10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 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, 2025

or

☐ 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<br> or other jurisdiction of incorporation or organization)	(I.R.S.<br> Employer Identification No.)
521<br> West Lancaster Avenue, Second Floor, Haverford, Pennsylvania	19041
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s

telephone number, including area code: 732-889-4300

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

Title<br> of each class	Trading<br> Symbol(s)	Name<br> 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 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<br> filer ☐	Accelerated<br> filer ☐
Non-accelerated filer<br> ☒	Smaller reporting company<br> ☒
Emerging growth company<br> ☐

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 Exchange Act).

Yes	☐	No	☒

As

of November 7, 2025, there were 1,848,994,024 shares of common stock, $0.001 par value, outstanding.

INVESTVIEW,

INC.

---

Form

10-Q for the Nine Months Ended September 30, 2025

---

Table

of Contents

PART I – FINANCIAL INFORMATION	3
ITEM 1 – FINANCIAL STATEMENTS	3
Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	3
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	6
Notes to Condensed Consolidated Financial Statements as of September 30, 2025 (Unaudited)	7
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	33
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	39
ITEM 4 – CONTROLS AND PROCEDURES	39
PART II – OTHER INFORMATION	39
ITEM 1 – LEGAL PROCEEDINGS	39
ITEM 1.A – RISK FACTORS	39
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	41
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES	41
ITEM 4 – MINE SAFETY DISCLOSURES	41
ITEM 5 – OTHER INFORMATION	41
ITEM 6 – EXHIBITS	42
SIGNATURE PAGE	43

2

PART

I – FINANCIAL INFORMATION

ITEM

1 – FINANCIAL STATEMENTS

INVESTVIEW, INC.

CONDENSED CONSOLIDATED

BALANCE SHEETS

			December 31,
			2024
ASSETS
Current assets:
Cash and cash equivalents	15,080,456		$	22,467,710
Prepaid assets	384,625			497,620
Deposits, current	1,145,046			936,434
Receivables	2,687,811			2,534,727
Inventory	1,094,223			495,865
Income tax paid in advance	459,872			459,872
Total current assets	20,852,033			27,392,228
Fixed assets, net	1,752,960			1,868,441
Other assets:
Digital assets	3,794,502			1,127,891
Goodwill	873,701			873,701
Intangible assets, net	40,310			40,310
Operating lease right-of-use asset	118,463			211,996
Deposits	56,741			57,028
Total other assets	4,883,717			2,310,926
Total assets	27,488,710		$	31,571,595
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	4,388,361		$	7,139,684
Payroll liabilities	180,808			271,606
Income tax payable	201,266			202,573
Deferred revenue	2,190,377			3,029,145
Derivative liability	625			758
Dividend liability	239,131			245,101
Operating lease liability, current	102,902			165,707
Related party debt, net of discounts, current	1,205,557			1,204,567
Debt, net of discounts, current	29,244			29,244
Total current liabilities	8,538,271			12,288,385
Operating lease liability, long term	15,604			46,433
Accrued liabilities, long term	49,840			45,532
Related party debt, net of discounts, long term	1,753,673			1,501,041
Debt, net of discounts, long term	482,740			490,619
Total long-term liabilities	2,301,857			2,083,625
Total liabilities	10,840,128			14,372,010
Commitments and contingencies	-			-
Stockholders’ equity (deficit):
Preferred stock, par value: 0.001; 50,000,000 shares authorized, 252,192 issued and outstanding as of September 30, 2025 and December 31, 2024	252			252
Common stock, par value 0.001; 10,000,000,000 shares authorized; 1,859,231,786 and 1,859,231,786 shares issued and 1,850,730,283 and 1,859,231,786 outstanding as of September 30, 2025 and December 31, 2024, respectively	1,859,231			1,859,231
Additional paid in capital	103,724,675			102,560,320
Treasury stock, at cost, 8,501,503 and 0 shares as of September 30, 2025 and December 31, 2024, respectively	(137,261	)		—
Accumulated other comprehensive income (loss)	(23,218	)		(23,218	)
Accumulated deficit	(88,785,741	)		(87,205,070	)
Accumulated noncontrolling interest	10,644			8,070
Total stockholders’ equity (deficit)	16,648,582			17,199,585
Total liabilities and stockholders’ equity (deficit)	27,488,710		$	31,571,595

All values are in US Dollars.

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)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue:
Membership revenue, net of refunds, incentives, credits, and chargebacks	$	7,066,734		$	11,175,466		$	23,702,859		$	36,232,688
Mining revenue		923,603			567,415			2,615,778			4,288,791
Health and wellness product sales		1,029,673			-			2,709,692			-
Other revenue		32,598			-			78,249			-
Total revenue, net		9,052,608			11,742,881			29,106,578			40,521,479
Operating costs and expenses:
Cost of sales and service		2,153,524			1,257,569			6,160,210			4,703,513
Commissions		4,008,062			6,270,310			13,260,667			19,988,364
Advertising, selling, and marketing		356,556			16,751			543,214			548,559
Salary and related		1,773,323			1,471,649			5,202,824			4,859,463
Professional fees		536,090			416,410			1,554,123			1,201,406
Impairment expense		-			977,418			-			977,418
Loss (gain) on disposal of assets		(21,414	)		-			(113,251	)		180,223
General and administrative		1,284,273			2,031,269			3,966,771			6,435,522
Total operating costs and expenses		10,090,414			12,441,376			30,574,558			38,894,468
Net income (loss) from operations		(1,037,806	)		(698,495	)		(1,467,980	)		1,627,011
Other income (expense):
Gain (loss) on settlement		(111,277	)		-			(111,277	)		-
Gain (loss) on fair value of derivative liability		(20	)		2,034			133			5,434
Realized gain (loss) on digital assets		(42,737	)		1,558			77,006			284,112
Unrealized gain (loss) on digital assets		219,771			-			399,029			-
Interest expense		(4,726	)		(4,726	)		(16,682	)		(14,076	)
Interest expense, related parties		(310,594	)		(310,594	)		(929,008	)		(929,934	)
Interest expense		(310,594	)		(310,594	)		(929,008	)		(929,934	)
Other income (expense)		435,026			294,862			947,841			1,284,021
Total other income (expense)		185,443			(16,866	)		367,042			629,557
Income (loss) before income taxes		(852,363	)		(715,361	)		(1,100,938	)		2,256,568
Income tax expense		-			(95,287	)		(11,000	)		(864,429	)
Net income (loss)		(852,363	)		(810,648	)		(1,111,938	)		1,392,139
Net income (loss) attributable to noncontrolling interest		1,780			-			2,574			-
Net income (loss) attributable to Investview, Inc.		(854,143	)		(810,648	)		(1,114,512	)		1,392,139
Dividends on Preferred Stock		(204,835	)		(204,835	)		(614,505	)		(614,505	)
Net income (loss) applicable to common shareholders	$	(1,058,978	)	$	(1,015,483	)	$	(1,729,017	)	$	777,634
Basic income (loss) per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Diluted income (loss) per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Basic weighted average number of common shares outstanding		1,853,465,349			1,860,677,438			1,856,658,888			1,924,667,422
Diluted weighted average number of common shares outstanding		1,853,465,349			1,860,677,438			1,856,658,888			2,961,095,993

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 NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Unaudited)

																			Accumulated
											Additional								Other
	Preferred Stock				Common Stock						Paid in			Treasury Stock					Comprehensive			Accumulated			Noncontrolling
	Shares		Amount		Shares			Amount			Capital			Shares		Amount			Income (Loss)			Deficit			Interest			Total
Balance, December 31, 2023		252,192	$	252		2,333,356,496		$	2,333,356		$	104,056,807			-	$	-		$	(23,218	)	$	(87,576,899	)	$	-		$	18,790,298
Common stock issued for services and other stock-based compensation		-		-		-			-			430,760			-		-			-			-			-			430,760
Common stock repurchased from former related parties and canceled		-		-		(472,374,710	)		(472,374	)		(3,098,772	)		-		-			-			-			-			(3,571,146	)
Dividends		-		-		-			-			-			-		-			-			(204,835	)		-			(204,835	)
Net income (loss)		-		-		-			-			-			-		-			-			1,669,940			-			1,669,940
Balance, March 31, 2024		252,192		252		1,860,981,786			1,860,982			101,388,795			-		-			(23,218	)		(86,111,794	)		-			17,115,017
Common stock issued for services and other stock-based compensation		-		-		-			-			440,915			-		-			-			-			-			440,915
Dividends		-		-		-			-			-			-		-			-			(204,835	)		-			(204,835	)
Net income (loss)		-		-		-			-			-			-		-			-			532,847			-			532,847
Balance, June 30, 2024		252,192		252		1,860,981,786			1,860,982			101,829,710			-		-			(23,218	)		(85,783,782	)		-			17,883,944
Common stock issued for services and other stock-based compensation		-		-		-			-			322,033			-		-			-			-			-			322,033
Common stock cancelled		-		-		(1,750,000	)		(1,750	)		1,750			-		-			-			-			-			-
Dividends		-		-		-			-			-			-		-			-			(204,835	)		-			(204,835	)
Net income (loss)		-		-		-			-			-			-		-			-			(810,648	)		-			(810,648	)
Balance, September 30, 2024		252,192	$	252		1,859,231,786		$	1,859,232		$	102,153,493		$	-	$	-		$	(23,218	)	$	(86,799,265	)	$	-		$	17,190,494
Balance, December 31, 2024		252,192	$	252		1,859,231,786		$	1,859,231		$	102,560,320			-	$	-		$	(23,218	)	$	(87,205,070	)	$	8,070		$	17,199,585
Cumulative effect adjustment upon adoption of ASU 2023-08		-		-		-			-			-			-		-			-			148,346			-			148,346
Common stock issued for services and other stock-based compensation		-		-		-			-			387,634			-		-			-			-			-			387,634
Common stock repurchased and held as treasury stock		-		-		-			-			-			1,089,286		(24,006	)		-			-			-			(24,006	)
Dividends		-		-		-			-			-			-		-			-			(204,835	)		-			(204,835	)
Net income (loss)		-		-		-			-			-			-		-			-			(685,866	)		(1,987	)		(687,853	)
Balance, March 31, 2025		252,192		252		1,859,231,786			1,859,231			102,947,954			1,089,286		(24,006	)		(23,218	)		(87,947,425	)		6,083			16,818,871
Common stock issued for services and other stock-based compensation		-		-		-			-			386,238			-		-			-			-			-			386,238
Common stock repurchased and held as treasury stock		-		-		-			-			-			1,870,931		(20,636	)		-			-			-			(20,636	)
Dividends		-		-		-			-			-			-		-			-			(204,835	)		-			(204,835	)
Net income (loss)		-		-		-			-			-			-		-			-			425,497			2,781			428,278
Balance, June 30, 2025		252,192		252		1,859,231,786			1,859,231			103,334,192			2,960,217		(44,642	)		(23,218	)		(87,726,763	)		8,864			17,407,916
Balance		252,192		252		1,859,231,786			1,859,231			103,334,192			2,960,217		(44,642	)		(23,218	)		(87,726,763	)		8,864			17,407,916
Common stock issued for services and other stock-based compensation		-		-		-			-			390,483			-		-			-			-			-			390,483
Common stock repurchased and held as treasury stock		-		-		-			-			-			5,541,286		(92,619	)		-			-			-			(92,619	)
Dividends		-		-		-			-			-			-		-			-			(204,835	)		-			(204,835	)
Net income (loss)		-		-		-			-			-			-		-			-			(854,143	)		1,780			(852,363	)
Balance, September 30, 2025		252,192	$	252		1,859,231,786		$	1,859,231		$	103,724,675			8,501,503	$	(137,261	)	$	(23,218	)	$	(88,785,741	)	$	10,644		$	16,648,582
Balance		252,192	$	252		1,859,231,786		$	1,859,231		$	103,724,675			8,501,503	$	(137,261	)	$	(23,218	)	$	(88,785,741	)	$	10,644		$	16,648,582

The

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

5

INVESTVIEW INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(1,111,938	)	$	1,392,139
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		598,970			3,337,595
Amortization of debt discount		252,632			253,557
Stock issued for services and other stock-based compensation		1,164,355			1,193,708
Lease cost, net of repayment		(101	)		1,393
(Gain) loss on disposal of assets		(113,251	)		180,223
(Gain) loss on fair value of derivative liability		(133	)		(5,434	)
Change in fair value of digital assets		(399,029	)		-
Realized (gain) loss on digital assets		(77,006	)		(284,112	)
Impairment expense		-			977,418
Digital assets collected for membership revenue		(1,015,276	)		(1,144,563	)
Revenue recognized from bitcoin mined		(2,615,778	)		(4,288,791	)
Operating expenses paid with digital assets		1,516,078			11,311,370
Changes in operating assets and liabilities:
Receivables		(153,084	)		(247,979	)
Inventory		(598,358	)		-
Prepaid assets		112,995			172,884
Income tax paid in advance		-			(543,292	)
Deposits		(208,325	)		12,635
Accounts payable and accrued liabilities		(308,993	)		1,055,794
Income tax payable		(1,307	)		(703,374	)
Deferred revenue		(838,768	)		(338,390	)
Accrued interest		14,054			14,075
Accrued interest, related parties		676,377			676,377
Net cash provided by (used in) operating activities		(3,105,886	)		13,023,233
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of digital assets		(4,815,947	)		(6,207,998	)
Proceeds from sale of digital assets		4,911,971			499,016
Purchase of Treasury Stock		(137,261	)		-
Cash paid for fixed assets		(514,716	)		(6,356	)
Net cash provided by (used in) investing activities		(555,953	)		(5,715,338	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments for related party debt		(675,387	)		(675,387	)
Repayments for debt		(21,933	)		(296,150	)
Payments for shares repurchased from former related parties		(2,528,820	)		(2,528,820	)
Dividends paid		(499,275	)		(497,266	)
Net cash provided by (used in) financing activities		(3,725,415	)		(3,997,623	)
Net increase (decrease) in cash and cash equivalents		(7,387,254	)		3,310,272
Cash and cash equivalents - beginning of period		22,467,710			21,142,630
Cash and cash equivalents - end of period	$	15,080,456		$	24,452,902
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	697,320		$	232,440
Income taxes	$	8,000		$	1,795
Non-cash investing and financing activities:
Common stock repurchased for payables	$	-		$	3,571,146
Dividends declared	$	614,505		$	614,505
Dividends paid with digital assets	$	121,200		$	122,726
Debt extinguished in exchange for digital assets	$	-		$	116,310
Shares forfeited	$	-		$	1,750
Cumulative effect adjustment upon adoption of ASU 2023-08	$	148,346		$	-
Digital assets received from sale of fixed assets	$	144,478		$	-

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, 2025

(Unaudited)

---

NOTE

1 – ORGANIZATION AND NATURE OF BUSINESS

---

Organization

---

Investview, Inc. was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In January 2005, we changed domicile to Nevada and changed our name to Voxpath Holding, Inc. In September of 2006, we merged with The Retirement Solution Inc. and then changed our name to TheRetirementSolution.Com, Inc. Subsequently, in October 2008 we changed our name to Global Investor Services, Inc., before changing our name to Investview, Inc., on March 27, 2012.

Effective

April 1, 2017, we closed on a Contribution Agreement with the members of Wealth Generators, LLC, a limited liability company (“Wealth Generators”), pursuant to which the Wealth Generators members contributed 100% of the outstanding securities of Wealth Generators in exchange for an aggregate of 1,358,670,942 shares of our common stock. Following this transaction, Wealth Generators became our wholly owned subsidiary, and the former members of Wealth Generators became our stockholders and controlled 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”).

On January 17, 2019, we renamed our non-operating wholly owned subsidiary WealthGen Global, LLC to SAFETek, 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 September 20, 2021, the Board of Directors approved a change in our fiscal year from March 31 to December 31.

Natureof Business

---

We operate a diversified financial technology services company operating across multiple business units that feature the sale of financial education products and services through a global network of independent distributors, the manufacture and sale of consumer health, wellness and nutrition products, an early-stage online trading broker-dealer platform for self-directed retail investors, and a sustainable blockchain technology focused on Bitcoin mining and related infrastructure.

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

---

Basisof Accounting

---

Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

7

INVESTVIEW,

INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

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 nine months ended September 30, 2025, are not necessarily indicative of the operating results that may be expected for our year ending December 31, 2025, as will be included in the filing of our Annual Report on Form 10-K for the year ending December 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2024 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Principlesof Consolidation

---

The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries: iGenius, LLC, SAFETek, LLC, Investview Financial Group Holdings, LLC, Opencash Finance, Inc., Opencash Securities, LLC, Investview MTS, LLC, myLife Wellness Company, myLife Wellness LLC, Renu Laboratories LLC, and Goldman’s Pharmaceuticals LLC. The Company also owns 50% of ELRT Technologies, LLC, which has been included in the consolidated financial statements, and the Company has recorded a noncontrolling interest for the 50% interest that it does not own. All intercompany transactions and balances have been eliminated in consolidation.

OperatingSegments

---

Operating segments are defined as components of an entity for which separate financial information is available that is regularly reviewed by the chief operating decision maker (“CODM”). The CODM is composed of several members of its executive management team, including the Chief Executive Officer, President and Chief Operating Officer, and the Chief Financial Officer. The CODM uses segment net income from operations to assess the performance of, manage the operations of, and allocate capital and operational resources to the Company’s three reportable operating segments.

FinancialStatement Reclassification

---

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

Useof 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.

Concentrationof Credit Risk

Financial

instruments that potentially expose us to concentration of credit risk include cash, accounts receivable, and advances. We place our cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. As of September 30, 2025 and December 31, 2024, cash balances that exceeded FDIC limits were $13,229,775 and $10,837,830, respectively. We have not experienced significant losses relating to these concentrations in the past.

CashEquivalents

---

For purposes of reporting cash flows, we consider all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. As of September 30, 2025, and December 31, 2024, we had no cash equivalents.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

---

Receivables

Receivables are carried at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual receivables and receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received.

Receivables were made up of the following as of each balance sheet date:

SCHEDULE

OF RECEIVABLES

	September 30,		December 31,
	2025		2024
Due from merchant processors	$	304,738	$	318,921
Held in reserve by merchant processors for future returns and chargebacks [1]		1,871,345		1,872,035
Due from payout service providers		60,676		296,558
Accounts and other receivables		451,052		47,213
Receivable, gross		2,687,811		2,534,727
Allowance for doubtful accounts		-		-
Receivables	$	2,687,811	$	2,534,727
[1]	We<br> have had to pursue collection efforts through litigation against one of our credit card processors and its clearing bank, as we have<br> been unable to timely collect such amounts due through our normal course credit collection practices. See “NOTE 11 - Commitments<br> and Contingencies.”
---	---

FixedAssets

---

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	September 30,			December 31,
	(years)	2025			2024
Furniture, fixtures, and equipment	10	$	8,214		$	717
Computer equipment	3		36,847			28,571
Data processing equipment	3		7,381,111			11,824,560
Manufacturing equipment	3-25		1,660,643			1,161,701
			9,086,815			13,015,549
Accumulated depreciation			(7,333,855	)		(11,147,108	)
Net book value		$	1,752,960		$	1,868,441

Total

depreciation expense for the nine months ended September 30, 2025 and 2024, was $598,970 and $3,337,595, respectively. During the nine months ended September 30, 2025, we sold assets with a total net book value of $31,227 for digital assets worth $144,478, therefore recognized a gain on disposal of assets of $113,251. During the nine months ended September 30, 2024, we recognized a loss on disposal of assets with a net book value of $180,223.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

DigitalAssets

---

Digital assets are included in non-current assets on the Consolidated Balance Sheets due to the Company’s intent to retain and hold bitcoin. Proceeds from the sale of digital assets and the purchase of digital assets are included within investing activities in the accompanying Consolidated Statement of Cash Flows. Digital Assets awarded to the Company through its mining activities and collected for membership revenue are accounted for in connection with the Company’s revenue recognition policy. Following the adoption of Accounting Standards Update (“ASU”) 2023-08 effective January 1, 2025, the Company measures digital assets at fair value with changes recognized in other income (expense) in the Consolidated Statement of Operations. The Company tracks its cost basis of digital assets by-wallet in accordance with the first-in-first-out (“FIFO”) method of accounting. Refer to “NOTE 5 – DIGITAL ASSETS”, for further information regarding the Company’s impact of the adoption of ASU 2023-08, as defined below.

Goodwill

---

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not subject to amortization, and instead, assessed for impairment annually at the end of each fiscal year, or more frequently when events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 - Intangibles - Goodwill and Other.

The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, in which case a quantitative impairment test is not required.

As provided for by ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, the quantitative goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired. An impairment loss is recognized for any excess of the carrying amount of the reporting unit over its fair value up to the amount of goodwill allocated to the reporting unit.

IntangibleAssets

---

We account for our intangible assets in accordance with FASB ASC Subtopic 350-30, General Intangibles Other Than Goodwill (“ASC 350-30”), and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets (“ASC 360-10-05”). ASC 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. Under ASC 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.

Impairmentof 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 us 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 nine months ended September 30, 2025 and 2024, $0 and $977,418 of impairment was recorded, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

FairValue 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<br>1:	Inputs that are<br>quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.
Level<br>2:	Inputs other than<br>quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially<br>the full term of the asset or liability, including:
---	---
-	quoted<br> prices for similar assets or liabilities in active markets;
---	---
-	quoted<br> prices for identical or similar assets or liabilities in markets that are not active;
-	inputs<br> other than quoted prices that are observable for the asset or liability; and
-	inputs<br> that are derived principally from or corroborated by observable market data by correlation<br> or other means.
Level<br>3:	Inputs that are<br>unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability<br>based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount<br>of expected cash flows).
---	---

Our financial instruments consist of cash, accounts receivable and accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of September 30, 2025, and December 31, 2024, 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, 2025:

SCHEDULE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

	Level 1		Level 2		Level 3		Total
Digital assets (see NOTE 5)	$	3,794,502	$	-	$	-	$	3,794,502
Total Assets	$	3,794,502	$	-	$	-	$	3,794,502
Derivative liability	$	-	$	-	$	625	$	625
Total Liabilities	$	-	$	-	$	625	$	625

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2024:

	Level 1		Level 2		Level 3		Total
Total Assets	$	-	$	-	$	-	$	-
Derivative liability	$	-	$	-	$	758	$	758
Total Liabilities	$	-	$	-	$	758	$	758

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

RevenueRecognition

---

Membership Revenue

Most

of our revenue is generated by membership sales and payment is received at the time of purchase. We recognize membership revenue in accordance with ASC Subtopic 606-10, Revenue from Contracts with Customers (“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 our tools, products, and content over a fixed membership period; therefore, we recognize revenue ratably over the membership period and deferred revenue is recorded for the portion of the membership period subsequent to each reporting date. Additionally, we offer a designated trial period to first-time membership customers, during which a full refund can be requested if a customer does not wish to continue with the membership. 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, 2025, and December 31, 2024, our deferred revenues for membership revenue were $1,597,281 and $1,905,734, respectively.

Mining Revenue

We generate revenue from mining bitcoin. The Company has entered into a digital asset mining pool by executing a contract, as amended from time to time, with the mining pool operator to provide computing power to the mining pool. The contract is terminable at any time by either party without penalty. Further, since the contract is continuously renewing, second by second, the mining contract is considered to have a duration of less than 24 hours for accounting purposes. The Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, we are entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which calculates our share of block rewards, transaction fees, and mining pool operator fees. We are entitled to consideration even if a block is not successfully placed by the mining pool operator.

Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contract with the mining pool operator. The transaction consideration the Company receives is net of a contractually agreed upon mining pool operator fee charged and kept by the mining pool operator and is noncash, in the form of Bitcoin. Given that the contract is continuously renewing, and the duration is considered to be less than 24 hours, the Company measures the transaction consideration at fair value on the date Bitcoin is received. The consideration is variable. The amount of consideration recognized is constrained to the amount of consideration received, which is when it is probable a significant reversal will not occur. There is no significant financing component or risk of a significant revenue reversal in these transactions due to the performance obligations and settlement of the transactions being on a daily basis.

Health and Wellness Product Sales and Other Revenue

Through

our wholly owned subsidiary, Renu Laboratories LLC, we generate revenue by manufacturing and selling health, beauty, and wellness products. We recognize health and wellness product sales revenue in accordance with ASC 606-10. The Company’s performance obligation is complete when control of the promised goods is transferred to a customer, at which time the Company recognizes revenue in an amount that reflects the consideration the Company expects to receive in exchange for those goods. The Company terms for the sale are based on free on board (FOB) shipping point, where the control passes to the customer once the product leaves our warehouse. The Company determines collectability by requiring certain customers to pay before control is transferred and by performing ongoing credit evaluations and monitoring customer accounts receivable balances. As of September 30, 2025, and December 31, 2024, deposits collected from customers for orders to be filled at a future date were $593,096 and $1,014,164, respectively, which are recorded as deferred revenue in the Consolidated Balance Sheets.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

Shipping and direct costs charged to customers, along with fees collected from customers for storing their products in our warehouse facility located in Warminster, Pennsylvania are included in revenue as Other Revenue. Shipping and direct costs incurred by the Company are included in Cost of Sales and Service.

Revenue generated for the three months ended September 30, 2025, was as follows:

SCHEDULE OF REVENUE GENERATED

	Membership <br>revenue			Mining<br><br> revenue		Health and<br><br> wellness<br><br> product sales			Other <br><br>Revenue		Total
Gross billings/receipts	$	7,526,954		$	923,603	$	1,041,851		$	32,598	$	9,525,006
Refunds, incentives, credits, and chargebacks		(460,220	)		-		(12,178	)		-		(472,398	)
Net revenue	$	7,066,734		$	923,603	$	1,029,673		$	32,598	$	9,052,608

Foreign

revenues for the three months ended September 30, 2025 were approximately $6.1 million while domestic revenue for the three months ended September 30, 2025 was approximately $3.0 million.

Revenue generated for the three months ended September 30, 2024, was as follows:

	Membership <br>Revenue			Mining<br><br> Revenue		Total
Gross billings/receipts	$	12,023,415		$	567,415	$	12,590,830
Refunds, incentives, credits, and chargebacks		(847,949	)		-		(847,949	)
Net revenue	$	11,175,466		$	567,415	$	11,742,881

Foreign

revenues for the three months ended September 30, 2024 were approximately $10.3 million while domestic revenue for the three months ended September 30, 2024 was approximately $1.4 million.

Revenue generated for the nine months ended September 30, 2025, was as follows:

	Membership <br>revenue			Mining <br><br>revenue		Health and<br><br> wellness<br><br> product sales			Other<br><br> Revenue		Total
Gross billings/receipts	$	25,166,094		$	2,615,778	$	2,722,041		$	78,249	$	30,582,162
Refunds, incentives, credits, and chargebacks		(1,463,235	)		-		(12,349	)		-		(1,475,584	)
Net revenue	$	23,702,859		$	2,615,778	$	2,709,692		$	78,249	$	29,106,578

Foreign

revenues for the nine months ended September 30, 2025 were approximately $20.4 million while domestic revenue for the nine months ended September 30, 2025 was approximately $8.7 million.

Revenue generated for the nine months ended September 30, 2024, was as follows:

	Membership<br> Revenue			Mining <br> Revenue		Total
Gross billings/receipts	$	38,580,943		$	4,288,791	$	42,869,734
Refunds, incentives, credits, and chargebacks		(2,348,255	)		-		(2,348,255	)
Net revenue	$	36,232,688		$	4,288,791	$	40,521,479

Foreign

revenues for the nine months ended September 30, 2024 were approximately $33.1 million while domestic revenue for the nine months ended September 30, 2024 was approximately $7.4 million.

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INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

Advertising,Selling and Marketing Costs

We

expense advertising, selling, and marketing costs as incurred. Advertising, selling, and marketing costs include costs of promoting our product worldwide, including promotional events. Advertising, selling, and marketing expenses for the nine months ended September 30, 2025, and 2024, totaled $543,214 and $548,559, respectively.

Costof Sales and Service

Included

in our costs of sales and services is amounts paid to our trading and market experts that provide financial education content and tools to our membership customers, hosting and electricity fees that we pay to vendors to set up our mining equipment at third-party sites in order to generate mining revenue, and the raw material and manufacturing costs of our health and wellness product sales. Costs of sales and services for the nine months ended September 30, 2025 and 2024, totaled $6,160,210 and $4,703,513, respectively.

Inventory

---

Inventory consists of raw materials, work in progress, and finished goods to be sold as part of our health and wellness product sales. Inventory is valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method and is inclusive of any shipping and tax costs.

Inventory was made up of the following at each balance sheet date:

SCHEDULE

OF INVENTORY

	September 30,		December 31,
	2025		2024
Finished goods	$	48,415	$	27,802
Work in process		208,507		312
Raw materials		837,301		467,751
Inventory	$	1,094,223	$	495,865

---

IncomeTaxes

Income taxes are recorded in accordance with ASC Topic 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities, including operating losses and credit carryforwards, using enacted tax rates in effect for the year in which the differences are expected to reverse.

Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. Deferred tax assets are reduced by a valuation allowance if, based on the consideration of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Changes in assumptions in future periods may require we adjust our valuation allowance, which could materially impact our financial position and results of operations. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on its income tax return, if such a position is more likely than not to be sustained.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

NetIncome (Loss) per Share

We follow ASC Subtopic 260-10, Earnings per Share, which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Diluted 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.

Due to the net loss for the three months ended September 30, 2025 and 2024, basic and diluted income per share were the same, as all securities had an anti-dilutive effect. The following table presents potentially dilutive securities that were not included in the computation of diluted net income per share for the three months ended September 30, 2025 and 2024, as their inclusion would be anti-dilutive.

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES

	September 30,<br><br> 2025		September 30,<br><br> 2024
Weighted average options to purchase common stock		351,416,665		357,503,622
Weighted average warrants to purchase common stock		1,002,720		1,178,090
Common stock issuable upon conversion of notes		471,428,571		471,428,571
Common stock issuable upon conversion of non-voting membership interest		565,000,000		565,000,000

Due to the net loss for the nine months ended September 30, 2025, basic and diluted income per share were the same, as all securities had an anti-dilutive effect. The following table illustrates the computation of diluted earnings per share for the nine months ended September 30, 2024.

SCHEDULE OF DILUTED EARNINGS PER SHARE

	September 30,<br><br> 2024
Net income	$	1,392,139
Less: net income attributable to noncontrolling interest		-
Less: preferred dividends		(614,505	)
Add: interest expense on convertible debt		675,387
Net income available to common shareholders (numerator)		1,453,021
Basic weighted average number of common shares outstanding		1,924,667,422
Dilutive impact of convertible notes		471,428,571
Dilutive impact of non-voting membership interest		565,000,000
Diluted weighted average number of common shares outstanding (denominator)		2,961,095,993
Diluted income per common share	$	0.00

The following table presents potentially dilutive securities that were not included in the computation of diluted net income per share for the nine months ended September 30, 2025 and 2024, as their inclusion would be anti-dilutive.

	September 30,<br><br> 2025		September 30,<br><br> 2024
Weighted average options to purchase common stock		361,416,665		359,836,373
Weighted average warrants to purchase common stock		1,118,991		1,178,090
Common stock issuable upon conversion of notes		471,428,571		N/A
Common stock issuable upon conversion of non-voting membership interest		565,000,000		N/A

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

LeaseObligation

---

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.

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 Topic 842, Leases, 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 December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). The amendments in ASU 2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company adopted ASU 2023-08 for the year ended December 31, 2025, effective as of January 1, 2025, which had a material impact on the financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025. The amendments only impact disclosures and are not expected to have an impact on the Company’s financial condition and results of operations.

In December 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires, in the notes to the financial statements, disclosures of specified information about certain costs and expenses specified in the updated guidance. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company did not elect early adoption and is evaluating the impact the updated guidance will have on its disclosures in 2026.

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 – LIQUIDITY

Our financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

During

the nine months ended September 30, 2025, we met our short-and long-term working capital and capital expenditure requirements. At September 30, 2025, we had a total of $15.1 million in cash and cash equivalents, which we believe is sufficient to meet our debt service, preferred stock dividend payments and all other obligations in a timely manner and be able to meet our objectives.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

NOTE

5 – DIGITAL ASSETS

---

Adoptionof ASU No. 2023-08, Accounting for and Disclosure of Digital Assets

Effective

January 1, 2025, the Company adopted ASU 2023-08, which requires entities to measure crypto assets at fair value with changes recognized in the Statement of Operations each reporting period. The Company’s digital assets are within the scope of ASU 2023-08, and the transition guidance requires a cumulative-effect adjustment as of the beginning of the current fiscal year for any difference between the carrying amount of the Company’s digital assets and fair value. As a result of the Company’s early adoption of ASU 2023-08, the Company recorded a $148,346 increase to digital assets and a $148,346 decrease to accumulated deficit on the Balance Sheets as of the beginning of the fiscal year ended December 31, 2025.

The following table presents the Company’s Digital Asset holdings as of September 30, 2025:

SCHEDULE

OF DIGITAL ASSETS

		Cost Basis		Fair Value
Bitcoin	32.38	$	3,293,718	$	3,692,747
C	101,755		101,755		101,755
Total digital assets held as of September 30, 2025		$	3,395,494	$	3,794,502

All values are in US Dollars.

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The following table presents a roll-forward of total digital assets for the nine months ended September 30, 2025, based on the fair value model under ASU 2023-08:

SCHEDULE OF DIGITAL ASSETS ACTIVITY

	Fair Value
Balance as of December 31, 2024	$	1,127,891
Balance as of December 31, 2024	$	1,127,891
	$	585,632
Cumulative effect adjustment upon adoption of ASU 2023-08		148,346
Revenue recognized from Bitcoin mined (25.20 Bitcoin)		2,615,778
Digital assets collected from membership revenue		1,015,276
Digital assets received from sale of fixed assets		144,478
Purchase of digital assets		4,815,947
Proceeds from sale of digital assets		(4,911,971	)
Operating expenses paid with digital assets		(1,516,078	)
Dividends paid via digital assets		(121,200	)
Debt extinguished in exchange for digital assets
Realized gain (loss) on digital assets		77,006
Change in fair value of digital assets		399,029
Balance as of September 30, 2025	$	3,794,502
Ending balance, Fair Value	$	3,794,502

Priorto Adoption of ASU No. 2023-08, Accounting for and Disclosure of Digital Assets

Digital assets

Prior to the adoption of ASU 2023-08, digital assets were accounted for as indefinite-lived intangible assets and were initially measured in accordance with ASC Topic 350 - Intangible-Goodwill and Other (“ASC 350”). Digital assets were not amortized, but were assessed for impairment annually, or more frequently, when events or changes in circumstances occur, indicating that it is more likely than not that the indefinite-lived intangible asset is impaired. Whenever the exchange-traded price of digital assets declined below its carrying value, the Company was required to determine if an impairment existed and to record an impairment equal to the amount by which the carrying value exceeded the fair value.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

The following table presents a roll-forward of digital assets for the nine months ended September 30, 2024, based on the cost-impairment model under ASC 350:

	Cost Basis
Balance as of December 31, 2023	$	585,632
Beginning balance, Cost Basis	$	585,632
Revenue recognized from Bitcoin mined (75.22 Bitcoin)		4,288,791
Revenue recognized from Bitcoin mined		4,288,791
Digital assets collected from membership revenue		1,144,563
Purchase of digital assets		6,207,998
Proceeds from sale of digital assets		(499,016	)
Operating expenses paid with digital assets		(11,311,370	)
Dividends paid via digital assets		(122,726	)
Debt extinguished in exchange for digital assets		(116,310	)
Realized gain (loss) on sale of digital assets		284,112
Balance as of September 30, 2024	$	461,674
Ending balance, Cost Basis	$	461,674

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NOTE

6 – RELATED-PARTY TRANSACTIONS

RelatedParty Debt

Our related-party payables consisted of the following:

SCHEDULE OF RELATED PARTY PAYABLES

			December 31,<br> 2024
Convertible Promissory Note entered into on 4/27/20, net of debt discount of 594,825<br> as of September 30, 2025 [1]	705,175		$	607,995
Convertible Promissory Note entered into on 5/27/20, net of debt discount of 322,941<br> as of September 30, 2025 [2]	377,059			324,304
Convertible Promissory Note entered into on 11/9/20, net of debt discount of 628,561<br> as of September 30, 2025 [3]	671,439			568,742
Working Capital Promissory Note entered into on 3/22/21 [4]	1,205,557			1,204,567
Total related-party debt	2,959,230			2,705,608
Less: Current portion	(1,205,557	)		(1,204,567	)
Related-party debt, long term	1,753,673		$	1,501,041

All values are in US Dollars.

[1]	On<br> April 27, 2020, we received proceeds of $1,300,000 from DBR Capital, LLC (“DBR Capital”),<br> an entity controlled by a member of our Board of Directors and entered into a convertible<br> promissory note. The note is secured by collateral of the Company and its subsidiaries. The<br> note bears interest at 20% per annum, payable monthly, and the principal is due and payable<br> on April 27, 2030. Per the original terms of the agreement, the note was convertible into<br> common stock at a conversion price of $0.01257 per share, which was amended on November 9,<br> 2020, to reduce the conversion price to $0.007 per share. At inception we recorded a beneficial<br> conversion feature and debt discount of $1,300,000. During the nine months ended September<br> 30, 2025, we recognized $97,180 of the debt discount into interest expense, and expensed<br> an additional $195,012 of interest expense on the note, all of which was repaid during the<br> period.
[2]	On<br> May 27, 2020, we received proceeds of $700,000 from DBR Capital, LLC, an entity controlled<br> by a member of our Board of Directors and entered into a convertible promissory note. The<br> note is secured by collateral of the Company and its subsidiaries. The note bears interest<br> at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030.<br> Per the original terms of the agreement, the note was convertible into common stock at a<br> conversion price of $0.01257 per share, which was amended on November 9, 2020, to reduce<br> the conversion price to $0.007 per share. At inception we recorded a beneficial conversion<br> feature and debt discount of $700,000. During the nine months ended September 30, 2025, we<br> recognized $52,761 of the debt discount into interest expense and expensed an additional<br> $105,003 of interest expense on the note, all of which was repaid during the period.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

[3]	On<br> November 9, 2020, we received proceeds of $1,300,000 from DBR Capital, LLC, an entity controlled<br> by a member of our Board of Directors and entered into a convertible promissory note. The<br> note is secured by collateral of the Company and its subsidiaries. The note bears interest<br> at 38.5% per annum, made up of a 25% interest rate per annum and a facility fee of 13.5%<br> per annum, payable monthly beginning February 1, 2021, and the principal is due and payable<br> on April 27, 2030. Per the terms of the agreement, the note is convertible into common stock<br> at a conversion price of $0.007 per share. At inception we recorded a beneficial conversion<br> feature and debt discount of $1,300,000. During the nine months ended September 30, 2025,<br> we recognized $102,691 of the debt discount into interest expense and expensed an additional<br> $375,372 of interest expense on the note, all of which was repaid during the period.
[4]	On March 22, 2021,<br>we entered into Securities Purchase Agreements to purchase 100% of the operating assets of SSA Technologies LLC (“SSA”),<br>an entity that owns and operates a FINRA-registered broker-dealer. SSA is controlled and partially owned by Joseph Cammarata, our former<br>Chief Executive Officer. (See NOTE 11). Commencing upon execution of the agreements and through the closing of the transactions, we agreed<br>to provide certain transition service arrangements to SSA. In connection with the transactions, we entered into a Working Capital Promissory<br>Note with SSA under which SSA was to have advanced to us up to $1,500,000 before the end of 2021; however, SSA only provided advances<br>of $1,200,000, to date. The note bears interest at the rate of 0.11% per annum. The note was due and payable by January 31, 2022; however,<br>has not yet been repaid as we consider our legal options in light of SSA’s failure to complete its funding obligations, and the<br>other damages we sustained as a result of the actions of Mr. Cammarata. During the nine months ended September 30, 2025, we recorded<br>interest expense of $990 on the note. The note was to have been secured by the pledge of 12,000,000 shares of our common stock; however,<br>it remains unsecured as the pledge of shares was not implemented at the closing of the loan.
---	---

The loans referenced in footnotes 1-3 above were advanced under a Securities Purchase Agreement we entered into on April 27, 2020, with DBR Capital. Under the Securities Purchase Agreement (which was subsequently amended and restated), DBR Capital agreed to advance up to $11 million to us in a series of up to five closings through December 31, 2026, of which the amounts advanced covered in footnotes 1-3 above constituted the first three closings.

On February 28, 2025, we and DBR Capital entered into a Fifth Amendment to the now Amended and Restated Securities Purchase Agreement that extends the deadlines for the fourth and fifth closings under that Agreement from December 31, 2024, to August 31, 2025, and December 31, 2026, respectively. Accordingly, DBR Capital’s right to effect the fourth closing expired on August 31, 2205; however, the fifth closing remains at the sole discretion of DBR Capital, and we cannot provide any assurance that it will occur when contemplated or ever.

OtherRelated Party Arrangements

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On

September 29, 2023, we closed on the purchase in a private transaction of shares of our common stock under the terms of a Stock Purchase and Release Agreement dated September 18, 2023 (the “Romano/Raynor Agreement”). Under the Romano/Raynor Agreement, the Company purchased for surrender in a series of private transactions, an aggregate of 302,919,223 shares of the Company’s common stock (the “Romano/Raynor Purchased Shares”) from sellers consisting of Mario Romano, Annette Raynor, and a series of their family members and related entities (collectively, the “Sellers”). The Romano/Raynor Purchased Shares were purchased for aggregate consideration of $2,922,380, representing a price of $0.00964739 per share. One-eighth of the purchase price was paid within seven (7) days of the closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter. As of September 30, 2025, we owed $0 under the Romano/Raynor Agreement.

In addition to the cash consideration for the Purchased Shares, the Company also agreed to cover a limited amount of the legal fees incurred by the Sellers in the transaction, as well as provide Mr. Romano and Ms. Raynor with a $250,000 expense allowance, payable in installments, to cover legal fees and other expenses on a non-accountable basis, in connection with any matters that may arise in which either or both of Mr. Romano and/or Ms. Raynor served as officers and directors of the Company. In return, Mr. Romano and Ms. Raynor agreed to waive any future entitlement, if at all, to indemnification of costs and expenses, including legal fees under Nevada law or otherwise arising from or relating to any period in which Romano or Raynor were officers and directors of the Company.

The

consideration paid for the Purchased Shares of $2,922,380 plus the $250,000 expense allowance was allocated to the share purchase for a total of $3,172,380.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

On

February 7, 2024, we closed on the purchase in a private transaction of shares of our common stock under the terms of a Stock Purchase and Release Agreement dated February 6, 2024 (the “Smith/Miller Agreement”). Under the Smith/Miller Agreement, the Company purchased for surrender and cancellation a total of 472,374,710 shares of the Company’s common stock (the “Smith/Miller Purchased Shares”) from Ryan Smith and Chad Miller and certain of their respective affiliates and family members. The Smith/Miller Purchased Shares were purchased for aggregate purchase price of $3,571,146, representing a price of $0.007559985 per share. One-eighth of the purchase price was paid within seven (7) days of the closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter. As of September 30, 2025, we owed $446,393 under the Smith/Miller Agreement of which $446,393 is included in Accounts payable and accrued liabilities.

The

consideration paid for the Purchased Shares of $3,571,146 was allocated to the share purchase (see NOTE 10).

NOTE

7 – DEBT

Our debt consisted of the following:

SCHEDULE OF DEBT

	September 30, <br>2025		December 31,<br>2024
Loan with the U.S. Small Business Administration dated 4/19/20 [1]	$	511,984	$	519,863
Total debt		511,984		519,863
Less: current portion		29,244		29,244
Debt, long term portion	$	482,740	$	490,619
[1]	In April 2020 we<br>received proceeds of $500,000 from a loan entered into with the U.S. Small Business Administration. Under the terms of the loan interest<br>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,<br>with all interest and principal due and payable thirty years from the date of the loan. During the nine months ended September 30, 2025,<br>we recorded $14,024 worth of interest on the loan. During the nine months ended September 30, 2025, we made repayments on the loan of<br>$21,933.
---	---

In November of 2020, 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 48,000,000 shares of our common stock, issuing 49,418 shares of our preferred stock, and issuing digital assets. The remaining notes were due December 31, 2024, and had 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 continued until December 31, 2024, when the last monthly payment was made, along with a balloon payment equal to 25% of the face value of the note, to extinguish the debt. During the fourth quarter ended December 31, 2023, we offered all note holders an early payoff option. During the nine months ended September 30, 2024, we repaid a portion of the debt with cash payments of $274,217 and issuances of digital assets then valued at $116,310. As of December 31, 2024, the debt was paid in full.

NOTE

8 – DERIVATIVE LIABILITY

---

During the nine months ended September 30, 2025, we had the following activity in our derivative liability account relating to our warrants:

SCHEDULE OF DERIVATIVE LIABILITY

Derivative liability at December 31, 2024	$	758
Derivative liability recorded on new instruments		-
Derivative liability reduced by warrant exercise		-
(Gain) loss on fair value		(133	)
Derivative liability at September 30, 2025	$	625

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

We use the binomial option pricing model to estimate fair value for those instruments at inception, at warrant exercise, and at each reporting date. During the nine months ended September 30, 2025, the assumptions used in our binomial option pricing model were in the following range:

SCHEDULE OF ASSUMPTIONS USED IN BINOMINAL OPTION PRICING MODEL

Risk free interest rate	3.68% - 4.20%
Expected life in years	0.00 - 0.75
Expected volatility	20% - 118%

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NOTE

9 – OPERATING LEASE

---

In July 2021, we entered an operating lease for office space in Wyckoff, New Jersey (the “Wyckoff Lease”), and in September 2021 we assumed an operating lease for office space in Haverford, Pennsylvania (the “Haverford Lease”) in connection with the acquisition of all of the operating assets of MPower Trading Systems, LLC (“MPower”). This facility now serves as the headquarters of the company. In November 2024, we entered an operating lease for office, warehouse, and manufacturing space in Warminster, Pennsylvania (“the “Warminster Lease”) and in December 2024, we entered an operating lease for warehouse space in Ivyland, Pennsylvania (the “Ivyland Lease”). The Warminster Lease and the Ivyland Lease were entered for use by our subsidiary Renu Laboratories LLC.

At

commencement of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $22,034. The original 24.5-month term of the Wyckoff Lease was extended twice through July 2027 with an option for the Company to terminate with 60 days’ written notice beginning June 1, 2026. The earliest termination date is July 31, 2026. At the first extension of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $23,520. At the second extension of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $25,439.

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 was initially extended through December 2024. At the extension of the Haverford Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $172,042. On September 26, 2025, the term of the Haverford Lease was extended through December 31, 2026.

At

commencement of the Warminster Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $108,327. The Warminster Lease will automatically terminate after the 14-month term.

At

commencement of the Ivyland Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $115,037. The Ivyland Lease will automatically terminate after the 24-month term.

Operating

lease expense was $126,550 for the nine months ended September 30, 2025. Operating cash flows used for the operating leases during the nine months ended September 30, 2025, were $132,651. As of September 30, 2025, the weighted average remaining lease term was 1.13 years, and the weighted average discount rate was 12%.

Future minimum lease payments under non-cancellable leases as of September 30, 2025 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES

Remainder of 2025	$	45,077
2026		75,297
2027		7,261
Total		127,635
Less: Interest		(9,129	)
Present value of lease liability		118,506
Operating lease liability, current [1]		(102,902	)
Operating lease liability, long term	$	15,604
[1]	Represents lease<br>payments to be made in the next 12 months.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

NOTE

10 – STOCKHOLDERS’ EQUITY (DEFICIT)

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PreferredStock

---

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.

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. Holders of our Series B Preferred Stock are entitled to receive cumulative dividends at the annual rate of 13% per annum of the stated value, equal to $3.25 per annum per share. The Series B Preferred Stock is redeemable at our option or upon certain change of control events.

During the year ended March 31, 2021, we commenced an offering to sell a total of 2,000,000 units at $25 per unit (“the Unit Offering”), with each unit consisting 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 8). The Unit Offering was completed on or about August 17, 2021, having resulted in the public offer and sale of 252,192 Units.

As

of September 30, 2025, and December 31, 2024, we had 252,192 shares of preferred stock issued and outstanding.

PreferredStock Dividends

---

During

the nine months ended September 30, 2025, we declared $614,505 of cumulative cash dividends due to the holders of our Series B Preferred Stock. We made payments of $499,275 in cash and issued $121,200 worth of digital assets to reduce the amounts owing. As of September 30, 2025 and December 31, 2024, the dividend liability on our balance sheets was $239,131 and $245,101, respectively.

During

the nine months ended September 30, 2024, we declared $614,505 for cumulative cash dividends due to the shareholders of our Series B Preferred Stock. We made payments of $497,266 in cash and issued $122,726 worth of digital assets to reduce the amounts owing.

CommonStock Transactions

---

On

March 6, 2025, the Board of Directors authorized a stock repurchase program that will allow the Company to repurchase up to $1,000,000 in aggregate value of shares of the Company’s common stock, through March 6, 2026. During the nine months ended September 30, 2025, 8,501,503 shares have been repurchased for $137,261. These shares are being held by the Company in Treasury.

During

the nine months ended September 30, 2024, we repurchased 472,374,710 shares from two of the original founders of the Company and a series of their family members and related entities in exchange for cash of $446,391 and payables of $3,124,755 (see NOTE 6). Also, during the nine months ended September 30, 2024, we cancelled 1,750,000 shares that had been issued but were forfeited by choice. As of the date of this filing, the forfeited shares had been returned and cancelled. All forfeited shares have been deemed cancelled as of September 30, 2024 and as a result, we decreased common stock by $1,750 and increased additional paid in capital by the same. The forfeiture also resulted in the reversal of previously recorded expense resulting in a net $10,002 reduction in stock-based compensation based on grant date fair values and vesting terms of awards granted in prior periods.

As

of September 30, 2025 and December 31, 2024, we had 1,859,231,786 and 1,859,231,786 shares of common stock issued and 1,850,730,283 and 1,859,231,786 shares of common stock outstanding, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

Options

---

The

2022 Incentive Plan authorizes a variety of incentive awards consisting of stock options, restricted stock, restricted stock units, and reserves for issuance up to 600,000,000 shares of the Company’s common stock.

Transactions involving our options are summarized as follows:

SCHEDULE OF OPTIONS ACTIVITY

					Weighted
					Average
			Weighted		Grant-Date
	Number of		Average		Per Share
	Options		Exercise Price		Fair Value
Options outstanding at December 31, 2024		351,416,665	$	0.05	$	0.03
Granted		-	$	-	$	-
Canceled/Expired		-	$	-	$	-
Exercised		-	$	-	$	-
Options outstanding at September 30, 2025		351,416,665	$	0.05	$	0.03

Details of our options outstanding as of September 30, 2025, are as follows:

SCHEDULE OF OPTIONS OUTSTANDING

Options Exercisable		Weighted Average<br><br> Exercise Price of Options<br><br> Exercisable		Weighted Average<br><br> Contractual Life of Options<br><br> Exercisable (Years)		Weighted Average<br><br> Contractual Life of Options<br><br> Outstanding (Years)
	236,741,665	$	0.05		3.76		3.88

---

Total

stock compensation expense related to the options for the nine months ended September 30, 2025, and 2024, was $1,164,355 and $1,193,708, respectively. As of September 30, 2025, there was approximately $2.1 million of unrecognized compensation cost related to the Options, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1 year.

Warrants

---

Transactions involving our warrants are summarized as follows:

SCHEDULE OF WARRANTS ISSUED

				Weighted
	Number of			Average
	Shares			Exercise Price
Warrants outstanding at December 31, 2024		1,178,090		$	0.10
Granted		-		$	-
Canceled/Expired		(218,740	)	$	0.10
Exercised		-		$	-
Warrants outstanding at September 30, 2025		959,350		$	0.10

Details of our warrants outstanding as of September 30, 2025, are as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Warrants Exercisable		Weighted Average <br> Contractual Life of Warrants <br> Outstanding and Exercisable<br> (Years)
	959,350		0.53

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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2025

(Unaudited)

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ClassB Units of Investview Financial Group Holdings, LLC

As of September 30, 2025, and December 31, 2024, there were

565,000,000

Units of Class B Investview Financial Group Holdings, LLC issued and outstanding. These units were issued as consideration for the 2021 purchase of operating assets and intellectual property rights of MPower, a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members. The Class B Redeemable Units have no voting rights but can be exchanged for 565,000,000 shares of our common stock on a one-for-one basis at any time that they are outstanding, subject to the Company’s right to redeem the Class B Units under certain circumstances, including at any time beginning on September 3, 2028. The shares of our common stock issuable upon exchange of the Class B Units were subject to a lock up agreement that has now expired. In order to properly account for the purchase transaction on the Company’s financial statements, we were required by applicable financial reporting standards to value the Class B Units issued to MPower in the transaction as of the closing date of the MPower sale transaction (September 3, 2021). For these accounting purposes, we concluded that the “fair value” of the consideration for financial accounting purposes, at the if-converted market value of the underlying common shares was $58.9 million, based on the closing market price of $0.1532 on the closing date of September 3, 2021, as discounted from $86.6 million by 32% (or $27.7 million) to reflect the significant lock up period. The “fair value” valuation of the Class B Units, however, was completed relying on a certain set of methodologies that are accepted for accounting purposes and is not necessarily indicative of the “fair market value” that may be implied relative to such Units in a commercial transaction not governed by financial reporting standards. In particular, the methodology used to value the Class B Units at their “fair value” did not take into account any blockage discounts that may otherwise apply after the expiration of the lock-up period in 2025; while other valuation methodologies, not bound by financial reporting codifications, would possibly determine that the blockage discount associated with the resale of 565 million shares after the expiration of the lock-up period, into a marketplace that has limited market liquidity, could possibly have a material downward influence on the valuation.

NOTE

11 – COMMITMENTS AND CONTINGENCIES

Litigationand Legal Proceedings

In the ordinary course of business, we may be, or have been, involved in material third-party litigation and other legal proceedings and administrative actions, or exposed to material contingencies or commitments in the course of our business, as described below.

Settlementof SEC Inquiry

---

On

November 9, 2021, the Company received a subpoena from the United States Securities and Exchange Commission (“SEC”) for the production of documents. In the subpoena, the SEC advised that the inquiry did not mean that the SEC concluded that the Company or anyone affiliated with the Company had violated the federal securities laws or any other law. However, in the course of communications with the SEC throughout the inquiry, the Company came to believe that the focus of the SEC’s inquiry involved whether the offer and sale of the Company’s now discontinued Apex sale and leaseback program violated certain federal securities laws. Following a several year review process in which the Company cooperated fully with the SEC, on January 17, 2025, a settlement was reached with the SEC to resolve the inquiry. As part of the settlement, the Company entered into a formal SEC Order for which it neither admitted nor denied the factual and legal conclusions asserted, but paid a civil monetary penalty of $375,000 to conclude the inquiry. The Company considers this matter to be closed.

24

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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2025

(Unaudited)

---

Exposureto potential claims arising from third-party financial protection plan

---

Historically, through our wholly-owned subsidiaries Apex Tek, LLC (“Apex”) and SAFETek, LLC, we sold high powered data processing equipment, known as the Apex package, to our customers which was then leased back to us for use in our crypto mining operations. We discontinued sales of the Apex package in June 2020, principally when COVID-19 created certain supply chain-related limitations on that business. Confronted with these limitations in the business, we offered the holders of our Apex leases the opportunity to cancel their leases, in exchange for which, we repurchased substantially all of the data processing equipment (subject to these leases) for approximately $19 million of promissory notes due on or about December 31, 2024 (which amount reflects the principal amount invested by all of such lease holders, plus a 25% premium). During the fourth quarter ended December 31, 2023, we further offered all note holders an early payoff option. By December 31, 2024, we had repaid or settled the approximately $19 million of promissory notes.

Included in the Apex sale and leaseback program that was discontinued in 2021, was a “guaranteed assets buy-back product” underwritten, administered and managed by a third-party provider, Total Protection Plus (“TPP”), which was intended to provide customers who participated in the Apex sale and leaseback program with a financial protection program (the “TPP Program”), under which customers, provided they complied with certain TPP required claims procedures, could elect to collect a cash payout in either a five-or-ten year interval after their initial purchase. As part of their sales and marketing materials, TPP represented that they were a purported affiliate of a well-known global insurance brokerage firm that had sufficient capital resources, reserves and liquidity to support any payouts needed to satisfy their obligations under the TPP Program. TPP was paid substantial premiums for the program. In most instances, the premium for the TPP program was included in the package price for the Apex program, at no additional cost to the customer.

Separately,

iGenius members who purchased ndau digital currency through an Oneiro, N.A. Inc. (“Oneiro”) sponsored ndau distribution program, were also given the opportunity to participate in a TPP Program similar to the program offered to our Apex customers; which in this case was intended to provide customers who purchased ndau with a financial protection program under which such customers, provided they complied with certain TPP required claims procedures, could elect to collect a cash payout in either a five- or ten-year interval after their initial purchase. Participation in this program was also in reliance on sales and marketing materials by which TPP represented that they were a purported affiliate of a well-known global insurance brokerage firm that had sufficient capital resources, reserves, and liquidity to support any pay-outs needed to satisfy their obligations under the TPP Program. Prior to terminating the distribution of ndau in August 2023, we distributed over $16.6 million in ndau to our members purportedly supported by the TPP Program. As in the same case as had been done with respect to the Apex customers, TPP was paid substantial premiums for the program, and those premiums were included in the purchase price for the ndau program, at no additional cost to the customer.

During the fourth calendar quarter of 2021, we suspended any further offering of the TPP Program in connection with the sale of ndau after TPP was unable to comply with our vendor compliance protocols, having cited certain offshore confidentiality entitlements by which it was unwilling to provide evidence of its financial support arrangements. That suspension has remained in place as we have been unable to further validate the continued integrity of the TPP Program and the vendor’s ability to honor its commitments to our members; despite the payment of over $6 million to TPP to secure the benefits of the TPP Program. Our level of concern over the viability of the TPP Program has recently increased materially as we have come to learn that: (i) certain of our customers have been unable to reach TPP in order to process claims for their 5-year promised returns; (ii) certain customers have informed us that the TPP website has been inoperative and customers have been unable to process their claims; and (iii) an email communication purportedly from TPP, or an affiliate thereof, has been received by certain of customers in which the sender asserts that the obligations of TPP under the TPP Program were (unbeknownst to us and our customers) purportedly dependent on the financial wherewithal of another heretofore undisclosed TPP affiliate, that the email claims now has no ability to satisfy the commitments originally made by TPP.

We cannot ensure that TPP will comply with its contractual commitments to our customers, in which case these customers may not be able to realize the cash payouts promised by TPP, despite the substantial payments made to TPP to secure the benefits of the TPP Program. As the direct responsibility for compliance with the TPP Program resides with TPP; particularly as the program was underwritten, managed and administered by TPP as an independent third-party vendor (and with respect to ndau, the underlying ndau was developed and marketed by an additional third-party vendor), and in recognition of the customers’ acceptance of their participation in the program, we do not believe that we have any legal responsibility to cover any potential claims of customers who participated in the TPP Program. There is, however, the risk that any failure of TPP to fulfill its obligations to our customers could expose us to commercial claims of dissatisfied customers, regardless of the legal foundation associated therewith. The possible assertion of those claims could have an adverse effect on our business, financial condition, and operating results.

25

INVESTVIEW,

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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2025

(Unaudited)

To respond to these our concerns relative to the ability of TPP to satisfy its contractual commitments, and in an effort to advance the interests of our customers, on March 28, 2025, we commenced an action against TPP , UIU Holdings LLC, Jason R. Anderson, Jacob S. Anderson, and Schad E. Brannon (collectively, the “Defendants”), in the Court of Chancery of the State of Delaware captioned Investview et al., v. UIU Holdings, LLC et al., seeking to, among other things, compel the Defendants to fulfill the commitments that were made to the Company’s customers under the TPP Program. At present, we are in the process of responding to certain procedural challenges that have been raised by the Defendants in response to the Complaint, including motions to dismiss the Complaint that we are opposing. To date, the court process has not yet addressed the substance of our claim. Due to the uncertainties and procedural delays associated with matters of litigation, and in recognition of the early-stage of the proceedings, we cannot assure that the outcome of the legal proceedings will be consistent with our objectives.

Wehave instituted a legal proceeding instituted to collect significant balance owed by credit card processor and clearing bank

---

Our

financial statements as of September 30, 2025 reflect a receivables balance of $2.69 million. Of that balance, $2.13 million represents receivables that arise out of credit card transactions generated by our iGenius subsidiary. The credit card transactions that arise out of the ordinary course operations of our iGenius subsidiary are handled by credit card processors, in conjunction with their clearing banks. Over time, the balance of credit card collections being held by one of our credit card processors and its clearing bank, which are legally supposed to be held for our benefit, subject to coverage for chargebacks and other normal course collection issues, has increased to approximately $1.87 million, an amount that has been generally confirmed by the credit card processor. As they had been unresponsive to our repeated demands for payment, claiming that they were in the process of concluding their internal accounting of the amounts due and evaluating any possible exposure to chargebacks and other normal course collection issues, in March 2024, we instituted a lawsuit against this credit card processor and its clearing bank seeking, among other things, an accounting for and repayment of the withheld funds. We continue to assert our rights of recovery in the due course of the litigation. Due to the inherent delays and uncertainty of the litigation process, there can still be no assurances that we will be able to collect some or all of the funds owed to us. Should we be unable to collect some or all of the funds owed, we will be caused to incur a corollary bad debt expense of up to the uncollected amount which is currently approximately $1.87 million. Furthermore, we may be caused under generally accepted accounting principles, to incur a bad debt expense if it is determined that the amounts owed to us are unlikely to be collected, although we have not yet reached that conclusion. A charge of up to $1.87 million, which represents less than 10% of our current assets, would not have a material adverse effect upon our long-term liquidity, however, could have a material adverse effect upon our net earnings in the period incurred.

Potentialexposure to administrative proceeding asserted by Polish regulatory authority relating to Company’s iGenius network

---

Our iGenius products and services are marketed by a global network of independent distributors using a direct selling business model. Although we believe that our direct selling business model is in material compliance with applicable legal standards, direct selling programs similar to ours and others within the industry, in general, have periodically been the target of regulatory scrutiny by federal, state, and local governmental agencies in the United States and foreign countries, including the Federal Trade Commission (“FTC”), whose regulatory authority extends to the prevention of fraudulent or deceptive schemes, often referred to as “pyramid” schemes. Since March 2025 we have been responding to an inquiry from Poland’s Office of Competition and Consumer Protection (“UOKiK”) as it has instituted formal proceedings against iGenius alleging that iGenius is not a bona fide financial education platform and is instead operating a pyramid scheme that is focused more on the recruitment of new members and not the sale or use of the underlying products or services being offered. Based on our analysis of the applicable legal standards, and the tracking of our sales within Poland in which the predominant portion of our sales consist of membership sales driven by our members, we believe that the iGenius direct selling business operating within Poland complies with all applicable legal standards and we disagree with any claims to the contrary. Despite our strong belief in our position, should we not succeed in our defense of the matter, we could, among other things, become subject to financial fines and penalties (limited to 3% of the annual revenue derived from sales in Poland); and/or be required to modify or suspend certain or a material portion of our operations in Poland. In addition, should we not succeed on the merits of our defense of the matter, we could be exposed to similar claims from other European regulators, which itself could cause a cascading and similar adverse impact on our operations in Europe, all of which could have a materially adverse impact on the Company. It is still too early in the proceedings for us to draw a likely conclusion on the outcome of the matter, and iGenius is cooperating with UOKiK’s investigation.

---

26

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INVESTVIEW,

                                        INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2025

(Unaudited)

---

Outstandingcommitments associated with termination of former Chief Executive Officer

---

Joseph Cammarata served as an officer and director of the Company from December 2019 through his termination for cause on or about December 7, 2021. Mr. Cammarata was terminated following the announcement of civil and criminal charges filed against him in connection with his involvement with a class action claims aggregator unrelated to the Company. The Company was unaware of these outside business interests. Based on public reporting of the matter, the Company believes that Mr. Cammarata was convicted of certain of these criminal charges and is presently incarcerated.

Prior to his termination, Mr. Cammarata and the Company engaged in certain transactions as described below:

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

On

March 22, 2021, we entered into Securities Purchase Agreements to purchase 100% of the operating assets of SSA Technologies LLC, an entity that owns and operates a FINRA-registered broker-dealer. SSA is controlled and partially owned by Joseph Cammarata, our former 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 was to have advanced to us up to $1,500,000 before the end of 2021; however, SSA has only provided advances of $1,200,000 to date. The note bears interest at the rate of 0.11% per annum therefore we recognized $990 worth of interest expense on the loan during the nine months ended September 30, 2024. The note was due and payable by January 31, 2022; however, has not yet been repaid as we consider our legal options in light of SSA’s failure to complete its funding obligations. The note was to have been secured by the pledge of 12,000,000 shares of our common stock; however, it remains unsecured as the pledge of shares was not implemented at the closing of the loan. As a result of his recent incarceration, the Company has been unable to further adjudicate these issues with Mr. Cammarata.

27

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INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

---

NOTE

12 – SEGMENT REPORTING

---

The Company has three reportable segments, Financial Education and Technology, Blockchain Technology and Crypto Mining Products and Services, and Manufacturing and Development of Health, Beauty, and Wellness Products. The reportable segments are identified based on the types of products that generate revenue.

The segment performance that the CODM uses to measure performance is net income (loss) from operations. The Company does not allocate assets to the reporting segments as its assets are primarily managed on an entity-wide basis and therefore does not disclose the total assets of its reportable operating segments.

For the three and nine months ended September 30, 2025, and 2024, there were no intersegment revenues or costs of revenues that needed to be eliminated in the Consolidated Statements of Operations.

The Financial Education and Technology segment generates revenue through membership fees. The Blockchain Technology and Crypto Mining segment generates revenue primarily through its Bitcoin mining operation. The Manufacturing and Development of Health, Beauty, and Wellness Products generates revenue primarily through the sale of health, beauty, and wellness products manufactured and sold to wholesale and retail customers.

The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the three months ended September 30, 2025.

SCHEDULE

OF SEGMENT REVENUE AND SEGMENT NET INCOME FROM OPERATIONS, INCLUDING SIGNIFICANT EXPENSE

	Financial Education<br><br> <br>and Technology		Blockchain Technology and Crypto Mining Products and Services			Manufacturing<br> and Development of Health, Beauty, and Wellness Products [1]			Total
Revenue	$	7,066,734	$	923,603		$	1,062,271		$	9,052,608
Less:
Commissions		4,008,062		-			-			4,008,062
Market experts		181,256		-			-			181,256
Credit card processing		316,779		-			-			316,779
Salary and related		399,655		56,256			416,690			872,601
Selling and marketing		356,079		-			287			356,366
Energy and hosting		-		1,052,220			-			1,052,220
Depreciation		431		126,427			-			126,858
Cost of sales		-		-			920,048			920,048
Gain on disposal of assets		-		(21,414	)		-			(21,414	)
General and administrative [2]		541,367		60,990			355,226			957,583
Segment net income (loss) from operations	$	1,263,105	$	(350,876	)	$	(629,980	)	$	282,249
[1]	The<br> Development of Health, Beauty and Wellness Products business was acquired in October 2024.
---	---
[2]	General<br> and administrative costs consist mainly of professional fees, contracting services, insurance, information technology and software,<br> and other payment processing fees.

---

28

INVESTVIEW,

INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2025

(Unaudited)

The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the three months ended September 30, 2024.

	Financial Education<br><br> <br>and Technology		Blockchain Technology and Crypto Mining Products and Services			Total
Revenue	$	11,175,466	$	567,415		$	11,742,881
Less:
Commissions		6,270,310		-			6,270,310
Market experts		285,100		-			285,100
Credit card processing		508,183		-			508,183
Salary and related		453,766		188,761			642,527
Selling and marketing		16,563		-			16,563
Energy and hosting		-		972,466			972,466
Depreciation		460		1,034,879			1,035,339
Impairment		-		977,418			977,418
General and administrative [1]		384,300		103,300			487,600
Segment income (loss) from operations	$	3,256,784	$	(2,709,409	)	$	547,375
[1]	General<br> and administrative costs consist mainly of professional fees, contracting services, insurance, and information technology and software.
---	---

The following table illustrates the reconciliation of segment operating income to net income before taxes for the three months ended September 30, 2025, and 2024.

SCHEDULE

OF RECONCILIATION OF SEGMENT OPERATING INCOME TO NET INCOME BEFORE TAXES

	September 30, <br> 2025			September 30, <br> 2024
Segment income from operations	$	282,249		$	547,375
Reconciling items
Other profit (loss) [1]		(1,696,022	)		(1,343,950	)
Bank interest		53,859			17,922
Event ticket sales		221,757			-
Leasing income		63,244			63,245
All other, net		222,550			47
Net income (loss) before income taxes	$	(852,363	)	$	(715,361	)
[1]	Other<br> profit (loss) is attributable to corporate and nonoperating segment expenses and is therefore not included in the total for segment<br> gross profit (loss).
---	---

29

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INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2025

(Unaudited)

The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the nine months ended September 30, 2025.

	Financial Education<br><br> <br>and Technology		Blockchain Technology and Crypto Mining Products and Services			Manufacturing<br> and Development of Health, Beauty, and Wellness Products [1]			Total
Revenue	$	23,702,859	$	2,615,778		$	2,787,941		$	29,106,578
Less:
Commissions		13,260,667		-			-			13,260,667
Market experts		542,376		-			-			542,376
Credit card processing		1,042,958		-			-			1,042,958
Salary and related		1,240,463		272,277			1,093,898			2,606,638
Selling and marketing		535,290		-			7,352			542,642
Energy and hosting		-		3,143,119			-			3,143,119
Depreciation		1,336		477,303			-			478,639
Cost of sales		-		-			2,474,715			2,474,715
Gain on Disposal of Assets		-		(113,251	)		-			(113,251	)
General and administrative [2]		1,509,857		266,003			909,493			2,685,353
Segment net income (loss) from operations	$	5,569,912	$	(1,429,673	)	$	(1,697,517	)	$	2,442,722
[1]	The<br> Development of Health, Beauty and Wellness Products business was acquired in October 2024.
---	---
[2]	General<br> and administrative costs consist mainly of professional fees, contracting services, insurance, information technology and software,<br> and other payment processing fees.

---

The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the nine months ended September 30, 2024.

	Financial Education<br><br> <br>and Technology		Blockchain Technology and Crypto Mining Products and Services			Total
Revenue	$	36,232,688	$	4,288,791		$	40,521,479
Less:
Commissions		19,988,364		-			19,988,364
Market experts		832,800		-			832,800
Credit card processing		1,613,096		-			1,613,096
Salary and related		1,612,912		808,929			2,421,841
Selling and marketing		547,195		303			547,498
Energy and hosting		-		3,870,713			3,870,713
Depreciation		1,105		3,334,905			3,336,010
Gain on disposal of assets		-		180,223			180,223
Impairment		-		977,418			977,418
General and administrative [1]		1,035,890		282,619			1,318,509
Segment income (loss) from operations	$	10,601,326	$	(5,166,319	)	$	5,435,007
[1]	General<br> and administrative costs consist mainly of professional fees, contracting services, insurance, information technology and software,<br> and other payment processing fees.
---	---

30

INVESTVIEW,

INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2025

(Unaudited)

The following table illustrates the reconciliation of segment operating income to net income before taxes for the nine months ended September 30, 2025, and 2024.

	September 30, <br> 2025			September 30, <br> 2024
Segment income from operations	$	2,442,722		$	5,435,007
Reconciling items
Other profit (loss) [1]		(4,384,585	)		(3,908,099	)
Bank interest		154,394			46,798
Event ticket sales		274,430			350,635
Leasing income		189,733			300,248
All other, net		222,368			31,979
Net income (loss) before income taxes	$	(1,100,938	)	$	2,256,568
[1]	Other<br> profit (loss) is attributable to corporate and nonoperating segment expenses and is therefore not included in the total for segment<br> gross profit (loss).
---	---

---

NOTE

13 – ACQUISITION

---

On

October 11, 2024, Renu Laboratories LLC (a wholly owned subsidiary of myLife Wellness Company which is a wholly owned subsidiary of Investview, Inc.) closed on the purchase of the business and assets of Renu Labs, Inc. (“Seller”), along with a 100% ownership interest in Goldman’s Pharmaceuticals LLC and a 50% ownership interest in ELRT Technologies, LLC (together known as “Renu Labs”) from Gregg Hanson. Renu Labs is a manufacturer of proprietary and other health, beauty, and wellness products. The total purchase price of Renu Labs was $1,780,000.

The transaction was accounted for as a business combination using the acquisition method of accounting in accordance with the ASC Topic 805, Business Combination. The following table summarizes the purchase accounting for the fair value of the assets acquired and liabilities assumed at the date of the acquisition:

SCHEDULE

OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED AT DATE OF ACQUISITION

Cash	$	1,495
Customer deposits – intercompany		7,360
Domain names [1]		40,310
Raw materials		149,260
Manufacturing equipment		717,020
Total assets acquired	$	915,445
Accounts payable	$	323
Customer deposits		572,386
Total liabilities assumed	$	572,709
Net assets acquired		342,736
Consideration [2]	$	1,207,614
Fair value of noncontrolling interest in ELRT Technologies, LLC		8,823
Total		1,216,437
Goodwill	$	873,701
[1]	Domain<br> names were deemed to have an indefinite life; therefore, amounts are not amortized, but rather are assessed for impairment as further<br> discussed in our impairment policy.
---	---
[2]	This<br> amount is equal to the $1,780,000 purchase price less $572,386 of customer deposits collected by Renu Labs, Inc. prior to acquisition.

31

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INVESTVIEW, INC.

NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

---

NOTE

14 – INCOME TAXES

---

For the periods ended September 30, 2025 and 2024, the Company used a discrete effective tax rate method for recording income taxes, as compared to an estimated full year annual effective tax rate method, as an estimate of the annual effective tax rate cannot be made.

Provision

for Income taxes for the three and nine months ended September 30, 2025 was $4,000 and $15,000, respectively, resulting in an effective tax rate of (0.5)% and (1.4)%, respectively. Provision for Income taxes for the three and nine months ended September 30, 2024 was $95,287 and $864,429, respectively, resulting in an effective tax rate of (13.3)% and 38.3%, respectively. The provision for income taxes was primarily impacted by pretax book income, permanent differences, and by the change in valuation allowance on deferred tax assets.

NOTE

15 – 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 the following events require disclosure.

During

the period subsequent to period end, according to the stock repurchase program (see NOTE 10), the Company bought back 1,736,259 shares of their own common stock for $46,084. These shares are being held by the Company in Treasury.

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act (“OBBBA”). This bill includes various provisions, among them including the allowance of immediate expensing of qualifying research and development expenses and extensions of certain provisions within the Tax Cuts and Jobs Act. The OBBBA includes some provisions effective in 2025 and others in subsequent years. We are currently assessing its impact on our consolidated financial statements.

During

October 2025, the Company invested $1.25

million in Dream SPV VA LLC, a special purpose vehicle organized by Dream Ventures LLC, which participated in an exempt private placement in an early-stage enterprise developing next generation nuclear power and infrastructure technologies. These technologies are designed to address the rapidly expanding energy requirements of high-demand industries, including artificial intelligence (AI), data centers, and advanced manufacturing. The investment comes amid renewed momentum around modular, rapidly deployable energy systems, supported by recent federal initiatives and Department of Energy programs promoting advanced-reactor innovation.

32

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ITEM

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

Forward-LookingStatements

---

The following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as noted by use of the words “believe,” “expect,” “plan,” “project,” “estimate,” and similar expressions are used, they identify forward-looking statements. These forward-looking statements are based on management’s current beliefs and assumptions and information currently available to management, and involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Information concerning factors that could cause our actual results to differ materially from these forward-looking statements can be found elsewhere in this Report and in our periodic reports filed with the U.S. Securities and Exchange Commission. The forward-looking statements included are made only as of the date of this report. Except as required by law, we have no obligation and do not undertake to update or revise any such forward-looking statements to reflect events or circumstances after the date of the report.

BusinessOverview

We operate a diversified financial technology services company operating across multiple business units that feature the sale of financial education products and services through a global network of independent distributors, the manufacture and sale of consumer health, wellness and nutrition products, an early-stage online trading broker-dealer platform for self-directed retail investors, and a sustainable blockchain technology focused on Bitcoin mining and related infrastructure.

Resultsof Operations

---

ThreeMonths Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

---

Revenues

	Three Months Ended September 30,				Increase
	2025		2024		(Decrease)
	(unaudited)		(unaudited)
Membership revenue, net of refunds, incentives, credits, and chargebacks	$	7,066,734	$	11,175,466	$	(4,108,732	)
Mining revenue		923,603		567,415		356,188
Health and wellness product sales		1,029,673		-		1,029,673
Other revenue		32,598		-		32,598
Total revenue, net	$	9,052,608	$	11,742,881	$	(2,690,273	)

Total revenue, net, decreased $2,690,273, or 23%, from $11,742,881 for the three months ended September 30, 2024, to $9,052,608 for the three months ended September 30, 2025. The reduction in total revenue, net, can be attributed to a $4.1 million contraction in our membership revenue, partially offset by an increase of $356 thousand and $1.0 million in mining revenue and our health and wellness product sales, respectively. The $4.1 million (37%) decrease in membership revenue was due to the global macroeconomic downturn as individuals re-evaluated their spending priorities, lifestyle habits, and engagement preferences, causing a slowdown in direct sales and home-based businesses. This decrease was offset by the $356 thousand or 63% increase in mining revenue, a direct result of an increase in the price of Bitcoin, partially offset by an increase in Bitcoin Network Difficulty and a $1.0 million increase in health and wellness product sales that arose from our October 2024 acquisition of the business and assets of Renu Laboratories, Inc.

Operating Costs and Expenses

	Three Months Ended September 30,					Increase
	2025			2024		(Decrease)
	(unaudited)			(unaudited)
Cost of sales and service	$	2,153,524		$	1,257,569	$	895,955
Commissions		4,008,062			6,270,310		(2,262,248	)
Selling and marketing		356,556			16,751		339,805
Salary and related		1,773,323			1,471,649		301,674
Professional fees		536,090			416,410		119,680
Impairment expense		-			977,418		(977,418	)
Gain on disposal of assets		(21,414	)		-		(21,414	)
General and administrative		1,284,273			2,031,269		(746,996	)
Total operating costs and expenses	$	10,090,414		$	12,441,376	$	(2,350,962	)

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Operating costs decreased $2,350,962 or (19%), from $12,441,376 for the three months ended September 30, 2024, to $10,090,414 for the three months ended September 30, 2025. The decrease can be explained by a reduction in commissions of $2.3 million, which was a result of a decrease in our membership revenue, a reduction in general and administrative expenses of $747 thousand, which was a result of decreases in credit card processing fees due to the decreases in our membership revenue, decreases in costs related to our mining operations, and a reduction in selling and marketing expenses of $340 thousand, which was due to a decrease in costs associated with promotional events iGenius held during the three months ended September 30, 2025 and 2024. Additionally, there was a decrease of $977 thousand in impairment expense as our mining equipment was written down in the prior year period, with no similar write down in the current period. These decreases were partially offset by an increase in compensation of $302 thousand and an increase in the cost of sales and services of $896 thousand, which was a result of the acquisition of our health, beauty, and wellness business that was acquired in October of 2024.

Other Income and Expenses

	Three Months Ended September 30,
	2025			2024			Change
	(unaudited)			(unaudited)
Gain (loss) on settlement	$	(111,277	)	$	-		$	(111,277	)
Gain (loss) on fair value of derivative liability		(20	)		2,034			(2,054	)
Realized gain (loss) on digital assets		(42,737	)		1,558			(44,295	)
Unrealized gain (loss) on digital assets		219,771			-			219,771
Interest expense		(4,726	)		(4,726	)		-
Interest expense, related parties		(310,594	)		(310,594	)		-
Other income (expense)		435,026			294,862			140,164
Total other income (expense)	$	185,443		$	(16,866	)	$	202,309

We recorded other income of $185,443 for the three months ended September 30, 2025, which was an increase of $202,309, or 1200%, from the prior year other expense of $16,866. The change is mainly due to an unrealized gain on digital assets in the current period of $220 thousand compared to no unrealized gain or loss in the prior year due to the Company’s adoption of ASU No. 2023-08, as shown in NOTE 5 of the financial statements included in this filing, for the year ended December 31, 2025, effective as of January 1, 2025. The change is also due to an increase in other income in the current period of $140 thousand, as a result of an increase in ticket sales from an iGenius promotional event, partially offset by a $111 thousand loss on settlement during the current period.

NineMonths Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

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Revenues

	Nine Months Ended September 30,				Increase
	2025		2024		(Decrease)
	(unaudited)		(unaudited)
Membership revenue, net of refunds, incentives, credits, and chargebacks	$	23,702,859	$	36,232,688	$	(12,529,829	)
Mining revenue		2,615,778		4,288,791		(1,673,013	)
Health and wellness product sales		2,709,692		-		2,709,692
Other revenue		78,249		-		78,249
Total revenue, net	$	29,106,578	$	40,521,479	$	(11,414,901	)

Total revenue, net, decreased $11,414,901, or 28%, from $40,521,479 for the nine months ended September 30, 2024, to $29,106,578 for the nine months ended September 30, 2025. The reduction in total revenue, net, can be attributed to a $12.5 million contraction in our membership revenue and a $1.7 million contraction in our mining revenue, partially offset by an increase of $2.7 million in health and wellness product sales and an increase of $78 thousand in other revenue, also related to our health and wellness product sales. The $12.5 million (35%) decrease in membership revenue was due to the global macroeconomic downturn as individuals re-evaluated their spending priorities, lifestyle habits, and engagement preferences, causing a slowdown in direct sales and home-based businesses. The $1.7 million (39%) decrease in mining revenue was a result of “Bitcoin Halving” which occurred on April 19, 2024, decreasing the reward to 3.125 Bitcoin per block solved from the previous reward rate of 6.25 Bitcoin per block solved, an increase in Bitcoin Network Difficulty, partially offset by an increase in the price of Bitcoin. These decreases were offset by a $2.7 million increase in health and wellness product sales and a $78 thousand increase in other revenue related to our health and wellness sales that arose from our October 2024 acquisition of the purchase of the business and assets of Renu Laboratories, Inc.

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Operating Costs and Expenses

	Nine Months Ended September 30,					Increase
	2025			2024		(Decrease)
	(unaudited)			(unaudited)
Cost of sales and service	$	6,160,210		$	4,703,513	$	1,456,697
Commissions		13,260,667			19,988,364		(6,727,697	)
Selling and marketing		543,214			548,559		(5,345	)
Salary and related		5,202,824			4,859,463		343,361
Professional fees		1,554,123			1,201,406		352,717
Impairment expense		-			977,418		(977,418	)
Gain (loss) on disposal of assets		(113,251	)		180,223		(293,474	)
General and administrative		3,966,771			6,435,522		(2,468,751	)
Total operating costs and expenses	$	30,574,558		$	38,894,468	$	(8,319,910	)

Operating costs decreased $8,319,910 or (21%), from $38,894,468 for the nine months ended September 30, 2024, to $30,574,558 for the nine months ended September 30, 2025. The decrease can be explained by a reduction in commissions of $6.7 million, which was a result of a decrease in our membership revenue, a reduction in general and administrative expenses of $2.5 million, which was a result of decreases in credit card processing fees due to the decreases in our membership revenue, a decrease in depreciation related to our mining equipment, partially offset by an increase in contract services, and a $113 thousand loss on the sale of mining equipment. Additionally, there was a decrease of $977 thousand in impairment expense related to our mining equipment in 2024. These decreases were partially offset by an increase in compensation of $343 thousand, increases in professional fees of $353 thousand, and an increase in the cost of sales and services of $1.5 million, which was a result of the acquisition of our health, beauty, and wellness business that was acquired in October of 2024.

Other Income and Expenses

	Nine Months Ended September 30,
	2025			2024			Change
	(unaudited)			(unaudited)
Gain (loss) on settlement	$	(111,277	)	$	-		$	(111,277	)
Gain (loss) on fair value of derivative liability		133			5,434			5,301
Realized gain (loss) on digital assets		77,006			284,112			(207,106	)
Unrealized gain (loss) on digital assets		399,029			-			399,029
Interest expense		(16,682	)		(14,076	)		(2,606	)
Interest expense, related parties		(929,008	)		(929,934	)		926
Other income (expense)		947,841			1,284,021			(336,180	)
Total other income (expense)	$	367,042		$	629,557		$	(262,515	)

We recorded other income of $367,042 for the nine months ended September 30, 2025, which was a decrease of $262,515, or 42%, from the prior year’s other income of $629,557. The change is due to a realized gain on digital assets in the current period of $77 thousand compared to a gain of $284 thousand in the prior year and a decrease in other income in the current period of $336 thousand, as a result of a decrease in lease payments received under a structured equipment lease agreement, a decrease in ticket sales from a promotional event iGenius held during the nine months ended September 30, 2024, and a loss on settlement. These decreases were partially offset by an unrealized gain on digital assets in the current period of $399 thousand compared to no unrealized gain or loss in the prior year due to the Company’s adoption of ASU No. 2023-08, as shown in NOTE 5 of the financial statements included in this filing, for the year ended December 31, 2025, effective as of January 1, 2025.

Liquidityand Capital Resources

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During the nine months ended September 30, 2025, we met our short-and long-term working capital and capital expenditure requirements. At September 30, 2025, we had a total of $15.1 million in cash and cash equivalents, which we believe is sufficient to meet our debt service, preferred stock dividend payments and all other obligations in a timely manner and be able to meet our objectives.

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During the nine months ended September 30, 2025, we recorded net loss from operations of $1,467,980 and net loss of $1,111,938. As of September 30, 2025, we have unrestricted cash of $15,080,456. Also, as of September 30, 2025, our current assets exceeded our current liabilities to result in working capital of $12,313,762 and our digital asset balance was reported at a fair value of $3,794,502. Management does not believe there are any liquidity issues as of September 30, 2025.

CriticalAccounting Policies

Basis of Accounting

Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

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 nine months ended September 30, 2025, are not necessarily indicative of the operating results that may be expected for our year ending December 31, 2025, as will be included in the filing of our Annual Report on Form 10-K for the year ending December 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2024 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

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.

Digital Assets

Digital assets are included in non-current assets on the Consolidated Balance Sheets due to the Company’s intent to retain and hold bitcoin. Proceeds from the sale of digital assets and the purchase of digital assets are included within investing activities in the accompanying Consolidated Statement of Cash Flows. Digital Assets awarded to the Company through its mining activities and collected for membership revenue are accounted for in connection with the Company’s revenue recognition policy. Following the adoption of Accounting Standards Update (“ASU”) 2023-08 effective January 1, 2025, the Company measures digital assets at fair value with changes recognized in other income (expense) in the Consolidated Statement of Operations. The Company tracks its cost basis of digital assets by-wallet in accordance with the first-in-first-out (“FIFO”) method of accounting. Refer to “NOTE 5 – DIGITAL ASSETS”, in our financial statements for further information regarding the Company’s impact of the adoption of ASU 2023-08.

Intangible Assets

We account for our intangible assets 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 350-30”). ASC 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. Under ASC 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.

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 us 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 nine months ended September 30, 2025 and 2024, $0 and $977,418 of impairment was recorded, respectively.

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Revenue Recognition

Membership Revenue

Most of our revenue is generated by membership sales and payment is received at the time of purchase. We recognize membership revenue in accordance with ASC Subtopic 606-10, Revenue from Contracts with Customers (“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 our tools, products, and content over a fixed membership period; therefore, we recognize revenue ratably over the membership period and deferred revenue is recorded for the portion of the membership period subsequent to each reporting date. Additionally, we offer a designated trial period to first-time membership customers, during which a full refund can be requested if a customer does not wish to continue with the membership. 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, 2025, and December 31, 2024, our deferred revenues for membership revenue were $1,597,281 and $1,905,734, respectively.

Mining Revenue

We generate revenue from mining bitcoin. The Company has entered into a digital asset mining pool by executing a contract, as amended from time to time, with the mining pool operator to provide computing power to the mining pool. The contract is terminable at any time by either party without penalty. Further, since the contract is continuously renewing, second by second, the mining contract is considered to have a duration of less than 24 hours for accounting purposes. The Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, we are entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which calculates our share of block rewards, transaction fees, and mining pool operator fees. We are entitled to consideration even if a block is not successfully placed by the mining pool operator.

Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contract with the mining pool operator. The transaction consideration the Company receives is net of a contractually agreed upon mining pool operator fee charged and kept by the mining pool operator and is noncash, in the form of Bitcoin. Given that the contract is continuously renewing, and the duration is considered to be less than 24 hours, the Company measures the transaction consideration at fair value on the date Bitcoin is received. The consideration is variable. The amount of consideration recognized is constrained to the amount of consideration received, which is when it is probable a significant reversal will not occur. There is no significant financing component or risk of a significant revenue reversal in these transactions due to the performance obligations and settlement of the transactions being on a daily basis.

Health and Wellness Product Sales and Other Revenue

Through our wholly owned subsidiary, Renu Laboratories LLC, we generate revenue by manufacturing and selling health, beauty, and wellness products. We recognize health and wellness product sales revenue in accordance with ASC 606-10. The Company’s performance obligation is complete when control of the promised goods is transferred to a customer, at which time the Company recognizes revenue in an amount that reflects the consideration the Company expects to receive in exchange for those goods. The Company terms for the sale are based on free on board (FOB) shipping point, where the control passes to the customer once the product leaves our warehouse. The Company determines collectability by requiring certain customers to pay before control is transferred and by performing ongoing credit evaluations and monitoring customer accounts receivable balances. As of September 30, 2025, and December 31, 2024, deposits collected from customers for orders to be filled at a future date were $593,096 and $1,014,164, respectively, which are recorded as deferred revenue in the Consolidated Balance Sheets.

Shipping and direct costs charged to customers, along with fees collected from customers for storing their products in our warehouse facility located in Warminster, Pennsylvania are included in revenue as Other Revenue. Shipping and direct costs incurred by the Company are included in Cost of Sales and Service.

Revenue generated for the three months ended September 30, 2025, was as follows:

	Membership<br>revenue			Mining revenue		Health and wellness<br><br> <br>product sales			Other Revenue		Total
Gross billings/receipts	$	7,526,954		$	923,603	$	1,041,851		$	32,598	$	9,525,006
Refunds, incentives, credits, and chargebacks		(460,220	)		-		(12,178	)		-		(472,398	)
Net revenue	$	7,066,734		$	923,603	$	1,029,673		$	32,598	$	9,052,608

Foreign revenues for the three months ended September 30, 2025 were approximately $6.1 million while domestic revenue for the three months ended September 30, 2025 was approximately $3.0 million.

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Revenue generated for the three months ended September 30, 2024, was as follows:

	Membership<br>Revenue			Mining Revenue		Total
Gross billings/receipts	$	12,023,415		$	567,415	$	12,590,830
Refunds, incentives, credits, and chargebacks		(847,949	)		-		(847,949	)
Net revenue	$	11,175,466		$	567,415	$	11,742,881

Foreign revenues for the three months ended September 30, 2024 were approximately $10.3 million while domestic revenue for the three months ended September 30, 2024 was approximately $1.4 million.

Revenue generated for the nine months ended September 30, 2025, was as follows:

	Membership<br>revenue			Mining revenue		Health and wellness<br><br> <br>product sales			Other Revenue		Total
Gross billings/receipts	$	25,166,094		$	2,615,778	$	2,722,041		$	78,249	$	30,582,162
Refunds, incentives, credits, and chargebacks		(1,463,235	)		-		(12,349	)		-		(1,475,584	)
Net revenue	$	23,702,859		$	2,615,778	$	2,709,692		$	78,249	$	29,106,578

Foreign revenues for the nine months ended September 30, 2025 were approximately $20.4 million while domestic revenue for the nine months ended September 30, 2025 was approximately $8.7 million.

Revenue generated for the nine months ended September 30, 2024, was as follows:

	Membership<br>Revenue			Mining Revenue		Total
Gross billings/receipts	$	38,580,943		$	4,288,791	$	42,869,734
Refunds, incentives, credits, and chargebacks		(2,348,255	)		-		(2,348,255	)
Net revenue	$	36,232,688		$	4,288,791	$	40,521,479

Foreign revenues for the nine months ended September 30, 2024 were approximately $33.1 million while domestic revenue for the nine months ended September 30, 2024 was approximately $7.4 million.

RecentAccounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). The amendments in ASU 2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company adopted ASU 2023-08 for the year ended December 31, 2025, effective as of January 1, 2025, which had a material impact on the financial statements.

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In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company adopted the ASU for the year ended December 31, 2025. The amendments only impact disclosures and are not expected to have an impact on the Company’s financial condition and results of operations.

In December 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires, in the notes to the financial statements, disclosures of specified information about certain costs and expenses specified in the updated guidance. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company did not elect early adoption and is evaluating the impact the updated guidance will have on its disclosures in 2026.

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.

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

Evaluationof Disclosure Controls and Procedures

Our management, with the participation of our 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 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.

Changesin Internal Controls

There were no changes in our internal controls over financial reporting during the fiscal quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART

II – OTHER INFORMATION

ITEM

1 – LEGAL PROCEEDINGS

There have been no material changes to this information since reported on in the Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM

1.A – RISK FACTORS

Except as set forth below, there have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the year ended December 31, 2024.

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Ourbusiness may be adversely impacted due to an administrative proceeding initiated by a Polish governmental agency, which has raised concernsregarding the nature of our direct selling activities, including potential allegations that such activities may be construed as inconsistentwith public interest or regulatory standards.

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

In the normal course of operations, we have periodically received inquiries from foreign regulators relative to matters of this nature. In that regard, since March 2025 we have been responding to such an inquiry from in Poland’s Office of Competition and Consumer Protection (“UOKiK”) as it has instituted formal proceedings against iGenius alleging that iGenius is not a bona fide financial education platform and is instead operating a pyramid scheme that is focused more on the recruitment of new members and not the sale or use of the underlying products or services being offered. By Polish statute, UOKiK is permitted to impose a fine of up to 3% of iGenius’ revenue in the year preceding the imposition of the penalty and/or be required to modify or suspend certain or a material portion of our operations in Poland.

Based on our analysis of the applicable legal standards, and the tracking of our sales within Poland in which the predominant portion of our sales consist of membership sales driven by our members, we believe that the iGenius direct selling business operating within Poland complies with all applicable legal standards and we disagree with any claims to the contrary. Towards that end, we have retained Polish counsel to vigorously defend us in the proceeding with the UOKiK. Despite our strong belief in our position, should we not succeed in our defense of the matter, we could, among other things: be subject to financial fines and penalties; be required to modify or suspend certain or a material portion of our operations in Poland; and become exposed to similar claims from other European regulators, which itself could cause a cascading and similar adverse impact on our operations in Europe, all of which could have a materially adverse impact on the Company. We continue to fully cooperate in these proceedings. It is still too early in the proceedings for us to draw a likely conclusion on the outcome of the matter.

Wehave recently had to respond to allegations from Canadian Securities regulators that our iGenius business unit engaged in unlicensedregulated securities activities; Our business could be negatively affected if we are required to defend similar allegations from securitiesregulators in the United States or in other foreign countries in which we do business.

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From time to time, we receive notices or formal actions from foreign or domestic regulatory authorities or administrative agencies, which assert that certain activities of our iGenius business constitute unlicensed activities as an unregistered securities dealer or advisor under local laws. However, we do not believe that our iGenius business unit violates any such laws as we believe we are merely a provider of financial education and related tools that access information that is available publicly or without a licensing requirement, or that through affinity programs provide access to lawful services or products offered by third parties neither owned or operated by iGenius. When we are confronted with such allegations, we may either elect to challenge the legal basis thereof when we believe it is appropriate or economically compelling, or in the instances in which the financial impact of the relief sought is de minimis, we may elect to settle with any such regulator, often without admitting any violation of law. Towards that end, we have recently been the target of regulatory scrutiny by securities regulators in Canada. During 2024, we received a letter of inquiry from the Ontario Securities Commission (“OSC”) in which they questioned whether iGenius was engaged in securities activities without being registered under their securities act. Specifically, the OSC identified concerns that iGenius was selling ndau – which they considered an investment contract – and also noted that they had concerns about certain third-party product offerings and access to market experts that were made available to iGenius customers. Even though we believe that our iGenius business fully complies with all applicable securities laws, due to the immaterial scope and scale of our operations in Ontario, Canada, we elected to settle the matter with the OSC and conclude the inquiry by implementing a geoblock throughout Ontario such that no Ontario-based customers would be able to access any of the disputed product offerings.

40

Later in 2024, we and one of our independent distributors received an enforcement action from the financial regulators in Quebec, Canada, known as the Autorité des marchés financiers (the “AMF”), in which they challenged certain marketing communications made by this particular distributor that they characterized as “inappropriate”, and as well, alleged that iGenius was inappropriately engaging in regulated securities activity without being appropriately registered to do so in Quebec. In discussions with the AMF, it became clear that the focus of their inquiry was on certain “touting” of financial results by this particular distributor which we concluded was unauthorized and in violation of our own internal policies and we terminated the distributor. As well, the AMF asserted that iGenius acted in contravention of securities regulations that require registration to effectuate the sale of securities in Quebec, by failing to register with the AMF while enabling its members to gain access to certain third-party “robotic” trading platforms, even though iGenius, among others: (x) derives no direct financial benefit from these introductions; and (b) has no involvement with the provision of services by the third-party to whom its members are introduced. Even though we believe that our iGenius business fully complies with all applicable securities laws, due to the immaterial scope and scale of our operations in Quebec, Canada, we have entered into a settlement agreement with the AMF to resolve the matter. In the settlement agreement, iGenius agreed to pay a CAD $15,000 administrative penalty, institute an online geoblock throughout Canada preventing customer access to certain third-party providers of robotic trading platforms, and accepted the AMF’s position that iGenius introduced its members to third-party software providers without being registered with the AMF in contravention of Section 148 of the Quebec Securities Act. The Financial Markets Administrative Tribunal approved the settlement agreement in an order dated August 28, 2025. The AMF’s case against the former iGenius distributor is ongoing.

Although we have concluded that our iGenius business unit operates generally in compliance with applicable securities rules and regulations, our completed settlements with the OSC and AMF could expose us to similar claims from other securities regulators in the United States and in other foreign countries in which we operate. Were such claims to be made, we could be exposed to having to defend our business model in protracted and costly legal disputes, or else engage in similar settlements in which we agree to limit the geographic scope of our operations, either of which alternatives could have an adverse effect on our liquidity and operations.

Salesof substantial amounts of our common stock in the public markets or the perception that sales might occur, could cause the trading priceof our common stock to decline.

In April 2025, the lock up agreement with our current and former officers, directors and certain of our significant shareholders expired by its terms. As a result, 381,205,961 shares of our common stock held by such current and former officers, directors and significant shareholders are available for sale in the open market. In addition, 565 million shares of our common stock issuable upon the redemption of Class B Redeemable Units of our IFGH subsidiary that were issued in September 2021 in connection with our acquisition of the algorithmic trading platform of MPower are also no longer subject to the lock up agreement. Since 2021, these Class B Redeemable Units were held by MPower, but subject to a lock-up agreement. Following the May 2025 expiration of the lock up agreement, MPower began the process of winding down its operations and distributing the Class B Redeemable Units to its members who will have the option to redeem such Class B Redeemable Units for shares of our common stock at any time. The redemption of up to 565 million Class B Redeemable Units and the corollary sale of up to 565 million shares of our common stock in the public trading market, or the perception that sales of that magnitude might occur, could cause the trading price of our common stock to decline.

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

During the three months ended September 30, 2025, no director or “officer” as defined in Rule 16a-1(f) under the Exchange Act adopted or terminated any Rule 10b5-1 trading arrangements or any non-Rule 10b5-1 trading arrangements, in both cases as defined in Item 408 of Regulation S-K.

In October 2025, the Company invested $1.25 million in Dream SPV VA LLC, a special purpose vehicle organized by Dream Ventures LLC, which participated in an exempt private placement in an early-stage enterprise developing next generation nuclear power and infrastructure technologies. These technologies are designed to address the rapidly expanding energy requirements of high-demand industries, including artificial intelligence (AI), data centers, and advanced manufacturing. The investment comes amid renewed momentum around modular, rapidly deployable energy systems, supported by recent federal initiatives and Department of Energy programs promoting advanced-reactor innovation.

41

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ITEM

6 – EXHIBITS

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

Exhibit<br><br> Number*	Title<br> of Document	Location
Item<br> 31	Rule<br> 13a-14(a)/15d-14(a) Certifications
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	This<br> filing.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	This<br> filing.
Item<br> 32	Section<br> 1350 Certifications
32.01	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This<br> 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<br> filing.
Item<br> 101***	Interactive<br> Data File
101.INS	Inline<br> XBRL Instance Document	This<br> filing.
101.SCH	Inline<br> XBRL Taxonomy Extension Schema	This<br> filing.
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase	This<br> filing.
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase	This<br> filing.
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase	This<br> filing.
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase	This<br> filing.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)	This<br> filing.
*	All<br> exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number<br> following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously<br> filed as an exhibit.
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***	Users<br> of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part<br> 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<br> Exchange Act of 1934 and otherwise are not subject to liability.
---	---

42

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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,<br> INC.
Dated:<br> November 13, 2025	By:	/s/ Victor M. Oviedo
		Victor<br> M. Oviedo
		Chief<br> Executive Officer
		(Principal<br> Executive Officer)
Dated:<br> November 13, 2025	By:	/s/ Ralph R. Valvano
		Ralph<br> R. Valvano
		Chief<br> Financial Officer
		(Principal<br> Financial Officer and Accounting Officer)

43

Exhibit 31.01

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Victor M. Oviedo, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 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; and

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 functions):

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:<br> November 13, 2025
/s/<br> Victor M. Oviedo
Victor<br> M. Oviedo
Chief<br> 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, 2025 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; and

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 functions):

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:<br> November 13, 2025
/s/<br> Ralph R. Valvano
Ralph<br> R. Valvano
Chief<br> 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, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Victor M. Oviedo, the 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 13, 2025

/s/<br> Victor M. Oviedo
Victor<br> M. Oviedo
Chief<br> 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, 2025, 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 13, 2025

/s/<br> Ralph R. Valvano
Ralph<br> R. Valvano
Chief<br> Financial Officer (Principal Financial and Accounting Officer)