in the six months ended September 30, 2021, offset by an increase in interest expense, related parties from $389,720 in the six months ended September 30, 2020 compared to $1,523,477 for the six months ended September 30, 2021. The decrease in the interest expense from the prior period was due to our efforts to restructure debt and payoff high-interest borrowings and the increase in the interest expense, related parties was due to the Company obtaining funding from related parties in the form of convertible debt, which resulted in beneficial conversion features being recorded at the time of the borrowing and the debt discount being amortized to interest expense, related party, over the term of the notes.
Liquidity and Capital Resources
During the six months ended September 30, 2021, we recorded net income of $17,147,249, generated $14,657,763 in cash through our operating activities, and generated $1,959,678 through financing activities. We used this cash to fund operations and fund the purchase of $843,990 worth of fixed assets. As a result, our cash, cash equivalents, and restricted cash increased by $15,771,769 to $22,433,596 as compared to $6,661,827 at the beginning of the fiscal year.
As of September 30, 2021, our current assets exceeded our current liabilities to result in working capital of $19,397,106, which was an increase from the working capital of $2,005,538 as of March 31, 2021.
Critical Accounting Policies
Basis of Presentation
Our financial statements are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Prior to September 20, 2021 we operated the Company on a March 31 fiscal year end. Effective September 20, 2021, our Board of Directors acted by unanimous written consent to change our fiscal year end to December 31.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the six months ended September 30, 2021, are not necessarily indicative of the operating results that may be expected for the filing of our December 31, 2021 Form 10-K that will cover the transition period for our new fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2021 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2021.
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Principles of Consolidation
The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries: iGenius, LLC, Kuvera France S.A.S., Apex Tek, LLC, SAFETek, LLC, S.A.F.E. Management, LLC, United Games, LLC, United League, LLC, Investment Tools & Training, LLC, iGenius Global LTD, Investview Financial Group Holdings, LLC, and Investview MTS, LLC. All intercompany transactions and balances have been eliminated in consolidation.
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
The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a 10-day trial period to first time subscription customers, during which a full refund can be requested if a customer does not wish to continue with the product. Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of September 30, 2021 and March 31, 2021 our deferred revenues were $2,820,120 and $1,561,188, respectively.
Mining Revenue
Through our wholly owned subsidiary, SAFETek, LLC, we leased computer 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 computer equipment. We use the computer equipment to validate and process public blockchain transactions (commonly referred to as “mining”). As compensation for mining, we are issued block rewards and transaction fees from public blockchain networks in the form of newly created cryptocurrency units. Our mining activities constitute the 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 providers. The various packages include different amounts of coin with differing rates of returns and terms and, in some cases, include a product protection option that allows the purchaser to protect their initial purchase price. The protection allows the purchaser to obtain 50% of their purchase price at five years or 100% of their purchase price at ten years. Both the coin and the protection option are delivered by third-party providers.
We recognize cryptocurrency revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-parties to provide coin and protection (if applicable) to our customers and payment is received from our customers at the time of order placement. All customers are given two weeks to request a refund, therefore we record a customer advance on our balance sheet upon receipt of payment. After the two weeks have passed from order placement, we request our third-party providers to deliver coin and protection (if applicable), at which time we recognize revenue and the amounts due to our providers on our books. As of September 30, 2021 and March 31, 2021 our customer advances related to cryptocurrency revenue were $870,168 and $2,067,313, respectively.
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Fee Revenue
We generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we receive payment for such advisory fees in the month following recognition.
Revenue generated for the six months ended September 30, 2021 is as follows:
|
Subscription
Revenue |
Cryptocurrency
Revenue |
Mining Revenue | Fee Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | 26,436,065 | $ | 18,205,143 | $ | 16,710,321 | $ | - | $ | 61,351,529 | ||||||||||
| Refunds, incentives, credits, and chargebacks | (1,552,154 | ) | - | - | - | (1,552,154 | ) | |||||||||||||
| Amounts paid to providers | - | (10,801,710 | ) | - | - | (10,801,710 | ) | |||||||||||||
| Net revenue | $ | 24,883,911 | $ | 7,403,433 | $ | 16,710,321 | $ | - | $ | 48,997,665 | ||||||||||
For the six months ended September 30, 2021 foreign and domestic revenues were approximately $25.5 million and $23.5 million, respectively.
Revenue generated for the six months ended September 30, 2020 is as follows:
|
Subscription
Revenue |
Cryptocurrency
Revenue |
Mining Revenue | Fee Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | 10,159,115 | $ | - | $ | 3,836,285 | $ | 7,723 | $ | 14,003,123 | ||||||||||
| Refunds, incentives, credits, and chargebacks | (659,970 | ) | - | - | - | (659,970 | ) | |||||||||||||
| Amounts paid to providers | - | - | - | - | - | |||||||||||||||
| Net revenue | $ | 9,499,145 | $ | - | $ | 3,836,285 | $ | 7,723 | $ | 13,343,153 | ||||||||||
For the six months ended September 30, 2020 foreign and domestic revenues were approximately $8.9 million and $4.4 million, respectively.
Revenue generated for the three months ended September 30, 2021 is as follows:
|
Subscription
Revenue |
Cryptocurrency
Revenue |
Mining Revenue | Fee Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | 14,904,004 | $ | 2,329,566 | $ | 8,338,759 | $ | - | $ | 25,572,329 | ||||||||||
| Refunds, incentives, credits, and chargebacks | (869,790 | ) | - | - | - | (869,790 | ) | |||||||||||||
| Amounts paid to providers | - | (1,331,439 | ) | - | - | (1,331,439 | ) | |||||||||||||
| Net revenue | $ | 14,034,214 | $ | 998,127 | $ | 8,338,759 | $ | - | $ | 23,371,100 | ||||||||||
For the three months ended September 30, 2021 foreign and domestic revenues were approximately $13.6 million and $9.8 million, respectively.
Revenue generated for the three months ended September 30, 2020 is as follows:
|
Subscription
Revenue |
Cryptocurrency
Revenue |
Mining Revenue | Fee Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | 5,599,155 | $ | - | $ | 2,493,739 | $ | 3,710 | $ | 8,096,604 | ||||||||||
| Refunds, incentives, credits, and chargebacks | (343,267 | ) | - | - | - | (343,267 | ) | |||||||||||||
| Amounts paid to providers | - | - | - | - | - | |||||||||||||||
| Net revenue | $ | 5,255,888 | $ | - | $ | 2,493,739 | $ | 3,710 | $ | 7,753,337 | ||||||||||
For the three months ended September 30, 2020 foreign and domestic revenues were approximately $7.3 million and $0.5 million, respectively.
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Recently Issued Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Under current GAAP, there are five accounting models for convertible debt instruments. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (2) a convertible debt instrument was issued at a substantial premium. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, the FASB decided to add disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. ASU 2020-06 will be effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of this accounting pronouncement to its financial statements.
We have noted no other recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material impact on our financial statements.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity, or capital expenditures.
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.
ITEM 4 – CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our acting Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our acting Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures were effective.
Changes in Internal Controls
There were no changes in our internal controls over financial reporting during the fiscal quarter ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1 – LEGAL PROCEEDINGS
We have recently 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 cryptocurrency products and the operation of our subscription-based multi-level marketing business now known as iGenius. 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 intend to cooperate fully with the SEC’s investigation and will continue to work with outside counsel to review the matter.
ITEM 1.A – RISK FACTORS
We have received a subpoena from the SEC.
On November 9, 2021, we received a subpoena from the SEC for the production of documents. We have reason to believe that the focus of the SEC’s inquiry involves whether we have violated the federal securities laws in connection with, among other things, the offer and sale of cryptocurrency products and the operation of our subscription-based multi-level marketing business now known as iGenius. We intend to fully cooperate with the SEC in this matter. Responding to the subpoena will and may continue to entail cost and management’s attention. The existence of an SEC investigation and its potential outcome could have a material adverse effect on us and our business and operations.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 – OTHER INFORMATION
On November 16, 2021, we and DBR Capital, LLC, entered into a Third Amendment to the Amended and Restated Securities Purchase Agreement dated as of November 9, 2021 (the “Agreement”). The new amendment changes the deadlines for the fourth and fifth closings under the Agreement from December 31, 2021, to December 31, 2022. The fourth and fifth closings remain at the sole discretion of DBR Capital and we cannot provide any assurance that they will occur when contemplated or ever.
The new amendment also revised the language of the change of control provisions to reflect James R. Bell’s appointment as our acting Chief Executive Officer.
The foregoing information is intended as a summary of the reported amendment and is qualified in its entirety by reference to the complete text of the amendment, which is filed as Exhibit 10.97 to this Report and incorporated herein by reference.
ITEM 6 – EXHIBITS
The following exhibits are filed as a part of this report:
|
Exhibit Number* |
Title of Document | Location | ||
| Item 10 | Material Contracts | |||
| 10.91 | Amended and Restated Securities Purchase Agreement between and among Investview MTS, LLC, Investview Financial Group Holdings, LLC, Investview, Inc, and MPower Trading Systems, LLC dated as of September 3, 2021 | Incorporated by reference to the Current Report on Form 8K filed September 10, 2021 | ||
| 10.92 | Bill of Sale, Assignment and Assumption between Investview MTS, LLC, and MPower Trading Systems, LLC dated as of September 3, 2021 | Incorporated by reference to the Current Report on Form 8K filed on September 10, 2021 | ||
| 10.93 | Registration Rights Agreement dated as of September 3, 2021 | Incorporated by reference to the Current Report on Form 8K filed on September 10, 2021 |
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| 10.94 | Debt Conversion Agreement between Investview, Inc. and Joseph Cammarata, effective as of March 30, 2021 | Incorporated by reference to the Current Report on Form 8K filed on September 29, 2021 | ||
| 10.95 | Convertible Promissory Note due March 30, 2022, dated March 30, 2021 | Incorporated by reference to the Current Report on Form 8K filed on September 29, 2021 | ||
| 10.96 | Amendment One to Convertible Promissory Note dated March 30, 2021 | Incorporated by reference to the Current Report on Form 8K filed on September 29, 2021 | ||
| 10.97 | Third Amendment to Amended and Restated Securities Purchase Agreement dated as of November 9, 2021 | This filing. | ||
| Item 31 | Rule 13a-14(a)/15d-14(a) Certifications | |||
| 31.01 | Certification of Acting Principal Executive Officer Pursuant to Rule 13a-14 | This filing. | ||
| 31.02 | Certification of Principal Financial Officer Pursuant to Rule 13a-14 | This filing. | ||
| Item 32 | Section 1350 Certifications | |||
| 32.01 | Certification of Acting Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | This filing. | ||
| 32.02 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | This filing. | ||
| Item 101*** | Interactive Data File | |||
| 101.INS | Inline XBRL Instance Document | This filing. | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | This filing. | ||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | This filing. | ||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | This filing. | ||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | This filing. | ||
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase |
This filing. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | This filing. | ||
| * | All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit. |
| ** | Identifies each management contract or compensatory plan or arrangement required to be filed as an exhibit as required by Item 15(a)(3) of Form 10-K. |
| *** | Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability. |
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SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INVESTVIEW, INC. | ||
| Dated: November 22, 2021 | By: | /s/ James R. Bell |
| James R. Bell | ||
| Acting Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Dated: November 22, 2021 | By: | /s/ Ralph R. Valvano |
| Ralph R. Valvano | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Accounting Officer) | ||
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Exhibit 10.97
INVESTVIEW, INC.
THIRD AMENDMENT TO
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
This Third Amendment (this “Amendment”) to that certain Amended and Restated Securities Purchase Agreement dated as of November 9, 2020 (the “Purchase Agreement”) by and between Investview, Inc., a Nevada corporation (the “Company”), DBR Capital, LLC, a Pennsylvania limited liability company (the “Purchaser”) and, solely for the purposes of Section 3.06 and the other sections expressly referenced therein, Joseph Cammarata, as previously amended by that certain First Amendment dated as of March 22, 2021 and by that certain Second Amendment dated as of May 27, 2021, is made as of November 16, 2021 by and between the Company and the Investor.
RECITALS
WHEREAS, capitalized terms used but not defined herein shall have the meanings set forth for such terms in the Purchase Agreement.
WHEREAS, the Company and the Investor each desire to amend the SPA pursuant to Section 12.01 of the SPA and to accept the rights and obligations created pursuant hereto.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and the other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1.1 Section 3.04 shall be deemed amended and restated in its entirety as follows:
3.04 the closing with respect to the transactions contemplated in Section 2.04 hereof (the closing at which the Fourth Closing Note(s) is/are issued, if any, as applicable, is referred to herein as the “Fourth Closing”) shall occur on December 31, 2022; provided, however, that such date may be accelerated (but not delayed unless otherwise mutually agreed to by the parties in a writing) for completion of the Fourth Closing, in whole or in part, to the earlier of:
(i) the date specified by written notice by the Company to the Purchaser and agreed to in a separate writing by the Purchaser, which date shall be not less than 90 days following the date of such notice and which notice shall specify the portion of the Fourth Closing requested on such date, or
(ii) the date specified by written notice by the Purchaser to the Company, which date shall not be less than 30 days following the date of such notice and which notice shall specify the portion of the Fourth Closing required on such date
(either such notice of acceleration, the “Fourth Closing Acceleration Notice”); and further provided, that notwithstanding the foregoing, the Fourth Closing is in Purchaser’s sole discretion to effect or not effect, and the Purchaser will confirm its decision to proceed by delivery of written notice to the Company (the “Fourth Closing Notice”) on or before December 31, 2022 or the earliest date provided in a Fourth Closing Acceleration Notice, which Fourth Closing Notice shall set forth the date for effecting the Fourth Closing (the “Fourth Closing Date”) and the Company will effect the Fourth Closing on the Fourth Closing Date or at such other date as the Company and the Purchaser may agree, remotely via the exchange of documents and signatures; and
1.2 Section 3.05 shall be deemed amended and restated in its entirety as follows:
3.05 the closing with respect to the transactions contemplated in Section 2.05 hereof (the closing at which the Fifth Closing Note(s) is/are issued, if any, as applicable, is referred to herein as the “Fifth Closing”) shall occur on December 31, 2022; provided, however, that such date may be accelerated (but not delayed unless otherwise mutually agreed to by the parties in a writing) for completion of the Fifth Closing, in whole or in part, to the earlier of:
(i) the date specified by written notice by the Company to the Purchaser and agreed to in a separate writing by the Purchaser, which date shall be not less than 90 days following the date of such notice and which notice shall specify the portion of the Fifth Closing requested on such date, or
(ii) the date specified by written notice by the Purchaser to the Company, which date shall not be less than 30 days following the date of such notice and which notice shall specify the portion of the Fifth Closing required on such date
(either such notice of acceleration, the “Fifth Closing Acceleration Notice”); and further provided, that notwithstanding the foregoing, the Fifth Closing is in Purchaser’s sole discretion to effect or not effect, and the Purchaser will confirm its decision to proceed by delivery of written notice to the Company (the “Fifth Closing Notice”) on or before December 31, 2022 or the earliest date provided in a Fifth Closing Acceleration Notice, which Fifth Closing Notice shall set forth the date for effecting the Fifth Closing (the “Fifth Closing Date”) and the Company will effect the Fifth Closing on the Fifth Closing Date or at such other date as the Company and the Purchaser may agree, remotely via the exchange of documents and signatures.
1.3 Clause (4) of the definition of “Change of Control” in Section 11 shall be deemed amended and restated in its entirety as follows:
James R. Bell ceases to be chief executive officer of the Company or ceases to fulfill the duties of such role and a successor chief executive officer acceptable to the Purchaser shall not have been appointed within 90 days; upon any appointment of a successor chief executive officer determined to be acceptable by the Purchaser, this clause (4) shall apply to any such successor ceasing to be chief executive officer of the Company or ceasing to fulfill the duties of such role.
1.4 Except as expressly modified by this Amendment, the Purchase Agreement shall remain unmodified and in full force and effect.
1.5 Sections 12.01, 12.02, 12.03, 12.05, 12.06, 12.08, 12.10, 12.11, and 12.12 of the Purchase Agreement shall be deemed incorporated by reference to this Amendment as applied mutatis mutandis.
(signature page follows)
| 2 |
The parties are signing this Third Amendment to Amended and Restated Purchase Agreement as of the date stated in the introductory clause.
| INVESTVIEW, INC. | |
| a Nevada corporation |
| By: | /s/ James R. Bell | |
| Name: | James R. Bell | |
| Title: | Acting Chief Executive Officer |
(Signature page to Third Amendment to Amended and Restated Purchase Agreement)
The parties are signing this Third Amendment to Amended and Restated Purchase Agreement as of the date stated in the introductory clause.
| PURCHASER | |
| DBR CAPITAL, LLC |
| By: | /s/ David B. Rothrock | |
| Name: | David B. Rothrock | |
| Title: | Managing Member Executive |
(Signature page to Third Amendment to Amended and Restated Purchase Agreement)
Exhibit 31.01
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, James R. Bell, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 of Investview, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation;
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: November 22, 2021 | |
| /s/ James R. Bell | |
| James R. Bell | |
| Acting Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.02
CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Ralph R. Valvano, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 of Investview, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation;
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: November 22, 2021 | |
| /s/ Ralph R. Valvano | |
| Ralph R. Valvano | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.01
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Investview, Inc. (the “Company”) for the Quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James R. Bell, the Acting Chief Executive Officer, of the Company, do hereby certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 22, 2021
| /s/ James R. Bell | |
| James R. Bell | |
| Acting Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.02
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Investview, Inc. (the “Company”) for the Quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ralph R. Valvano, the Chief Financial Officer, of the Company, do hereby certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 22, 2021
| /s/ Ralph R. Valvano | |
| Ralph R. Valvano | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |