UNITED STATES SECURITIES AND EXCHANGE COMMISSION
|
||
Washington, D.C. 20549
|
||
|
||
Amendment No. 2 to
|
||
FORM S-1/A
|
||
|
||
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
|
||
|
||
INVESTVIEW, INC.
|
||
(Exact
name of registrant as specified in its charter)
|
||
|
||
Nevada
|
7389
|
87-0369205
|
(State
or other jurisdiction of incorporation or
organization)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer Identification No.)
|
|
||
12 South 400 West, Salt Lake City, UT 84101
|
||
Telephone 888-778-5372
|
||
(Address,
including zip code and telephone number, including area code, of
registrant’s principal executive offices)
|
||
|
||
Ryan Smith, Chief Executive Officer
|
||
Investview, Inc.
|
||
12 South 400 West, Salt Lake City, UT 84101
|
||
Telephone: 888-778-5372
|
||
(Name,
address, including zip code and telephone number, including area
code, of agent for service)
|
||
|
||
Copy to:
|
||
Kevin C. Timken
|
||
Michael Best & Friedrich LLP
|
||
170 South Main Street, Suite 1000, Salt Lake City, UT
84101
|
||
Telephone: 385-695-6450
|
||
|
||
From time to time after the effectiveness of this registration
statement.
|
||
(Approximate
date of commencement of proposed sale to the public)
|
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
filer ☐
|
Smaller
reporting company
☒
|
Emerging
growth company ☐
|
|
|
Amount to be
|
Proposed Maximum
|
Proposed Maximum
|
Amount of
|
Title of Each Class of Securities to be Registered
|
Registered
(1)(2)
|
Offering Price per Share
(2)
|
Aggregate Offering Price
|
Registration Fee
|
Common
stock, $0.001 par value
|
103,000,000
|
$0.0122
|
$1,256,600
|
$152.30
|
●
|
on the
OTC Markets or otherwise;
|
|
|
●
|
at
market prices, which may vary during the offering period, or at
negotiated prices; and
|
|
|
●
|
in
ordinary brokerage transactions, in block transactions, in
privately negotiated transactions, or otherwise.
|
|
Page
|
|
|
Prospectus
Summary
|
1
|
Forward-Looking
Statements
|
3
|
Risk
Factors
|
4
|
Price
Range of Common Stock and Dividend Policy
|
12
|
Use of
Proceeds
|
13
|
Capitalization
|
13
|
Dilution
|
14
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
|
14
|
Business
|
21
|
Management
|
24
|
Executive
Compensation
|
26
|
Principal
Stockholders
|
28
|
Transactions
with Related Persons, Promoters, and Control Persons
|
29
|
The
Equity Purchase Transactions
|
30
|
Selling
Stockholders
|
32
|
Plan of
Distribution
|
33
|
Description
of Capital Stock
|
34
|
Where
You Can Find Additional Information
|
35
|
Legal
Matters
|
35
|
Experts
|
36
|
Index
to Financial Statements
|
F-1
|
Common
stock offered by the selling stockholders:
|
|
Up to
100,000,000 shares by Investor and 3,000,000 shares by TRITON FUNDS
LLC
|
|
|
|
Common
stock outstanding before the offering:
|
|
2,639,161,318
shares, which includes the 3,000,000 shares held by TRITON FUNDS
LLC
|
|
|
|
Common
stock to be outstanding after giving effect to the issuance of the
offered shares registered hereunder:
|
|
2,739,161,318
shares
|
|
|
|
Shares
issuable upon exercise of outstanding options and
warrants:
|
|
The
total number of shares of our common stock outstanding before the
offering, and to be outstanding after giving effect to the issuance
of 100,000,000 shares registered hereunder, excludes about 35,000
shares of common stock reserved for the exercise of outstanding
options and
5,587,497
shares issuable on
the exercise of outstanding options and warrants.
|
|
|
|
Use of
proceeds:
|
|
We will
not receive any proceeds from the sale of the shares of common
stock by the selling stockholders in this offering. However, we may
receive up to $1.0 million from sales of shares to Investor under
the CSPA. Proceeds that we receive from sales under the CSPA will
be used to further develop our products, reduce current
liabilities, and fund general corporate purposes.
See
“Use of
Proceeds.”
|
|
|
|
Risk
factors:
|
|
This
investment involves a high degree of risk.
See
“Risk Factors” for a
discussion of factors you should consider carefully before making
an investment decision.
|
|
|
|
OTC
Markets (OTCQB) symbol:
|
|
INVU
|
|
Low
|
|
High
|
2019:
|
|
|
|
Fourth
Quarter (through March 5)
|
$0.008
|
|
$0.02
|
Third
Quarter
|
0.006
|
|
0.02
|
Second
Quarter
|
0.030
|
|
0.01
|
First
Quarter
|
0.011
|
|
0.03
|
|
|
|
|
2018:
|
|
|
|
Fourth
Quarter
|
0.024
|
|
0.07
|
Third
Quarter
|
0.051
|
|
0.10
|
Second
Quarter
|
0.064
|
|
0.08
|
First
Quarter
|
0.005
|
|
0.07
|
|
|
|
|
2017:
|
|
|
|
Fourth
Quarter
|
0.002
|
|
0.01
|
Third
Quarter
|
0.002
|
|
0.01
|
Second
Quarter
|
0.003
|
|
0.01
|
First
Quarter
|
0.007
|
|
0.10
|
|
|
|
|
|
|
Number of Securities
|
|
|
Number of
|
|
|
|
Remaining Available
|
|
|
Securities To Be
|
|
Weighted-Average
|
|
for Future Issuance under
|
|
|
Issued upon Exercise of
|
|
Exercise Price of
|
|
Equity Compensation Plans
|
|
|
Outstanding Options,
|
|
Outstanding Options,
|
|
(excluding securities
|
|
|
Warrants and Rights
|
|
Warrants and Rights
|
|
reflected in column (a))
|
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
|
|
|
|
|
Equity
compensation plans
|
|
|
|
|
|
|
approved by
security holders
|
|
--
|
|
--
|
|
--
|
Equity
compensation plans
|
|
|
|
|
|
|
approved by
security holders
|
|
35,000
|
|
$10
|
|
--
|
Trading price on
the date immediately preceding the date of this
prospectus
|
|
$0.0169
|
Net tangible book
value deficit per share as of December 31,
2018
|
$(0.0025)
|
|
Benefit to existing
stockholders attributable to sale of stock in this
offering
|
(0.0044)
|
|
Pro forma net
tangible book deficit per share after the offering, as
adjusted
|
(0.0019)
|
|
Dilution per share
to purchasers in this offering
|
|
$0.0188
|
|
|
Subscription
Revenue
|
|
|
Equipment Sales
|
|
|
Cryptocurrency Mining Revenue
|
|
|
Total
|
|
||||
Gross
billings
|
|
$
|
21,882,055
|
|
|
$
|
698,954
|
|
|
$
|
5,690,380
|
|
|
$
|
28,258,639
|
|
Refunds,
incentives, credits, and chargebacks
|
|
|
(1,047,007
|
)
|
|
|
(4,000
|
)
|
|
|
(6,501
|
)
|
|
|
(1,057,508
|
)
|
Amounts
paid to supplier
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,871,278
|
)
|
|
|
(3,858,528
|
)
|
Net
revenue
|
|
$
|
20,835,048
|
|
|
$
|
694,954
|
|
|
$
|
1,812,601
|
|
|
$
|
23,342,603
|
|
|
|
Subscription
Revenue
|
|
|
Equipment Sales
|
|
|
Cryptocurrency Mining Revenue
|
|
|
Total
|
|
||||
Gross
billings
|
|
$
|
10,371,884
|
|
|
$
|
-
|
|
|
$
|
1,336,895
|
|
|
$
|
11,708,779
|
|
Refunds,
incentives, credits, and chargebacks
|
|
|
(382,885
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(382,885
|
)
|
Amounts
paid to supplier
|
|
|
-
|
|
|
|
-
|
|
|
|
(796,889
|
)
|
|
|
(796,889
|
)
|
Net
revenue
|
|
$
|
9,988,999
|
|
|
$
|
-
|
|
|
$
|
540,006
|
|
|
$
|
10,529,005
|
|
|
|
Subscription
Revenue
|
|
|
Equipment Sales
|
|
|
Cryptocurrency Mining Revenue
|
|
|
Total
|
|
||||
Gross
billings
|
|
$
|
7,204,415
|
|
|
$
|
698,954
|
|
|
$
|
40,779
|
|
|
$
|
7,944,148
|
|
Refunds,
incentives, credits, and chargebacks
|
|
|
(200,613
|
)
|
|
|
(4,000
|
)
|
|
|
(6,501
|
)
|
|
|
(211,114
|
)
|
Amounts
paid to supplier
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
revenue
|
|
$
|
7,003,802
|
|
|
$
|
694,954
|
|
|
$
|
34,278
|
|
|
$
|
7,733,034
|
|
|
|
Subscription
Revenue
|
|
|
Equipment Sales
|
|
|
Cryptocurrency Mining Revenue
|
|
|
Total
|
|
||||
Gross
billings
|
|
$
|
3,660,708
|
|
|
$
|
-
|
|
|
$
|
1,336,895
|
|
|
$
|
4,997,603
|
|
Refunds,
incentives, credits, and chargebacks
|
|
|
(264,816
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(264,816
|
)
|
Amounts
paid to supplier
|
|
|
-
|
|
|
|
-
|
|
|
|
(796,889
|
)
|
|
|
(796,889
|
)
|
Net
revenue
|
|
$
|
3,395,892
|
|
|
$
|
-
|
|
|
$
|
540,006
|
|
|
$
|
3,935,898
|
|
●
|
a
generous bonus program for independent affiliates;
|
●
|
a
management team with extensive experience in financial education
and market strategy research/technology;
|
●
|
a young
and motivated distributor base;
|
●
|
a large
demographic that services all genders, races, religions, and
nationalities; and
|
●
|
a
delivery platform enabling us to launch new products quickly and
efficiently worldwide.
|
Name
|
|
Age
|
|
Position
|
Ryan
Smith
|
|
52
|
|
Chief
Executive Officer and Director
|
Annette
Raynor
|
|
54
|
|
Chief
Operating Officer and Director
|
Chad
Miller
|
|
53
|
|
Director
|
William
C. Kosoff
|
|
76
|
|
Acting
Chief Financial Officer
|
Name and Principal Position
|
Fiscal Year
|
Salary
|
Stock Awards
|
Option Awards
|
Non-Equity Incentive Plan Compensation
|
Change in Pension Value and Non Qualified Deferred Compensation
Earnings
|
All Other Compensation
|
Total
|
|
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
Ryan Smith
|
2018
|
217,500
[1]
|
-
|
-
|
-
|
-
|
111,935
[1]
|
329,435
|
CEO
and Director
|
2017
|
80,000
[1]
|
-
|
-
|
-
|
115,000
|
-
|
195,000
|
Annette
Raynor
|
2018
|
207,500
[2]
|
-
|
-
|
-
|
-
|
103,935
[2]
|
311,435
|
COO and
Director
|
2017
|
80,000
[2]
|
-
|
-
|
-
|
115,000
|
-
|
195,000
|
Chad
Miller
|
2018
|
217,500
[3]
|
-
|
-
|
-
|
-
|
106,935
[3]
|
324,435
|
Director
|
2017
|
40,000
[3]
|
-
|
-
|
-
|
155,000
|
-
|
195,000
|
Mario
Romano
|
2018
|
207,500
[4]
|
-
|
-
|
-
|
-
|
103,935
[4]
|
311,435
|
Director of
Finance
|
2017
|
80,000
[4]
|
-
|
-
|
-
|
115,000
|
-
|
195,000
|
William
C. Kosoff
|
2018
|
52,000
[5]
|
-
|
-
|
-
|
-
|
-
|
52,000
|
Acting
CFO
|
2017
|
95,704
[5]
|
-
|
-
|
-
|
27,500
|
-
|
127,250
|
Dr.
Joseph J. Louro
|
2017
|
150,000
[6]
|
-
|
-
|
-
|
|
-
|
150,000
|
Former
CEO and Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
||||
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
||||
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
||||
|
|
Number of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
||||
|
|
Shares
|
|
|
Price
|
|
|
Life (years)
|
|
|
Value
|
|
||||
Options
outstanding at March 31, 2016
|
|
|
37,500
|
|
|
$
|
10.20
|
|
|
|
3.33
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Canceled
/ expired
|
|
|
(2,500
|
)
|
|
$
|
12.00
|
|
|
|
|
|
|
|
|
|
Options
outstanding at March 31, 2017
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
2.51
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Canceled
/ expired
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Options
outstanding at March 31, 2018
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
1.51
|
|
|
$
|
-
|
|
Options
exercisable at March 31, 2018
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
1.51
|
|
|
$
|
-
|
|
Name of Beneficial Owner
(1)
|
|
Common StockBeneficiallyOwned
|
|
Percentage ofCommon Stock Before Offering
(2)
|
|
Percentage ofCommon Stock After Offering
(2)
|
|
|
|
|
|
|
|
Principal Stockholders:
|
|
|
|
|
|
|
CR
Capital Holdings LLC
(3)
|
|
621,874,710
|
|
23.6%
|
|
22.7%
|
|
|
|
|
|
|
|
Directors and Officers:
|
|
|
|
|
|
|
Chad
Miller, Chairman
(3)
|
|
621,874,710
|
|
23.6
|
|
22.7
|
Ryan
Smith, CEO and Director
(3)
|
|
621,874,710
|
|
23.6
|
|
22.7
|
Annette
Raynor, COO and Director
(4)(5)
|
|
215,356,942
|
|
8.2
|
|
7.9
|
Mario
Romano, Treasurer
(4)(6)
|
|
215,356,942
|
|
8.2
|
|
7.9
|
William
C. Kosoff, Acting CFO
|
|
3,970,680
|
|
*
|
|
*
|
|
|
|
|
|
|
|
All Officers and Directors
as a group
(5
persons)
(3)(4)(5)(6)
|
|
946,202,332
|
|
35.9%
|
|
34.5%
|
*
|
Less
than 1%.
|
(1)
|
Except
as otherwise indicated, the address of each beneficial owner is c/o
InvestView Inc., 12 South 400 West, Salt Lake City, UT
84101.
|
(2)
|
Applicable
percentage ownership is based on 2,639,161,318 shares of common
stock outstanding as of March 6, 2019, together with securities
exercisable or convertible into shares of common stock within 60
days of that date, for each stockholder.
|
(3)
|
Our
directors Ryan Smith and Chad Miller each own 50% of CR Capital
Holdings LLC and, as a result, have voting and dispositive control
of these shares. Therefore, they are deemed to be the beneficial
owners of our shares of common stock.
|
(4)
|
The
members of Wealth Engineering LLC, 745 Hope Road, Eatontown, NJ
07724, own 110,356,942 shares of our common stock. Our officers
Mario Romano and Annette Raynor are two of its members. In
addition, Mr. Romano is the CEO and Ms. Raynor serves as the COO of
Wealth Engineering LLC. Combined Mr. Romano and Ms. Raynor have
voting and shared dispositive control of these
shares.
|
(5)
|
In
addition to the 110,356,942 shares owned by Wealth Engineering LLC,
Ms. Raynor owns 105,000,000 shares personally.
|
(6)
|
In
addition to the 110,356,942 shares owned by Wealth Engineering LLC,
Mr. Romano owns 105,000,000 shares personally.
|
|
|
Year Ended March 31,
|
|
|||||
|
|
2018
|
|
|
2017
|
|
||
Short
term advances [1]
|
|
$
|
1,880
|
|
|
$
|
100,000
|
|
Revenue-based
funding agreement entered into on 11/8/15 [2]
|
|
|
-
|
|
|
|
180,000
|
|
Short-term
promissory note entered into on 9/13/16 [3]
|
|
|
-
|
|
|
|
150,000
|
|
Promissory
note entered into on 11/15/16 [4]
|
|
|
-
|
|
|
|
895
|
|
Promissory
note entered into on 3/15/17 [5]
|
|
|
-
|
|
|
|
375,000
|
|
|
|
$
|
1,880
|
|
|
$
|
805,895
|
|
|
|
December 31,2018
|
|
|
March 31,2018
|
|
||
Short-term
advances
[1]
|
|
$
|
386,488
|
|
|
$
|
1,880
|
|
Short-term
Promissory Note entered into on 8/17/18
[2]
|
|
|
105,000
|
|
|
|
-
|
|
|
|
$
|
699,380
|
|
|
$
|
1,880
|
|
[1]
|
We periodically receive advances for operating funds from our
current majority shareholders and other related parties, including
entities that are owned, controlled, or influenced by our owners or
management. These advances are due on demand, generally have no
interest or fees associated with them, and are unsecured.
During the nine months ended December 31, 2018, we
received $1,380,777 in cash proceeds from advances and repaid
related parties $966,169.
|
[2]
|
A member of the senior management team advanced funds of $100,000
on August 17, 2018, under a short-term promissory note due to be
repaid on August 31, 2018.
On August 31, 2018, the note was
amended to be due on demand or, in absence of a demand, due on
August 31, 2019.
The note has a fixed
interest payment of $5,000, which was recorded as interest expense
in the statement of operations during the nine months ended
December 31, 2018.
|
●
|
Our
representations and warranties contained in the CSPA must be true
and correct in all material respects.
|
|
|
●
|
The
registration statement of which this prospectus forms a part, and
any amendment or supplement thereto, must be effective for the
resale of the shares to be purchased by Investor. We will have
filed with the SEC all reports, notices, and other documents
required under the Exchange Act and applicable SEC
regulations.
|
|
|
●
|
No
“Material Adverse Effect” (as that term is defined in
the CSPA) will have occurred and be continuing.
|
|
|
●
|
We will
have performed, satisfied, and complied in all material respects
with all covenants, agreements, and conditions required by the CSPA
to be performed, satisfied, or complied with by us at or prior to
each condition satisfaction date.
|
|
|
●
|
No
statute, rule, regulation, executive order, decree, ruling, or
injunction will have been enacted, entered, promulgated, or
endorsed by any court or governmental authority of competent
jurisdiction that prohibits or directly and adversely affects any
of the transactions contemplated by the CSPA, and no proceeding
will have been commenced that may have a Material Adverse
Effect.
|
|
|
●
|
The
common stock is quoted trading on a “principal market”
(as that term is defined in the CSPA) and all of the shares
issuable pursuant to a purchase notice will be listed or quoted for
trading on such principal market. The issuance of common stock for
the applicable purchase notice will not violate the shareholder
approval requirements of the principal market. We will not have
received any notice threatening the continued quotation of the
common stock on the principal market.
|
|
|
●
|
There
is a sufficient number of authorized but unissued and otherwise
unreserved common stock for the issuance of all of the shares
issuable under the purchase notice.
|
Selling stockholders
|
Shares
Beneficially
Owned Before
this Offering
|
Percentage of
Outstanding
Shares
Beneficially
Owned Before
this Offering
(1)
|
Shares to be Sold in this
Offering
(2)
|
Number Of
Shares
Beneficially
Owned After this
Offering
|
Percentage of
Outstanding
Shares
Beneficially
Owned After this
Offering
|
|
|
|
|
|
|
TRITON
FUNDS LP
(3)
|
-
|
-%
|
100,000,000
|
--
|
--
|
TRITON
FUNDS LLC
(3)
|
3,000,000
|
<1
|
3,000,000
|
--
|
--
|
|
Page
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting
Firm
|
F-2
|
|
|
Consolidated Balance Sheets as of March 31, 2018 and
2017
|
F-3
|
|
|
Consolidated Statements of Operations for the years ended March 31,
2017 and 2016
|
F-4
|
|
|
Consolidated Statements of Stockholders’ Equity (Deficit) for
the years ended March 31, 2018 and 2017
|
F-5
|
|
|
Consolidated Statements of Cash Flows for years ended March 31,
2018 and 2017
|
F-6
|
|
|
Notes to the Consolidated Financial Statements
|
F-7
|
|
|
Condensed Consolidated Balance Sheets as of December 31, 2018
(unaudited) and March 31, 2018
|
F-22
|
|
|
Condensed Consolidated Statements of Operations for
the
|
|
Nine Months ended of December 31, 2018 and 2017
(unaudited)
|
F-23
|
|
|
Condensed Consolidated Statements of Cash Flows for
the
|
|
Nine Months Ended of December 31, 2018 and 2017
(unaudited)
|
F-24
|
|
|
Notes to Condensed Consolidated Financial Statements
(unaudited)
|
F-25
|
|
|
March 31,
|
|
|
March 31,
|
|
||
|
|
2018
|
|
|
2017
|
|
||
ASSETS
|
|
|
|
|
|
|
||
Current
assets:
|
|
|
|
|
|
|
||
Cash
and cash equivalents
|
|
$
|
1,490,686
|
|
|
$
|
1,616
|
|
Prepaid
assets
|
|
|
3,555
|
|
|
|
-
|
|
Receivables
|
|
|
472,557
|
|
|
|
444,610
|
|
Short
term advances
|
|
|
10,000
|
|
|
|
10,000
|
|
Short
term advances - related party
|
|
|
36,510
|
|
|
|
-
|
|
Other
current assets
|
|
|
480,370
|
|
|
|
-
|
|
Total
current assets
|
|
|
2,493,678
|
|
|
|
456,226
|
|
|
|
|
|
|
|
|
|
|
Fixed
assets, net
|
|
|
18,860
|
|
|
|
10,235
|
|
|
|
|
|
|
|
|
|
|
Other
assets:
|
|
|
|
|
|
|
|
|
Long
term license agreement, net
|
|
|
2,133,620
|
|
|
|
-
|
|
Deposits
|
|
|
4,500
|
|
|
|
6,000
|
|
Total
other assets
|
|
|
2,138,120
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
4,650,658
|
|
|
$
|
472,461
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
5,352,073
|
|
|
$
|
1,370,972
|
|
Deferred
revenue
|
|
|
863,740
|
|
|
|
433,298
|
|
Related
party payables
|
|
|
1,880
|
|
|
|
805,895
|
|
Debt,
current portion
|
|
|
195,245
|
|
|
|
2,093,745
|
|
Total
current liabilities
|
|
|
6,412,938
|
|
|
|
4,703,910
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
6,412,938
|
|
|
|
4,703,910
|
|
|
|
|
|
|
|
|
|
|
Commitments
and contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
Preferred
stock, par value: $0.001; 10,000,000 shares authorized, none issued
and outstanding as of March 31, 2018 and 2017
|
|
|
-
|
|
|
|
-
|
|
Common
stock, par value $0.001; 10,000,000,000 shares authorized;
2,169,661,318 and 125,889,455 issued and 2,169,661,318 and
125,888,155 outstanding as of March 31, 2018 and 2017,
respectively
|
|
|
2,169,661
|
|
|
|
125,890
|
|
Additional
paid in capital
|
|
|
16,137,945
|
|
|
|
805,637
|
|
Treasury
stock, 0 and 1,300 shares outstanding as of March 31, 2018 and
2017, respectively
|
|
|
-
|
|
|
|
(8,589
|
)
|
Accumulated
other comprehensive income
|
|
|
(2,483
|
)
|
|
|
-
|
|
Accumulated
deficit
|
|
|
(20,067,403
|
)
|
|
|
(5,154,387
|
)
|
Total
stockholders' equity (deficit)
|
|
|
(1,762,280
|
)
|
|
|
(4,231,449
|
)
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity (deficit)
|
|
$
|
4,650,658
|
|
|
$
|
472,461
|
|
|
|
Year Ended March 31,
|
|
|||||
|
|
2018
|
|
|
2017
|
|
||
|
|
|
|
|
|
|
||
Revenue:
|
|
|
|
|
|
|
||
Subscription
revenue, net of refunds, incentives, credits, and
chargebacks
|
|
$
|
13,899,579
|
|
|
$
|
12,872,947
|
|
Cryptocurrency
mining service revenue, net of amounts paid to
supplier
|
|
|
4,017,853
|
|
|
|
-
|
|
Total
revenue, net
|
|
|
17,917,432
|
|
|
|
12,872,947
|
|
|
|
|
|
|
|
|
|
|
Operating
costs and expenses:
|
|
|
|
|
|
|
|
|
Cost of
sales and service
|
|
|
6,713,097
|
|
|
|
862,849
|
|
Commissions
|
|
|
14,271,926
|
|
|
|
9,412,655
|
|
Selling
and marketing
|
|
|
454,225
|
|
|
|
500,032
|
|
Salary
and related
|
|
|
2,270,479
|
|
|
|
1,918,199
|
|
Professional
fees
|
|
|
2,572,831
|
|
|
|
917,308
|
|
General
and administrative
|
|
|
2,311,028
|
|
|
|
1,199,564
|
|
Total
operating costs and expenses
|
|
|
28,593,586
|
|
|
|
14,810,607
|
|
|
|
|
|
|
|
|
|
|
Net
loss from operations
|
|
|
(10,676,154
|
)
|
|
|
(1,937,660
|
)
|
|
|
|
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
|
|
|
|
Loss on
debt extinguishment
|
|
|
(2,767,422
|
)
|
|
|
-
|
|
Loss on
spin-off of operations
|
|
|
(1,118,609
|
)
|
|
|
-
|
|
Realized
loss on cryptocurrency
|
|
|
(10,939
|
)
|
|
|
-
|
|
Unrealized
loss on cryptocurrency
|
|
|
(135,729
|
)
|
|
|
-
|
|
Interest
expense - related parties
|
|
|
(104,105
|
)
|
|
|
(274,057
|
)
|
Interest
expense
|
|
|
(74,976
|
)
|
|
|
(205,327
|
)
|
Other
income (expense)
|
|
|
(493
|
)
|
|
|
(6,120
|
)
|
Total
other income (expense)
|
|
|
(4,212,273
|
)
|
|
|
(485,504
|
)
|
|
|
|
|
|
|
|
|
|
Loss
before income taxes
|
|
|
(14,888,427
|
)
|
|
|
(2,423,164
|
)
|
|
|
|
|
|
|
|
|
|
Income
tax expense
|
|
|
(24,589
|
)
|
|
|
(4,039
|
)
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(14,913,016
|
)
|
|
$
|
(2,427,203
|
)
|
|
|
|
|
|
|
|
|
|
Loss
per common share, basic and diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares outstanding, basic and
diluted
|
|
|
1,911,786,477
|
|
|
|
32,921,458
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
Additional
|
|
|
Stock
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
||||||||
|
|
Common stock
|
|
|
Paid in
|
|
|
Subscription
|
|
|
Treasury
|
|
|
Accumulated
|
|
|
Comprehensive
|
|
|
|
|
|||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Receivable
|
|
|
Stock
|
|
|
Deficit
|
|
|
Income
|
|
|
Total
|
|
||||||||
Balance,
March 31, 2016
|
|
|
14,966,911
|
|
|
$
|
14,967
|
|
|
$
|
(686,028
|
)
|
|
$
|
(250,000
|
)
|
|
$
|
(8,589
|
)
|
|
$
|
(2,727,184
|
)
|
|
$
|
-
|
|
|
$
|
(3,656,834
|
)
|
Common
stock issued for cash
|
|
|
10,670,840
|
|
|
|
10,671
|
|
|
|
146,829
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
157,500
|
|
Common
stock issued for services
|
|
|
6,072,200
|
|
|
|
6,072
|
|
|
|
25,703
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
31,775
|
|
Common
stock issued in payment of compensation
|
|
|
21,069,580
|
|
|
|
21,070
|
|
|
|
962,666
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
983,736
|
|
Common
stock issued for director fees
|
|
|
400,000
|
|
|
|
400
|
|
|
|
25,400
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
25,800
|
|
Common
stock issued in settlement of debt
|
|
|
72,709,924
|
|
|
|
72,710
|
|
|
|
303,289
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
375,999
|
|
Reclass
derivative liability to equity upon convertible note
payoff
|
|
|
-
|
|
|
|
-
|
|
|
|
277,778
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
277,778
|
|
Contributed
capital
|
|
|
-
|
|
|
|
-
|
|
|
|
(250,000
|
)
|
|
|
250,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,427,203
|
)
|
|
|
-
|
|
|
|
(2,427,203
|
)
|
Balance,
March 31, 2017
|
|
|
125,889,455
|
|
|
|
125,890
|
|
|
|
805,637
|
|
|
|
-
|
|
|
|
(8,589
|
)
|
|
|
(5,154,387
|
)
|
|
|
-
|
|
|
|
(4,231,449
|
)
|
Common
stock issued for cash
|
|
|
267,127,500
|
|
|
|
267,128
|
|
|
|
2,854,648
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,121,776
|
|
Common
stock issued for license agreement
|
|
|
80,000,000
|
|
|
|
80,000
|
|
|
|
2,176,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,256,000
|
|
Common
stock issued for services
|
|
|
94,375,333
|
|
|
|
94,375
|
|
|
|
6,632,860
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,727,235
|
|
Common
stock issued in settlement of debt
|
|
|
239,575,884
|
|
|
|
239,576
|
|
|
|
5,377,558
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,617,134
|
|
Wealth
Generators reverse acquisition
|
|
|
1,358,670,942
|
|
|
|
1,358,670
|
|
|
|
(804,759
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
553,911
|
|
Offering
costs
|
|
|
4,273,504
|
|
|
|
4,273
|
|
|
|
(269,273
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(265,000
|
)
|
Cancellation
of stock
|
|
|
(250,000
|
)
|
|
|
(250
|
)
|
|
|
250
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Cancellation
of treasury stock
|
|
|
(1,300
|
)
|
|
|
(1
|
)
|
|
|
(8,588
|
)
|
|
|
-
|
|
|
|
8,589
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Price
protection guarantee
|
|
|
-
|
|
|
|
-
|
|
|
|
(626,388
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(626,388
|
)
|
Foreign
currency translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,483
|
)
|
|
|
(2,483
|
)
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(14,913,016
|
)
|
|
|
-
|
|
|
|
(14,913,016
|
)
|
Balance,
March 31, 2018
|
|
|
2,169,661,318
|
|
|
$
|
2,169,661
|
|
|
$
|
16,137,945
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(20,067,403
|
)
|
|
$
|
(2,483
|
)
|
|
$
|
(1,762,280
|
)
|
|
|
Year Ended March 31,
|
|
|||||
|
|
2018
|
|
|
2017
|
|
||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||
Net
loss
|
|
$
|
(14,913,016
|
)
|
|
$
|
(2,427,203
|
)
|
Adjustments
to reconcile net loss to net cash (used in) provided by operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
2,639
|
|
|
|
2,270
|
|
Stock
issued for services and license agreement
|
|
|
6,846,059
|
|
|
|
-
|
|
Debt
issuance costs - related party
|
|
|
-
|
|
|
|
274,057
|
|
Debt
issuance costs
|
|
|
-
|
|
|
|
205,327
|
|
Loss on
spin-off of operations
|
|
|
1,118,609
|
|
|
|
-
|
|
Loss on
debt settlement
|
|
|
2,767,422
|
|
|
|
-
|
|
Realized
loss on cryptocurrency
|
|
|
10,939
|
|
|
|
-
|
|
Unrealized
loss on cryptocurrency
|
|
|
135,729
|
|
|
|
-
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
122,053
|
|
|
|
(327,630
|
)
|
Prepaid
assets
|
|
|
-
|
|
|
|
-
|
|
Deposits
|
|
|
1,500
|
|
|
|
(1,500
|
)
|
Short
term advances from related parties
|
|
|
(36,510
|
)
|
|
|
-
|
|
Other
current assets
|
|
|
(627,038
|
)
|
|
|
-
|
|
Accounts
payable and accrued liabilities
|
|
|
2,924,522
|
|
|
|
656,458
|
|
Deferred
revenue
|
|
|
422,369
|
|
|
|
(24,056
|
)
|
Accrued
interest
|
|
|
74,953
|
|
|
|
-
|
|
Accrued
interest - related parties
|
|
|
104,105
|
|
|
|
-
|
|
Net
cash used in operating activities
|
|
|
(1,045,665
|
)
|
|
|
(1,642,277
|
)
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds
from short term advances
|
|
|
-
|
|
|
|
100,000
|
|
Repayments
for short term advances
|
|
|
-
|
|
|
|
(110,000
|
)
|
Repayments
for related party advances
|
|
|
-
|
|
|
|
194,977
|
|
Cash
received in reverse acquisition
|
|
|
3,550
|
|
|
|
-
|
|
Payments
for fixed assets
|
|
|
(11,264
|
)
|
|
|
-
|
|
Net
cash provided by (used in) investing activities
|
|
|
(7,714
|
)
|
|
|
184,977
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds
from related parties
|
|
|
498,380
|
|
|
|
1,370,788
|
|
Repayments
for related party payables
|
|
|
(1,316,500
|
)
|
|
|
(1,360,044
|
)
|
Proceeds
from debt
|
|
|
1,675,000
|
|
|
|
1,824,965
|
|
Repayments
for debt
|
|
|
(1,424,578
|
)
|
|
|
(267,577
|
)
|
Proceeds
from the sale of stock
|
|
|
3,121,776
|
|
|
|
-
|
|
Proceeds
from the sale of members interests
|
|
|
-
|
|
|
|
25,000
|
|
Payments
for offering cost
|
|
|
(15,000
|
)
|
|
|
-
|
|
Distributions
to members
|
|
|
-
|
|
|
|
(204,514
|
)
|
Net
cash provided by financing activities
|
|
|
2,539,078
|
|
|
|
1,388,618
|
|
|
|
|
|
|
|
|
|
|
Effect
of exchange rate translation on cash
|
|
|
3,371
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
1,489,070
|
|
|
|
(68,682
|
)
|
Cash
and cash equivalents-beginning of period
|
|
|
1,616
|
|
|
|
70,298
|
|
Cash
and cash equivalents-end of period
|
|
$
|
1,490,686
|
|
|
$
|
1,616
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
117,500
|
|
|
$
|
198,162
|
|
Income
taxes
|
|
$
|
24,589
|
|
|
$
|
4,039
|
|
Non
cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Common
stock issued for reverse acquisition
|
|
$
|
662,048
|
|
|
$
|
-
|
|
Common
stock issued in settlement of related party payables
|
|
$
|
90,000
|
|
|
$
|
-
|
|
Common
stock issued in settlement of debt
|
|
$
|
2,232,606
|
|
|
$
|
-
|
|
Common
stock issued for prepaid services and long term license
agreement
|
|
$
|
2,137,175
|
|
|
$
|
-
|
|
Cancellation
of Shares
|
|
$
|
250
|
|
|
$
|
-
|
|
Cancellation
of Treasury Shares
|
|
$
|
8,589
|
|
|
$
|
-
|
|
Liability
for offering cost
|
|
$
|
250,000
|
|
|
$
|
-
|
|
Shares
issued for offering cost
|
|
$
|
4,274
|
|
|
$
|
-
|
|
Price
protection guarantee
|
|
$
|
626,388
|
|
|
$
|
-
|
|
|
|
March 31,
2018
|
|
|
March 31,
2017
|
|
||
Colombian Peso to USD
|
|
|
0.00036
|
|
|
|
n/a
|
|
|
|
Year ended March 31,
|
|
|||||
|
|
2018
|
|
|
2017
|
|
||
Colombian Peso to USD
|
|
|
0.00034
|
|
|
|
n/a
|
|
Furniture, fixtures, and equipment
|
|
10 years
|
Computer equipment
|
|
3 years
|
Level
1:
|
Inputs
that are quoted prices (unadjusted) for identical assets or
liabilities in active markets that the entity can
access.
|
Level
2:
|
Inputs
other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or
indirectly, for substantially the full term of the asset or
liability, including:
|
●
|
quoted
prices for similar assets or liabilities in active
markets;
|
|
|
|
●
|
quoted
prices for identical or similar assets or liabilities in markets
that are not active;
|
|
||
●
|
inputs
other than quoted prices that are observable for the asset or
liability; and
|
|
|
|
●
|
inputs
that are derived principally from or corroborated by observable
market data by correlation or other means.
|
Level
3:
|
Inputs
that are unobservable and reflect management’s own
assumptions about the inputs market participants would use in
pricing the asset or liability based on the best information
available in the circumstances (e.g., internally derived
assumptions surrounding the timing and amount of expected cash
flows).
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
Cryptocurrencies
|
|
$
|
480,370
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
480,370
|
|
Total
Assets
|
|
$
|
480,370
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
480,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
Total
Assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
March 31, 2018
|
|
|
March 31, 2017
|
|
||||||||||||||||||
|
|
Subscription
Revenue
|
|
|
Cryptocurrency
Mining
Revenue
|
|
|
Total
|
|
|
Subscription
Revenue
|
|
|
Cryptocurrency
Mining
Revenue
|
|
|
Total
|
|
||||||
Gross
billings
|
|
$
|
14,758,614
|
|
|
$
|
8,885,798
|
|
|
$
|
23,644,412
|
|
|
$
|
14,578,164
|
|
|
$
|
-
|
|
|
$
|
14,578,164
|
|
Refunds,
incentives, credits, and chargebacks
|
|
|
(859,035
|
)
|
|
|
-
|
|
|
|
(859,035
|
)
|
|
|
(1,705,217
|
)
|
|
|
-
|
|
|
|
(1,705,217
|
)
|
Amounts
paid to supplier
|
|
|
-
|
|
|
|
(4,867,945
|
)
|
|
|
(4,867,945
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
revenue
|
|
$
|
13,899,579
|
|
|
$
|
4,017,853
|
|
|
$
|
17,917,432
|
|
|
$
|
12,872,947
|
|
|
$
|
-
|
|
|
$
|
12,872,947
|
|
|
|
March 31,
2018
|
|
|
March 31,
2017
|
|
||
Convertible
notes payable
|
|
|
-
|
|
|
|
17,045,455
|
|
Options
to purchase common stock
|
|
|
35,000
|
|
|
|
35,000
|
|
Warrants
to purchase common stock
|
|
|
6,169,497
|
|
|
|
6,534,810
|
|
Total
|
|
|
6,204,497
|
|
|
|
23,615,265
|
|
Cash
|
|
$
|
3,550
|
|
Receivables
|
|
|
150,000
|
|
Total
assets acquired
|
|
|
153,550
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
|
456,599
|
|
Due to
former management
|
|
|
127,199
|
|
Debt
|
|
|
26,314
|
|
Total
liabilities assumed [1]
|
|
|
610,112
|
|
|
|
|
|
|
Net
liabilities assumed
|
|
|
456,562
|
|
|
|
|
|
|
Consideration
[2]
|
|
|
662,047
|
|
|
|
|
|
|
Goodwill
|
|
$
|
1,118,609
|
|
|
|
Wealth Generators, LLC
|
|
|
Investview, Inc.
|
|
|
Adjustments
|
|
|
|
Consolidated
|
|
||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash
and cash equivalents
|
|
$
|
1,616
|
|
|
$
|
3,550
|
|
|
$
|
-
|
|
|
|
$
|
5,166
|
|
Receivables
|
|
|
444,610
|
|
|
|
150,000
|
|
|
|
(162,430
|
)
|
[1]
|
|
|
432,180
|
|
Short
term advances
|
|
|
10,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
10,000
|
|
Total
current assets
|
|
|
456,226
|
|
|
|
153,550
|
|
|
|
(162,430
|
)
|
|
|
|
447,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed
assets, net
|
|
|
10,235
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
10,235
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
6,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
6,000
|
|
Goodwill
|
|
|
-
|
|
|
|
-
|
|
[3]
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,118,609
|
)
|
[4]
|
|
|
|
|
Total
other assets
|
|
|
6,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
472,461
|
|
|
$
|
153,550
|
|
|
$
|
(162,430
|
)
|
|
|
$
|
463,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
1,370,972
|
|
|
$
|
417,025
|
|
|
$
|
(162,430
|
)
|
[1]
|
|
$
|
1,385,010
|
|
|
|
|
|
|
|
|
|
|
|
|
(86,500
|
)
|
[2]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(154,057
|
)
|
[4]
|
|
|
|
|
Deferred
revenue
|
|
|
433,298
|
|
|
|
5,807
|
|
|
|
(5,807
|
)
|
[4]
|
|
|
433,298
|
|
Related
party payable
|
|
|
805,895
|
|
|
|
132,199
|
|
|
|
(5,000
|
)
|
[2]
|
|
|
805,895
|
|
|
|
|
|
|
|
|
|
|
|
|
(127,199
|
)
|
[4]
|
|
|
|
|
Settlement
payable
|
|
|
-
|
|
|
|
344,392
|
|
|
|
(344,392
|
)
|
[2]
|
|
|
-
|
|
Debt
|
|
|
2,093,745
|
|
|
|
73,011
|
|
|
|
(46,696
|
)
|
[2]
|
|
|
2,102,476
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,583
|
)
|
[4]
|
|
|
|
|
Current
liabilities of discontinued operations
|
|
|
-
|
|
|
|
120,266
|
|
|
|
(120,266
|
)
|
[4]
|
|
|
-
|
|
Derivative
liability, short term portion
|
|
|
-
|
|
|
|
37,157
|
|
|
|
(37,157
|
)
|
[2]
|
|
|
-
|
|
Total
current liabilities
|
|
|
4,703,909
|
|
|
|
1,129,857
|
|
|
|
(1,107,088
|
)
|
|
|
|
4,726,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long
term liabilities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
4,703,909
|
|
|
|
1,129,857
|
|
|
|
(1,107,088
|
)
|
|
|
|
4,726,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
deficit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
Common
stock
|
|
|
-
|
|
|
|
125,889
|
|
[2]
|
|
1,509,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[3]
|
|
|
|
|
|
|
|
|
Additional
paid in capital
|
|
|
-
|
|
|
|
97,774,514
|
|
[2]
|
|
(1,250,112
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(99,108,184
|
)
|
[3]
|
|
|
|
|
Treasury
stock
|
|
|
-
|
|
|
|
(8,589
|
)
|
|
|
-
|
|
|
|
|
(8,589
|
)
|
Members’
deficit
|
|
|
(4,231,449
|
)
|
|
|
-
|
|
[5]
|
|
|
|
|
|
|
|
|
Accumulated
deficit
|
|
|
-
|
|
|
|
(98,868,122
|
)
|
[2]
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[3]
|
|
(4,513,534
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(693,697
|
)
|
[4]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,231,449
|
)
|
[5]
|
|
|
|
|
Total
stockholders’ deficit
|
|
|
(4,231,449
|
)
|
|
|
(976,307
|
)
|
|
|
944,657
|
|
|
|
|
4,263,099
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders’ deficit
|
|
$
|
472,461
|
|
|
$
|
153,550
|
|
|
$
|
(162,430
|
)
|
|
|
$
|
463,580
|
|
|
|
Wealth Generators, LLC
|
|
|
Investview, Inc.
|
|
|
Adjustments
|
|
|
|
Consolidated
|
|
||||
Revenue,
net
|
|
$
|
12,872,947
|
|
|
$
|
131,465
|
|
|
$
|
(131,465
|
)
|
[4]
|
|
$
|
12,872,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
sales
|
|
|
862,849
|
|
|
|
3,257
|
|
|
|
(3,257
|
)
|
[4]
|
|
|
862,849
|
|
Commissions
|
|
|
9,412,655
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
9,412,655
|
|
Selling
and marketing
|
|
|
500,032
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
500,032
|
|
Salary
and related
|
|
|
1,918,199
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
1,918,199
|
|
Professional
fees
|
|
|
917,308
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
917,308
|
|
General
and administrative
|
|
|
1,199,564
|
|
|
|
980,579
|
|
|
|
(779,611
|
)
|
[4]
|
|
|
1,400,532
|
|
Total
operating costs and expenses
|
|
|
14,810,607
|
|
|
|
983,836
|
|
|
|
(782,869
|
)
|
|
|
|
15,011,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss from operations
|
|
|
(1,937,660
|
)
|
|
|
(852,371
|
)
|
|
|
651,404
|
|
|
|
|
(2,138,627
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense, related parties
|
|
|
(274,057
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(274,057
|
)
|
Interest
expense
|
|
|
(205,327
|
)
|
|
|
(648,573
|
)
|
|
|
-
|
|
|
|
|
(839,525
|
)
|
Other
income (expense)
|
|
|
(6,120
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(6,120
|
)
|
Gain
(loss) on change in fair value of derivative
liabilities
|
|
|
-
|
|
|
|
84,284
|
|
|
|
-
|
|
|
|
|
84,284
|
|
Gain
(loss) on debt extinguishment
|
|
|
-
|
|
|
|
3,170,326
|
|
[2]
|
|
3,581,938
|
|
|
|
|
|
|
Total
other income (expense)
|
|
|
(485,504
|
)
|
|
|
2,606,038
|
|
|
|
411,612
|
|
|
|
|
2,532,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations before taxes
|
|
|
(2,423,164
|
)
|
|
|
1,753,666
|
|
|
|
1,063,015
|
|
|
|
|
393,518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax
expense
|
|
|
(4,039
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
(4,039
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(2,427,203
|
)
|
|
$
|
1,753,666
|
|
|
$
|
1,063,015
|
|
|
|
$
|
389,479
|
|
|
|
Year Ended March 31,
|
|
|||||
|
|
2018
|
|
|
2017
|
|
||
Short
term advances [1]
|
|
$
|
1,880
|
|
|
$
|
100,000
|
|
Revenue-based
funding agreement entered into on 11/8/15 [2]
|
|
|
-
|
|
|
|
180,000
|
|
Short-term
promissory note entered into on 9/13/16 [3]
|
|
|
-
|
|
|
|
150,000
|
|
Promissory
note entered into on 11/15/16 [4]
|
|
|
-
|
|
|
|
895
|
|
Promissory
note entered into on 3/15/17 [5]
|
|
|
-
|
|
|
|
375,000
|
|
|
|
$
|
1,880
|
|
|
$
|
805,895
|
|
|
|
Year Ended March 31,
|
|
|||||
|
|
2018
|
|
|
2017
|
|
||
Revenue
based funding arrangement entered into on 8/31/15 [1]
|
|
$
|
-
|
|
|
$
|
263,641
|
|
Revenue
share agreement entered into on 6/28/16 [2]
|
|
|
195,245
|
|
|
|
525,000
|
|
Purchase
and sale agreement for future receivables entered into on 9/30/16
[3]
|
|
|
-
|
|
|
|
220,652
|
|
Short-term
advance received on 1/11/17 [4]
|
|
|
|
|
|
|
1,000,000
|
|
Short-term
advance received on 3/16/17 [5]
|
|
|
-
|
|
|
|
50,000
|
|
Promissory
note entered into on 3/31/17 [6]
|
|
|
-
|
|
|
|
34,452
|
|
|
|
$
|
195,245
|
|
|
$
|
2,093,745
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
||||
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
||||
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
||||
|
|
Number of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
||||
|
|
Shares
|
|
|
Price
|
|
|
Life (years)
|
|
|
Value
|
|
||||
Options
outstanding at March 31, 2016
|
|
|
37,500
|
|
|
$
|
10.20
|
|
|
|
3.33
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Canceled
/ expired
|
|
|
(2,500
|
)
|
|
$
|
12.00
|
|
|
|
|
|
|
|
|
|
Options
outstanding at March 31, 2017
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
2.51
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Canceled
/ expired
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Options
outstanding at March 31, 2018
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
1.51
|
|
|
$
|
-
|
|
Options
exercisable at March 31, 2018
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
1.51
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
||||
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
||||
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
||||
|
|
Number of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
||||
|
|
Shares
|
|
|
Price
|
|
|
Life (years)
|
|
|
Value
|
|
||||
Options
outstanding at March 31, 2016
|
|
|
2,500
|
|
|
$
|
84.00
|
|
|
|
0.08
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Canceled
/ expired
|
|
|
(2,500
|
)
|
|
$
|
84.00
|
|
|
|
|
|
|
|
|
|
Options
outstanding at March 31, 2017
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Canceled
/ expired
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Options
outstanding at March 31, 2018
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Options
exercisable at March 31, 2018
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
Warrants Outstanding
|
|
|
Warrants Exercisable
|
|
||||||||||||||||||
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
Average
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
||||||
|
|
|
|
|
|
Remaining
|
|
|
Average
|
|
|
|
|
|
Average
|
|
||||||
Exercise
|
|
|
Number
|
|
|
Contractual
|
|
|
Exercise
|
|
|
Number
|
|
|
Exercise
|
|
||||||
Price
|
|
|
Outstanding
|
|
|
Life (Years)
|
|
|
Price
|
|
|
Exercisable
|
|
|
Price
|
|
||||||
$
|
0.50
|
|
|
|
30,000
|
|
|
|
0.01
|
|
|
$
|
0.50
|
|
|
|
350,000
|
|
|
$
|
0.50
|
|
$
|
1.50
|
|
|
|
6,127,497
|
|
|
|
1.24
|
|
|
$
|
1.50
|
|
|
|
6,127,497
|
|
|
$
|
1.50
|
|
$
|
2.50
|
|
|
|
12,000
|
|
|
|
0.30
|
|
|
$
|
2.50
|
|
|
|
12,000
|
|
|
$
|
2.50
|
|
|
Total
|
|
|
|
6,169,497
|
|
|
|
1.23
|
|
|
$
|
1.50
|
|
|
|
6,169,497
|
|
|
$
|
1.50
|
|
|
|
|
|
|
Weighted
|
|
||
|
|
|
|
|
Average
|
|
||
|
|
Number of
|
|
|
Exercise
|
|
||
|
|
Shares
|
|
|
Price
|
|
||
Warrants
outstanding at March 31, 2016
|
|
|
6,504,810
|
|
|
$
|
1.48
|
|
Granted
/ restated
|
|
|
30,000
|
|
|
$
|
0.50
|
|
Canceled
|
|
|
-
|
|
|
$
|
-
|
|
Expired
|
|
|
-
|
|
|
$
|
-
|
|
Warrants
outstanding at March 31, 2017
|
|
|
6,534,810
|
|
|
$
|
1.48
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
Canceled
|
|
|
-
|
|
|
$
|
-
|
|
Expired
|
|
|
(365,313
|
)
|
|
$
|
(1.18
|
)
|
Warrants
outstanding at March 31, 2018
|
|
|
6,169,497
|
|
|
$
|
1.50
|
|
|
|
Year Ended March 31,
|
|
|||||
|
|
2018
|
|
|
2017
|
|
||
Deferred
tax assets:
|
|
|
|
|
|
|
||
NOL
carryover
|
|
$
|
1,146,200
|
|
|
$
|
18,372,400
|
|
Amortization
|
|
|
335,600
|
|
|
|
-
|
|
Contingent
Liability
|
|
|
45,000
|
|
|
|
-
|
|
Related
party accrued payroll
|
|
|
-
|
|
|
|
2,200
|
|
Deferred
tax liabilities
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
(2,900
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Valuation
allowance
|
|
|
(1,523,900
|
)
|
|
|
(18,374,600
|
)
|
Total
long-term deferred income tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
Year Ended March 31,
|
|
|||||
|
|
2018
|
|
|
2017
|
|
||
Book
income (loss)
|
|
$
|
(4,473,900
|
)
|
|
$
|
754,100
|
|
Stock
for services
|
|
|
2,048,200
|
|
|
|
239,800
|
|
Gain on
settlement – derivative and equity derived
|
|
|
955,900
|
|
|
|
(1,006,900
|
)
|
Amortization
|
|
|
313,200
|
|
|
|
-
|
|
Contingent
liability
|
|
|
45,000
|
|
|
|
-
|
|
Unrealized
loss on cryptocurrency
|
|
|
40,700
|
|
|
|
-
|
|
Meals
and entertainment
|
|
|
6,200
|
|
|
|
-
|
|
Non-cash
interest expense
|
|
|
5,700
|
|
|
|
387,400
|
|
Depreciation
|
|
|
(2,800
|
)
|
|
|
-
|
|
Related
party accruals
|
|
|
(1,500
|
)
|
|
|
(220,600
|
)
|
Stock
for payables
|
|
|
-
|
|
|
|
278,000
|
|
Gain on
derivative liability
|
|
|
-
|
|
|
|
(36,200
|
)
|
Fines
and penalties
|
|
|
-
|
|
|
|
3,900
|
|
NOL
utilization
|
|
|
-
|
|
|
|
(399,500
|
)
|
Valuation
allowance
|
|
|
1,063,300
|
|
|
|
-
|
|
Total
long-term deferred income tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Three
Months Ended
December
31,
|
Nine
Months Ended
December
31,
|
||
|
2018
|
2017
|
2018
|
2017
|
|
|
|
|
|
Revenue:
|
|
|
|
|
Subscription
revenue, net of refunds, incentives, credits, and
chargebacks
|
$
7,003,802
|
$
3,395,892
|
$
20,835,048
|
$
9,988,999
|
Equipment sales,
net of refunds
|
694,954
|
-
|
694,954
|
-
|
Cryptocurrency
mining service revenue, net of refunds and amounts paid to
supplier
|
34,278
|
540,006
|
1,812,601
|
540,006
|
Total
revenue, net
|
7,733,034
|
3,935,898
|
23,342,603
|
10,529,005
|
|
|
|
|
|
Operating costs and
expenses:
|
|
|
|
|
Cost of sales and
service
|
493,591
|
6,207,839
|
924,588
|
6,525,135
|
Commissions
|
5,087,053
|
2,941,242
|
17,316,319
|
8,379,807
|
Selling and
marketing
|
109,265
|
55,906
|
634,671
|
324,502
|
Salary and
related
|
1,059,660
|
449,779
|
3,075,862
|
1,306,272
|
Professional
fees
|
284,586
|
1,144,239
|
1,355,182
|
1,969,265
|
General and
administrative
|
940,767
|
522,474
|
2,921,073
|
1,354,862
|
Total
operating costs and expenses
|
7,974,922
|
11,321,479
|
26,227,695
|
19,859,843
|
|
|
|
|
|
Net loss from
operations
|
(241,888
)
|
(7,385,581
)
|
(2,885,092
)
|
(9,330,838
)
|
|
|
|
|
|
Other income
(expense):
|
|
|
|
|
Gain (loss) on debt
extinguishment
|
-
|
-
|
19,387
|
(2,767,422
)
|
Loss on spin-off of
operations
|
-
|
-
|
-
|
(1,118,609
)
|
Gain on bargain
purchase
|
-
|
-
|
2,005,282
|
-
|
Realized gain
(loss) on cryptocurrency
|
(1,091
)
|
264,486
|
16,363
|
264,486
|
Unrealized gain
(loss) on cryptocurrency
|
(116
)
|
-
|
95,810
|
-
|
Interest expense -
related parties
|
-
|
(12,500
)
|
(5,000
)
|
(30,500
)
|
Interest
expense
|
(206,007
)
|
(1,710
)
|
(210,154
)
|
(78,613
)
|
Other income
(expense)
|
(606
)
|
219
|
(2,449
)
|
(1,483
)
|
Total
other income (expense)
|
(207,820
)
|
250,495
|
1,919,239
|
(3,732,141
)
|
|
|
|
|
|
Income (loss)
before income taxes
|
(449,708
)
|
(7,135,086
)
|
(965,853
)
|
(13,062,979
)
|
Income tax
expense
|
(2,655
)
|
(7,736
)
|
(44,844
)
|
(21,076
)
|
|
|
|
|
|
Net income
(loss)
|
(452,363
)
|
(7,142,822
)
|
(1,010,697
)
|
(13,084,055
)
|
Less: net income
(loss) attributable to the noncontrolling interest
|
27,613
|
-
|
(5,399
)
|
-
|
|
|
|
|
|
Net income (loss)
attributable to Investview stockholders
|
$
(479,976
)
|
$
(7,142,822
)
|
$
(1,005,298
)
|
$
(13,084,055
)
|
|
|
|
|
|
Income (loss) per
common share, basic and diluted
|
$
(0.00
)
|
$
(0.00
)
|
$
(0.00
)
|
$
(0.01
)
|
|
|
|
|
|
Weighted average
number of common shares
|
|
|
|
|
outstanding,
basic and diluted
|
2,213,661,318
|
2,074,489,983
|
2,197,588,591
|
1,828,597,169
|
|
|
|
|
|
Other comprehensive
income, net of tax:
|
|
|
|
|
Foreign
currency translation adjustments
|
$
3,470
|
$
-
|
$
7,211
|
$
-
|
Total other
comprehensive income
|
3,470
|
-
|
7,211
|
-
|
Comprehensive
income (loss)
|
(448,893
)
|
(7,142,822
)
|
(11,003,486
)
|
(13,084,055
)
|
Less:
comprehensive income attributable to
|
|
|
|
|
the
noncontrolling interest
|
(3,470
)
|
-
|
(7,211
)
|
-
|
|
|
|
|
|
Comprehensive
income (loss) attributable to Investview shareholders
|
$
(452,363
)
|
$
(7,142,822
)
|
$
(1,010,697
)
|
$
(13,084,055
)
|
|
|
Nine
Months Ended
December
31,
|
|
|
|
|
|||||
|
|
2018
|
|
|
2017
|
|
|
|
|
||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||
Net
loss
|
|
$
|
(1,010,697
|
)
|
|
$
|
(13,084,055
|
)
|
|
|
|
Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
4,126
|
|
|
|
1,710
|
|
|
|
|
Amortization of
debt discount
|
|
|
161,154
|
|
|
|
-
|
|
|
|
|
Amortization of
long-term license agreement
|
|
|
113,315
|
|
|
|
-
|
|
|
|
|
Amortization of
intangible assets
|
|
|
256,50
9
|
|
|
|
-
|
|
|
|
|
Stock
issued for services, compensation, and license
agreement
|
|
|
8,333
|
|
|
|
6,788,449
|
|
|
|
|
Loss on
spin-off of operations
|
|
|
-
|
|
|
|
1,118,609
|
|
|
|
|
Gain on
bargain purchase
|
|
|
(2,005,282
|
)
|
|
|
-
|
|
|
|
|
(Gain)
loss on debt extinguishment
|
|
|
(19,387
|
)
|
|
|
2,767,422
|
|
|
|
|
Realized gain on
cryptocurrency
|
|
|
(16,363
|
)
|
|
|
(264,486
|
)
|
|
|
|
Unrealized gain on
cryptocurrency
|
|
|
(95,810
|
)
|
|
|
-
|
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
316,455
|
|
|
|
329,397
|
|
|
|
|
Prepaid
assets
|
|
|
(4,762
|
)
|
|
|
-
|
|
|
|
|
Short
term advances from related parties
|
|
|
36,010
|
|
|
|
(24,994
|
)
|
|
|
|
Other
current assets
|
|
|
585,158
|
|
|
|
(231,690
|
)
|
|
|
|
Deposits
|
|
|
(11,603
|
)
|
|
|
1,500
|
|
|
|
|
Accounts payable
and accrued liabilities
|
|
|
(1,375,229
|
)
|
|
|
(80,907
|
)
|
|
|
|
Customer
advance
|
|
|
265,000
|
|
|
|
-
|
|
|
|
|
Deferred
revenue
|
|
|
181,255
|
|
|
|
159,982
|
|
|
|
|
Accrued
interest
|
|
|
26,000
|
|
|
|
76,722
|
|
|
|
|
Accrued
interest - related parties
|
|
|
5,000
|
|
|
|
30,500
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(2,580,818
|
)
|
|
|
(2,411,841
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
Cash
received in acquisition
|
|
|
3,740
|
|
|
|
3,550
|
|
|
|
|
Net
cash provided by investing activities
|
|
|
3,740
|
|
|
|
3,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from related parties
|
|
|
1,480,777
|
|
|
|
473,380
|
|
|
|
|
Repayments
for related party payables
|
|
|
(996,169
|
)
|
|
|
(1,000,750
|
)
|
|
|
|
Proceeds
from debt
|
|
|
1,955,000
|
|
|
|
1,675,000
|
|
|
|
|
Repayments
for debt
|
|
|
(1,164,396
|
)
|
|
|
(1,272,559
|
)
|
|
|
|
Payments
for share repurchase
|
|
|
(91,000
|
)
|
|
|
-
|
|
|
|
|
Proceeds
from the sale of stock
|
|
|
-
|
|
|
|
2,696,776
|
|
|
|
|
Payments
for offering cost
|
|
|
-
|
|
|
|
(15,000
|
)
|
|
|
|
Net
cash provided by financing activities
|
|
|
1,184,212
|
|
|
|
2,556,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of exchange rate translation on cash
|
|
|
(4,251
|
)
|
|
|
-
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
(1,397,117
|
)
|
|
|
148,556
|
|
|
|
|
Cash
and cash equivalents-beginning of period
|
|
|
1,490,686
|
|
|
|
1,616
|
|
|
|
|
Cash
and cash equivalents-end of period
|
|
$
|
93,569
|
|
|
$
|
150,172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
117,500
|
|
|
|
|
Income
taxes
|
|
$
|
44,844
|
|
|
$
|
21,076
|
|
|
|
|
Non
cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for acquisition
|
|
$
|
1,100,000
|
|
|
$
|
662,048
|
|
|
|
|
Common
stock issued in settlement of related party payables
|
|
$
|
-
|
|
|
$
|
90,000
|
|
|
|
|
Common
stock issued in settlement of debt
|
|
$
|
-
|
|
|
$
|
2,322,606
|
|
|
|
|
Common
stock issued for prepaid services and long term license
agreement
|
|
$
|
1,667
|
|
|
$
|
2,176,109
|
|
|
|
|
Cancellation
of shares
|
|
$
|
-
|
|
|
$
|
250
|
|
|
|
|
Liability
for offering costs
|
|
$
|
-
|
|
|
$
|
250,000
|
|
|
|
|
Shares
issued for offering costs
|
|
$
|
-
|
|
|
$
|
4,274
|
|
|
|
|
|
|
December 31, 2018
|
|
|
March 31,
2018
|
|
||
Euro to USD
|
|
|
1.16
|
|
|
|
n/a
|
|
Colombian Peso to USD
|
|
|
0.00031
|
|
|
|
0.00036
|
|
|
|
Nine Months Ended
December 31,
|
|
|||||
|
|
2018
|
|
|
2017
|
|
||
Euro to USD
|
|
|
n/a
|
|
|
|
n/a
|
|
Colombian Peso to USD
|
|
|
0.00034
|
|
|
|
n/a
|
|
|
|
Estimated
|
|
|
|
|
||
|
|
Useful
|
|
|
|
|
||
|
|
Life
|
|
|
|
|
||
|
|
(years)
|
|
|
Value
|
|
||
FireFan mobile
application
|
|
|
4
|
|
|
$
|
804,000
|
|
Back office
software
|
|
|
10
|
|
|
|
1,074,000
|
|
Tradename/trademark
- FireFan
|
|
|
5
|
|
|
|
472,000
|
|
Tradename/trademark
- United Games
|
|
|
0.45
|
|
|
|
4,000
|
|
Customer
contracts/relationships
|
|
|
5
|
|
|
|
796,000
|
|
|
|
|
|
|
|
|
3,150,000
|
|
Accumulated
amortization as of December 31, 2018
|
|
|
|
|
|
|
(256,509
|
)
|
Net book value,
December 31, 2108
|
|
|
|
|
|
$
|
2,893,491
|
|
Remainder of
2019
|
|
$
|
138,582
|
|
Fiscal year ending
March 31, 2020
|
|
|
562,000
|
|
Fiscal year ending
March 31, 2021
|
|
|
562,000
|
|
Fiscal year ending
March 31, 2022
|
|
|
562,000
|
|
Fiscal year ending
March 31, 2023
|
|
|
422,126
|
|
Fiscal year ending
March 31, 2020 and beyond
|
|
|
646,783
|
|
|
|
$
|
2,893,491
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
Cryptocurrencies
|
|
$
|
7,385
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
7,385
|
|
Total
Assets
|
|
$
|
7,385
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
7,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
Cryptocurrencies
|
|
$
|
480,370
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
480,370
|
|
Total
Assets
|
|
$
|
480,370
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
480,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
Subscription
Revenue
|
|
|
Equipment Sales
|
|
|
Cryptocurrency Mining Revenue
|
|
|
Total
|
|
||||
Gross
billings
|
|
$
|
21,882,055
|
|
|
$
|
698,954
|
|
|
$
|
5,690,380
|
|
|
$
|
28,258,639
|
|
Refunds,
incentives, credits, and chargebacks
|
|
|
(1,047,007
|
)
|
|
|
(4,000
|
)
|
|
|
(6,501
|
)
|
|
|
(1,057,508
|
)
|
Amounts
paid to supplier
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,871,278
|
)
|
|
|
(3,858,528
|
)
|
Net
revenue
|
|
$
|
20,835,048
|
|
|
$
|
694,954
|
|
|
$
|
1,812,601
|
|
|
$
|
23,342,603
|
|
|
|
Subscription
Revenue
|
|
|
Equipment Sales
|
|
|
Cryptocurrency Mining Revenue
|
|
|
Total
|
|
||||
Gross
billings
|
|
$
|
10,371,884
|
|
|
$
|
-
|
|
|
$
|
1,336,895
|
|
|
$
|
11,708,779
|
|
Refunds,
incentives, credits, and chargebacks
|
|
|
(382,885
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(382,885
|
)
|
Amounts
paid to supplier
|
|
|
-
|
|
|
|
-
|
|
|
|
(796,889
|
)
|
|
|
(796,889
|
)
|
Net
revenue
|
|
$
|
9,988,999
|
|
|
$
|
-
|
|
|
$
|
540,006
|
|
|
$
|
10,529,005
|
|
|
|
Subscription
Revenue
|
|
|
Equipment Sales
|
|
|
Cryptocurrency Mining Revenue
|
|
|
Total
|
|
||||
Gross
billings
|
|
$
|
7,204,415
|
|
|
$
|
698,954
|
|
|
$
|
40,779
|
|
|
$
|
7,944,148
|
|
Refunds,
incentives, credits, and chargebacks
|
|
|
(200,613
|
)
|
|
|
(4,000
|
)
|
|
|
(6,501
|
)
|
|
|
(211,114
|
)
|
Amounts
paid to supplier
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
revenue
|
|
$
|
7,003,802
|
|
|
$
|
694,954
|
|
|
$
|
34,278
|
|
|
$
|
7,733,034
|
|
|
|
Subscription
Revenue
|
|
|
Equipment Sales
|
|
|
Cryptocurrency Mining Revenue
|
|
|
Total
|
|
||||
Gross
billings
|
|
$
|
3,660,708
|
|
|
$
|
-
|
|
|
$
|
1,336,895
|
|
|
$
|
4,997,603
|
|
Refunds,
incentives, credits, and chargebacks
|
|
|
(264,816
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(264,816
|
)
|
Amounts
paid to supplier
|
|
|
-
|
|
|
|
-
|
|
|
|
(796,889
|
)
|
|
|
(796,889
|
)
|
Net
revenue
|
|
$
|
3,395,892
|
|
|
$
|
-
|
|
|
$
|
540,006
|
|
|
$
|
3,935,898
|
|
|
|
December 31,
2018
|
|
|
December 31,
2017
|
|
||
Options
to purchase common stock
|
|
|
35,000
|
|
|
|
35,000
|
|
Warrants
to purchase common stock
|
|
|
5,552,497
|
|
|
|
6,552,310
|
|
Totals
|
|
|
5,587,497
|
|
|
|
6,557,310
|
|
|
|
December 31,
2018
|
|
|
March 31,
2018
|
|
||
Short-term
advances [1]
|
|
$
|
386,488
|
|
|
$
|
1,880
|
|
Short-term
Promissory Note entered into on 8/17/18 [2]
|
|
|
105,000
|
|
|
|
-
|
|
|
|
$
|
491,488
|
|
|
$
|
1,880
|
|
|
|
December 31,
2018
|
|
|
March 31,
2018
|
|
||
Revenue
share agreement entered into on 6/28/16 [1]
|
|
$
|
-
|
|
|
$
|
195,245
|
|
Secured
merchant agreement for future receivables entered into on 9/28/18
[2]
|
|
|
249,445
|
|
|
|
-
|
|
Secured
merchant agreement for future receivables entered into on 10/3/18
[3]
|
|
|
325,454
|
|
|
|
-
|
|
Promissory
note entered into on 11/13/18 [4]
|
|
|
120,000
|
|
|
|
-
|
|
Promissory
note entered into on 12/12/18 [5]
|
|
|
118,500
|
|
|
|
-
|
|
Secured
merchant agreement for future receivables entered into on 12/17/18
[6]
|
|
|
359,604
|
|
|
|
-
|
|
|
|
$
|
1,173,003
|
|
|
$
|
195,245
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
||||
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
||||
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
||||
|
|
Number of
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
||||
|
|
Shares
|
|
|
Price
|
|
|
Life (years)
|
|
|
Value
|
|
||||
Options
outstanding at March 31, 2017
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
2.51
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Canceled
/ expired
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Options
outstanding at March 31, 2018
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
1.51
|
|
|
$
|
-
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Canceled
/ expired
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Options
outstanding at December 31, 2018
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
0.76
|
|
|
$
|
-
|
|
Options
exercisable at December 31, 2018
|
|
|
35,000
|
|
|
$
|
10.00
|
|
|
|
0.76
|
|
|
$
|
-
|
|
|
|
Warrants Outstanding
|
|
Warrants Exercisable
|
|||||||||
|
|
|
|
Weighted
|
|
|
|
|
|
|
|||
|
|
|
|
Average
|
|
Weighted
|
|
|
|
Weighted
|
|||
|
|
|
|
Remaining
|
|
Average
|
|
|
|
Average
|
|||
Exercise
|
|
Number
|
|
Contractual
|
|
Exercise
|
|
Number
|
|
Exercise
|
|||
Price
|
|
Outstanding
|
|
Life (Years)
|
|
Price
|
|
Exercisable
|
|
Price
|
|||
$
|
1.50
|
|
5,552,497
|
|
0.55
|
|
$
|
1.50
|
|
5,552,497
|
|
$
|
1.50
|
|
|
|
|
|
Weighted
|
|
||
|
|
Number of
|
|
|
Average
|
|
||
|
|
Shares
|
|
|
Exercise Price
|
|
||
Warrants
outstanding at March 31, 2017
|
|
|
6,534,810
|
|
|
$
|
1.48
|
|
Granted
/ restated
|
|
|
-
|
|
|
$
|
-
|
|
Canceled
|
|
|
-
|
|
|
$
|
-
|
|
Expired
|
|
|
(365,313
|
)
|
|
$
|
1.18
|
|
Warrants
outstanding at March 31, 2018
|
|
|
6,169,497
|
|
|
$
|
1.50
|
|
Granted
|
|
|
-
|
|
|
$
|
-
|
|
Canceled
|
|
|
-
|
|
|
$
|
-
|
|
Expired
|
|
|
(617,000
|
)
|
|
$
|
1.47
|
|
Warrants
outstanding at December 31, 2018
|
|
|
5,552,497
|
|
|
$
|
1.50
|
|
Cash
|
|
$
|
3,740
|
|
Receivables
|
|
|
361,345
|
|
Intangible assets
(see Note 2)
|
|
|
3,150,000
|
|
Total assets
acquired
|
|
|
3,515,085
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities
|
|
|
409,803
|
|
Total liabilities
assumed
|
|
|
409,803
|
|
|
|
|
|
|
Net assets
acquired
|
|
|
3,105,282
|
|
|
|
|
|
|
Consideration
|
|
|
1,100,000
|
|
|
|
|
|
|
Gain
on bargain purchase
|
|
$
|
2,005,282
|
|
|
|
Three months
ended
December 31,
|
|
|
Nine months ended
December 31,
|
|
||||||||||
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||
Revenues
|
|
$
|
6,998,654
|
|
|
$
|
4,535,491
|
|
|
$
|
21,768,049
|
|
|
$
|
14,621,592
|
|
Net
(loss)
|
|
$
|
(348,863
|
)
|
|
$
|
(7,710,557
|
)
|
|
$
|
(1,217,837
|
)
|
|
$
|
(14,161,648
|
)
|
Loss
per common share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
Nature of Expense
|
Amount
(1)
|
SEC
registration fee
|
$ 152
|
Transfer
agent’s, and registrars’ fees and
expenses
|
2,000
|
Accounting
fees and expenses
|
10,000
|
Legal
fees and expenses
|
15,000
|
Miscellaneous
|
2,848
|
Total
|
$30,000
|
Exhibit Number*
|
|
Title of Document
|
|
Location
|
|
|
|
|
|
Item 2
|
|
Plan
of Acquisition, Reorganization, Arrangement, Liquidation or
Succession
|
|
|
2.01
|
|
Contribution
Agreement between Investview, Inc., Wealth Generators, LLC,
and the members of Wealth Generators, LLC dated March 31,
2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed April 6,
2017
|
|
|
|
|
|
Item 3
|
|
Articles
of Incorporation and Bylaws
|
|
|
3.01
|
|
Articles of
Incorporation
|
|
Incorporated
by reference to the Form 10SB12G filed August 12, 1999
|
|
|
|
|
|
3.02
|
|
Articles of
Amendments to the Articles of Incorporation
|
|
Incorporated
by reference to the Form 10SB12G filed August 12, 1999
|
|
|
|
|
|
3.03
|
|
Bylaws
|
|
Incorporated
by reference to the Form 10SB12G filed August 12, 1999
|
|
|
|
|
|
3.04
|
|
Amendment to
Articles of Incorporation or by-laws
|
|
Incorporated
by reference to the Current Report on Form 8-K filed February 15,
2007
|
|
|
|
|
|
3.05
|
|
Certificate of
Change filed pursuant to NRS 78.209
|
|
Incorporated
by reference to the Current Report on Form 8-K filed April 6,
2012
|
|
|
|
|
|
3.06
|
|
Articles of Merger
filed pursuant to NRS 92.A.200
|
|
Incorporated
by reference to the Current Report on Form 8-K filed April 6,
2012
|
|
|
|
|
|
3.07
|
|
Certificate of
Amendment to Articles of Incorporation
|
|
Incorporated
by reference to the Definitive Information Statement filed December
20, 2017
|
|
|
|
|
|
Item 4
|
|
Instruments
Defining the Rights of Security Holders, including
indentures
|
|
|
4.01
|
|
Common
Stock Specimen
|
|
Incorporated
by reference to the Registration Statement on Form S-1 filed
January 12, 2018.
|
|
|
|
|
|
Item 5
|
|
Opinion
re Legality
|
|
|
5.01
|
|
Opinion
of Michael Best & Friedrich LLP
|
|
This
filing.
|
|
|
|
|
|
Item 10
|
|
Material
Contracts
|
|
|
|
|
|
|
|
10.01
|
|
Form of
Common Stock Purchase Warrant dated July 7, 2011
|
|
Incorporated
by reference to the Current Report on Form 8-K filed July 13,
2011
|
|
|
|
|
|
10.02
|
|
Form of
Common Stock Purchase Warrant – August 2012
|
|
Incorporated
by reference to the Current Report on Form 8-K filed August 20,
2012
|
|
|
|
|
|
10.03
|
|
2012
Incentive Stock Plan**
|
|
Incorporated
by reference to the Registration Statement on Form S-8 filed July
25, 2012
|
|
|
|
|
|
10.04
|
|
Form of
Common Stock Purchase Warrant issued to Allied Global Ventures
LLC
|
|
Incorporated by
reference to the Current Report on Form 8-K filed October 8,
2013
|
|
|
|
|
|
10.05
|
|
Form of
Common Stock Purchase Warrant
|
|
Incorporated by
reference to the Current Report on Form 8-K filed June 11,
2014
|
|
|
|
|
|
10.06
|
|
Form of
Common Stock Purchase Warrant – September 30,
2014
|
|
Incorporated by
reference to the Current Report on Form 8-K filed October 7,
2014
|
|
|
|
|
|
10.22
|
|
Form of
Conversion Agreement dated June 6, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed June 12,
2017
|
|
|
|
|
|
10.23
|
|
Agreement entered
into with CTB Rise International Inc. dated June 7,
2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed June 12,
2017
|
|
|
|
|
|
10.24
|
|
Founder
Employment Agreement between Investview, Inc. and Ryan Smith,
entered October 10, 2017**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13,
2017
|
|
|
|
|
|
10.25
|
|
Founder
Employment Agreement between Investview, Inc. and Annette Raynor,
entered October 10, 2017**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13,
2017
|
|
|
|
|
|
10.26
|
|
Founder
Employment Agreement between Investview, Inc. and Chad Miller,
entered October 10, 2017**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13,
2017
|
|
|
|
|
|
10.27
|
|
Founder
Employment Agreement between Investview, Inc. and Mario Romano,
entered October 10, 2017**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13,
2017
|
|
|
|
|
|
10.28
|
|
Founder
Revenue Agreement among Investview, Inc. and Chad Miller, Annette
Raynor, Mario Romano, and Ryan Smith**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13,
2017
|
|
|
|
|
|
10.29
|
|
Contribution and
Exchange Agreement between Investview, Inc. and HODO-mania, Inc.,
entered October 20, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 27,
2017
|
|
|
|
|
|
10.30
|
|
Product
Contribution Agreement between Investview, Inc. and Priam
Technologies, Inc., entered November 13, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed November 15,
2017
|
|
|
|
|
|
10.31
|
|
Exclusive License
Agreement between Investview, Inc. and Binnacle Research Marketing,
Inc., entered November 13, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed November 15,
2017
|
|
|
|
|
|
10.32
|
|
Product
Contribution Agreement between Investview, Inc. and WestMyn
Technology Services, Inc., entered November 13, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed November 15,
2017
|
|
|
|
|
|
10.33
|
|
Securities
Purchase Agreement between InvestView, Inc., and D-Beta One EQ,
Ltd., entered December 6, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed December 13,
2017
|
|
|
|
|
|
10.34
|
|
Registration
Rights Agreement between InvestView, Inc., and D-Beta One EQ, Ltd.,
entered December 6, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed December 13,
2017
|
|
|
|
|
|
10.35
|
|
Standby
Equity Distribution Agreement between InvestView, Inc., and YAII
PN, Ltd., entered December 6, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed December 13,
2017
|
|
|
|
|
|
10.36
|
|
Purchase Agreement between United Marketing, LLC
and Investview, Inc., entered July 20,
2018
|
|
Incorporated
by reference from current report on Form 8-K filed July 25,
2018
|
|
|
|
|
|
10.37
|
|
Product
Contribution Agreement between Investview, Inc. and WestMyn
Technology Services, Inc., entered May 1, 2018
|
|
Incorporated
by reference from the Quarterly Report on Form 10-Q for the quarter
ended June 30, 2018, filed August 14, 2018
|
|
|
|
|
|
10.38
|
|
Capital
Crypto Mining Agreement between Investview, Inc. and WestMyn
Technology Services, Inc., entered May 1, 2018
|
|
Incorporated
by reference from the Quarterly Report on Form 10-Q for the quarter
ended June 30, 2018, filed August 14, 2018
|
|
|
|
|
|
10.39
|
|
Master
Services Agreement between Investview, Inc., its assigns, and
BYOBitcoin LLC
|
|
Incorporated
by reference from current report on Form 8-K filed
September 25, 2018
|
|
|
|
|
|
10.41
|
|
Stock
Buyback Letter Agreement between Investview, Inc. and Yorkville
Advisors Global, LP and its subsidiaries dated September 13,
2018
|
|
Incorporated
by reference from current report on Form 8-K filed
September 26, 2018
|
|
|
|
|
|
10.42
|
|
Common
Stock Purchase Agreement between Investview, Inc. and TRITON FUNDS,
LP., entered December 29, 2018
|
|
Incorporated
by reference to the Current Report on Form 8-K filed January 7,
2019
|
|
|
|
|
|
10.43
|
|
Registration Rights
Agreement between Investview, Inc. and TRITON FUNDS, LP., entered
December 29, 2018
|
|
Incorporated
by reference to the Current Report on Form 8-K filed January 7,
2019
|
|
|
|
|
|
10.44
|
|
Share
Donation Agreement between Investview, Inc. and TRITON FUNDS, LP,
Ltd., entered December 29, 2018
|
|
Incorporated
by reference to the Current Report on Form 8-K filed January 7,
2019
|
|
|
|
|
|
10.45
|
|
Joint Venture
Agreement among Investview, Inc. and AI Data Consulting, LLC, and
Freedom Enterprise, LLC
|
|
Incorporated by
reference to the Current Report on Form 8-K/A filed March 8,
2019
|
|
|
|
|
|
Item 21
|
|
Subsidiaries
of the Registrant
|
|
|
21.01
|
|
Schedule of
Subsidiaries
|
|
This
filing.
|
|
|
|
|
|
Item 23
|
|
Consents
of Experts and Counsel
|
|
|
23.01
|
|
Consent
of Haynie & Company
|
|
This
filing.
|
|
|
|
|
|
23.02
|
|
Consent
of Michael Best & Friedrich LLP
|
|
Included
in exhibit 5.01.
|
|
|
|
|
|
Item 24
|
|
Power
of Attorney
|
|
|
24.01
|
|
Power
of Attorney
|
|
See
signature page to this filing.
|
|
|
|
|
|
Item 101
|
|
Interactive
Data Files***
|
|
|
101.INS
|
|
XBRL
Instance Document
|
|
To be
filed by amendment.
|
|
|
|
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema
|
|
To be
filed by amendment.
|
|
|
|
|
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase
|
|
To be
filed by amendment.
|
|
|
|
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase
|
|
To be
filed by amendment.
|
|
|
|
|
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase
|
|
To be
filed by amendment.
|
|
|
|
|
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase
|
|
To be
filed by amendment.
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
|
|
|
|
|
|
|
|
(i)
|
to
include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
|
|
|
|
|
|
|
(ii)
|
to
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the
effective registration statement; and
|
|
|
(iii)
|
to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
|
|
|
|
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment will be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time will be
deemed to be the initial bona fide offering thereof.
|
|
|
|
|
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
|
|
|
|
|
|
|
(4)
|
That,
for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying
on Rule 430B or other than prospectuses filed in reliance on Rule
430A, will be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first
use.
|
|
|
|
|
|
|
(5)
|
That,
for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
|
|
|
|
|
|
|
|
The
undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities
to such purchaser:
|
|
|
|
|
|
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
|
|
|
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
|
|
|
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
|
|
INVESTVIEW, INC
.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Ryan Smith
|
|
|
Ryan
Smith
|
|
|
Chief
Executive Officer
|
|
|
|
|
By:
|
/s/
William C. Kosoff
|
|
|
William
C. Kosoff
|
|
|
Acting
Chief Financial Officer
|
|
|
|
Name and Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Ryan Smith
|
|
|
|
|
Ryan
Smith
|
|
Chief
Executive Officer and Director
|
|
03/11/19
|
|
|
|
|
|
/s/
Ryan Smith
|
|
|
|
|
attorney-in-fact
|
|
|
|
|
Annette
Raynor
|
|
Chief
Operating Officer and Director
|
|
03/11/19
|
|
|
|
|
|
/s/
Ryan Smith
|
|
|
|
|
attorney-in-fact
|
|
|
|
|
Chad
Miller
|
|
Director
|
|
03/11/19
|
|
|
|
|
|
|
|
|
|
|
/s/
William C. Kosoff
|
|
|
|
|
William
C. Kosoff
|
|
Acting
Chief Financial Officer and Principal Accounting
Officer
|
|
03/11/19
|
Michael
Best & Friedrich LLP
Attorneys
at Law
Kevin
C. Timken
T
801.924.4124
E
kctimken@michaelbest.com
|
Name
|
State of Organization
|
|
|
Kuvera
LLC
|
Utah
|
|
|
SAFETEK
LLC
|
Utah
|
|
|
United
Games LLC
|
Utah
|
|
|
United
League LLC
|
Utah
|
|
|
Kuvera
France
|
France
|
|
|
Investment
Tools and Training, LLC
|
Utah
|
|
|
Razor
Data, L.L.C.
|
Utah
|
Certified Public Accountants
(a
professional corporation)
50
West Broadway, Suite 600 Salt Lake City, UT 84101 (801) 532-7800
Fax (801) 328-4461
|
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
We
consent to the use in this Registration Statement on Form S-1
Amendment No. 2 of Investview, Inc. of our report dated June 29,
2018, relating to our audits of the March 31, 2018 and 2017
consolidated financial statements of Investview, Inc., which are
appearing in the Prospectus, which is part of this Registration
Statement.
|
We also
consent to the reference to our firm under the caption "Experts" in
such Prospectus.
|
Haynie
& Company Salt Lake City, Utah March 8, 2019
|
An Association of Independent Accounting Firms
|