Equibles

10-Q

Investview, Inc. (INVU)

10-Q 2022-11-14 For: 2022-09-30
View Original
Added on April 06, 2026

U.S.

Securities and Exchange Commission

Washington,

DC 20549

FORM

10-Q

☒

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

FOR

THE QUARTERLY PERIOD ENDED

September

30, 2022

☐

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

For

the transition period from__________________ to _______________________.

Commission

File Number 000-27019

Investview, Inc.

(Exact name of registrant as specified in its charter)

Nevada 87-0369205
(State or other jurisdiction<br><br> <br>of incorporation) (I.R.S. Employer<br><br> <br>Identification No.)

234 Industrial Way West, Ste A202

Eatontown, New Jersey 07724

(Address of principal executive offices)

Issuer’s

telephone number: 732-889-4300

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

Title<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 and post such files).

Yes ☒ No ☐

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

Large<br> accelerated filer ☐ Accelerated<br> filer ☐
Non-accelerated<br> filer ☒ Smaller<br> reporting company ☒
Emerging<br> growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

Indicate

the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 14, 2022, there were 2,641,275,489 shares of common stock, $0.001 par value, outstanding.

INVESTVIEW,

INC.

Form

10-Q for the Nine Months Ended September 30, 2022

Table

of Contents

PART I – FINANCIAL INFORMATION 3
ITEM 1 – FINANCIAL STATEMENTS 3
Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 3
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited) 4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements as of September 30, 2022 (Unaudited) 7
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 23
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 29
ITEM 4 – CONTROLS AND PROCEDURES 29
PART II – OTHER INFORMATION 29
ITEM 1 – LEGAL PROCEEDINGS 29
ITEM 1.A – RISK FACTORS 30
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 30
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES 30
ITEM 4 – MINE SAFETY DISCLOSURES 30
ITEM 5 – OTHER INFORMATION 30
ITEM 6 – EXHIBITS 31
SIGNATURE PAGE 32 
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PART

I – FINANCIAL INFORMATION

ITEM

1 – FINANCIAL STATEMENTS

INVESTVIEW,

INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

December<br> 31,
2021
ASSETS
Current<br> assets:
Cash<br> and cash equivalents 19,081,445 $ 30,995,283
Restricted<br> cash, current 819,338 819,338
Prepaid<br> assets 328,378 164,254
Receivables 1,988,895 1,920,069
Inventory 939,318 -
Income<br> tax paid in advance 611,584 -
Other<br> current assets 2,872,589 2,018,324
Total<br> current assets 26,641,547 35,917,268
Fixed<br> assets, net 16,727,559 6,682,877
Other<br> assets:
Restricted<br> cash, long term 187,782 802,285
Other<br> restricted assets, long term 146,170 122,769
Operating<br> lease right-of-use asset 101,186 264,846
Intangible<br> asset 7,240,000 7,240,000
Deposits 473,598 473,598
Total<br> other assets 8,148,736 8,903,498
Total<br> assets 51,517,842 $ 51,503,643
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current<br> liabilities:
Accounts<br> payable and accrued liabilities 5,312,102 $ 3,904,681
Payroll<br> liabilities 89,311 176,604
Income<br> tax payable - 807,827
Customer<br> advance 142,070 75,702
Deferred<br> revenue 2,046,443 3,288,443
Derivative<br> liability 29,216 69,371
Dividend<br> liability 233,830 219,705
Operating<br> lease liability, current 112,275 255,894
Related<br> party payables, net of discounts, current 1,201,597 1,832,642
Debt,<br> net of discounts, current 2,909,513 2,947,013
Total<br> current liabilities 12,076,357 13,577,882
Deferred<br> tax liability, long term 994,308 -
Operating<br> lease liability, long term - 43,460
Related<br> party payables, net of discounts, long term 739,445 486,814
Debt,<br> net of discounts, long term 6,290,357 8,455,646
Total<br> long term liabilities 8,024,110 8,985,920
Total<br> liabilities 20,100,467 22,563,802
Commitments<br> and contingencies - -
Stockholders’<br> equity (deficit):
Preferred<br> stock, par value: 0.001; 50,000,000 shares authorized, 252,192 and 252,192 issued and outstanding as of September 30, 2022 and December<br> 31, 2021, respectively 252 252
Common stock, par<br> value 0.001; 10,000,000,000 shares authorized; 2,641,275,489 and 2,904,210,762 shares issued and outstanding as of September 30,<br> 2022 and December 31, 2021, respectively 2,641,275 2,904,211
Additional<br> paid in capital 103,380,124 101,883,573
Accumulated<br> other comprehensive income (loss) (23,218 ) (23,000 )
Accumulated<br> deficit (74,581,058 ) (75,825,195 )
Total<br> stockholders’ equity (deficit) 31,417,375 28,939,841
Total<br> liabilities and stockholders’ equity (deficit) 51,517,842 $ 51,503,643

All values are in US Dollars.

The

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

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INVESTVIEW,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

AND

OTHER COMPREHENSIVE INCOME (LOSS)

(Unaudited)

Three<br> Months Ended September 30, Nine<br> Months Ended September 30,
2022 2021 2022 2021
Revenue:
Subscription<br> revenue, net of refunds, incentives, credits, and chargebacks $ 11,823,581 $ 14,034,214 $ 36,658,790 $ 32,833,628
Mining<br> revenue 2,777,634 8,338,759 9,412,751 25,047,680
Cryptocurrency<br> revenue 351,433 998,127 1,308,809 8,168,295
Miner<br> repair revenue 43,511 - 123,621 -
Digital<br> wallet revenue - - 5,868 -
Fee<br> revenue - - - 2,032
Total<br> revenue, net 14,996,159 23,371,100 47,509,839 66,051,635
Operating<br> costs and expenses:
Cost<br> of sales and service 2,144,733 2,101,490 5,873,214 7,186,149
Commissions 6,551,195 9,934,991 20,380,676 23,802,291
Selling<br> and marketing 17,874 26,484 53,139 93,984
Salary<br> and related 2,359,225 1,153,402 5,215,833 3,715,868
Professional<br> fees 601,367 132,778 2,350,687 1,445,143
Impairment<br> expense 625 140,233 7,008 674,671
Loss<br> (gain) on disposal of assets (118,041 ) - (389,550 ) -
General<br> and administrative 2,916,167 54,097,580 7,611,867 57,961,461
Total<br> operating costs and expenses 14,473,145 67,586,958 41,102,874 94,879,567
Net<br> income (loss) from operations 523,014 (44,215,858 ) 6,406,965 (28,827,932 )
Other<br> income (expense):
Gain<br> (loss) on debt extinguishment - 21,349 455 433,152
Gain<br> (loss) on fair value of derivative liability 2,319 47,017 40,155 98,928
Realized<br> gain (loss) on cryptocurrency (318,000 ) 1,651,024 (1,338,597 ) 892,266
Interest<br> expense (4,726 ) (6,000 ) (14,024 ) (17,803 )
Interest<br> expense, related parties (310,595 ) (763,791 ) (2,339,729 ) (1,897,557 )
Other<br> income (expense) 49,872 22,168 107,725 (64,734 )
Total<br> other income (expense) (581,130 ) 971,767 (3,544,015 ) (555,748 )
Income<br> (loss) before income taxes (58,116 ) (43,244,091 ) 2,862,950 (29,383,680 )
Income<br> tax expense (362,563 ) (758 ) (1,004,308 ) (146,950 )
Net<br> income (loss) (420,679 ) (43,244,849 ) 1,858,642 (29,530,630 )
Dividends<br> on Preferred Stock (204,835 ) (204,835 ) (614,505 ) (534,176 )
Net<br> income (loss) applicable to common shareholders $ (625,514 ) $ (43,449,684 ) $ 1,244,137 $ (30,064,806 )
Other<br> comprehensive income (loss), net of tax:
Foreign<br> currency translation adjustments $ - (874 ) $ (218 ) $ (1,409 )
Total<br> other comprehensive income (loss) - (874 ) (218 ) (1,409 )
Comprehensive<br> income (loss) $ (420,679 ) $ (43,245,723 ) $ 1,858,424 $ (29,532,039 )
Basic<br> income (loss) per common share $ (0.00 ) $ (0.01 ) $ 0.00 $ (0.01 )
Diluted<br> income (loss) per common share $ (0.00 ) $ (0.01 ) $ 0.00 $ (0.01 )
Basic<br> weighted average number of common shares outstanding 2,641,275,489 2,992,958,712 2,690,146,350 3,071,829,624
Diluted<br> weighted average number of common shares outstanding 2,641,275,489 2,992,958,712 3,726,574,921 3,071,829,624

The

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

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INVESTVIEW,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THREE

AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited)

Accumulated
Additional Other
Preferred<br> stock Common<br> stock Paid<br> in Comprehensive Accumulated
Shares Amount Shares Amount Capital Income<br> (Loss) Deficit Total
Balance,<br> December 31, 2020 55,554 $ 56 3,237,481,329 $ 3,237,481 $ 34,615,895 $ (19,330 ) $ (50,855,326 ) $ (13,021,224 )
Preferred<br> stock issued for cash 47,953 48 - - 1,198,777 - - 1,198,825
Preferred<br> stock issued for cryptocurrency 392 - - - 9,800 - - 9,800
Preferred<br> stock issued for debt 49,418 49 - - 1,235,401 - - 1,235,450
Derivative<br> liability recorded for warrants issued with preferred stock - - - - (80,940 ) - - (80,940 )
Common<br> stock cancelled - - (255,000,000 ) (255,000 ) 255,000 - - -
Common<br> stock issued for services - - - - 592,978 - - 592,978
Beneficial<br> conversion feature - - - - 1,550,000 - - 1,550,000
Dividends - - - - - - (124,506 ) (124,506 )
Foreign<br> currency translation adjustment - - - - - 273 - 273
Net<br> income (loss) - - - - - - 4,941,561 4,941,561
Balance,<br> March 31, 2021 153,317 153 2,982,481,329 2,982,481 39,376,911 (19,057 ) (46,038,271 ) (3,697,783 )
Preferred<br> stock issued for cash 97,669 98 - - 2,441,627 - - 2,441,725
Preferred<br> stock issued for cryptocurrency 1,206 1 - - 30,149 - - 30,150
Common<br> stock issued for services and compensation - - 11,500,000 11,500 977,891 - - 989,391
Common<br> stock issued for warrant exercise - - 64,340 64 6,370 - - 6,434
Derivative<br> liability recorded for warrants issued with preferred stock - - - - (127,520 ) - - (127,520 )
Derivative<br> liability extinguished for warrants exercised - - - - 10,156 - - 10,156
Dividends - - - - - - (204,835 ) (204,835 )
Foreign<br> currency translation adjustment - - - - - (808 ) - (808 )
Net<br> income (loss) - - - - - - 8,772,658 8,772,658
Balance,<br> June 30, 2021 252,192 252 2,994,045,669 2,994,045 42,715,584 (19,865 ) (37,470,448 ) 8,219,568
Common<br> stock issued for services and compensation - - - - 360,962 - - 360,962
Common<br> stock issued for warrant exercise - - 18,300 19 1,811 - - 1,830
Common<br> stock forfeited - - (6,666,666 ) (6,667 ) 6,667 - - -
Derivative<br> liability extinguished for warrants exercised - - - - 2,129 - - 2,129
Class<br> B units of subsidiary issued to a related party for asset acquisition - - - - 58,859,440 - - 58,859,440
Contributed<br> capital - - - - 743,150 - - 743,150
Dividends - - - - - - (204,835 ) (204,835 )
Foreign<br> currency translation adjustment - - - - - (874 ) - (874 )
Net<br> income (loss) - - - - - - (43,244,849 ) (43,244,849 )
Balance,<br> September 30, 2021 252,192 $ 252 2,987,397,303 $ 2,987,397 $ 102,689,743 $ (20,739 ) $ (80,920,132 ) $ 24,736,521
Balance,<br> December 31, 2021 252,192 $ 252 2,904,210,762 $ 2,904,211 $ 101,883,573 $ (23,000 ) $ (75,825,195 ) $ 28,939,841
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Common<br> stock issued for services and other stock based compensation - - - - 255,163 - - 255,163
Common<br> stock repurchased from related parties - - (43,101,939 ) (43,102 ) (1,680,906 ) - - (1,724,008 )
Common<br> stock cancelled - - (150,000,000 ) (150,000 ) 150,000 - - -
Dividends - - - - - - (204,835 ) (204,835 )
Foreign<br> currency translation adjustment - - - - - 380 - 380
Net<br> income (loss) - - - - - - 2,379,029 2,379,029
Balance,<br> March 31, 2022 252,192 252 2,711,108,823 2,711,109 100,607,830 (22,620 ) (73,651,001 ) 29,645,570
Common<br> stock issued for services and other stock based compensation - - - - 242,024 - - 242,024
Common<br> stock cancelled - - (69,833,334 ) (69,834 ) 69,834 - - -
Contribution<br> of crypto currency from related party - - - - 1,185,821 - - 1,185,821
Dividends - - - - - - (204,835 ) (204,835 )
Foreign<br> currency translation adjustment - - - - - (598 ) - (598 )
Net<br> income (loss) - - - - - - (99,708 ) (99,708 )
Balance,<br> June 30, 2022 252,192 $ 252 2,641,275,489 $ 2,641,275 $ 102,105,509 $ (23,218 ) $ (73,955,544 ) $ 30,768,274
Common<br> stock issued for services and other stock based compensation - - - - 1,274,615 - - 1,274,615
Common<br> stock issued for services and compensation - - - - 1,274,615 - - 1,274,615
Dividends - - - - - - (204,835 ) (204,835 )
Net<br> income (loss) - - - - - (420,679 ) (420,679 )
Balance,<br> September 30, 2022 252,192 $ 252 2,641,275,489 $ 2,641,275 $ 103,380,124 $ (23,218 ) $ (74,581,058 ) $ 31,417,375

The

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

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INVESTVIEW

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine<br> Months Ended September 30,
2022 2021
CASH<br> FLOWS FROM OPERATING ACTIVITIES:
Net<br> income (loss) $ 1,858,642 $ (29,530,630 )
Adjustments<br> to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation 4,251,122 2,111,333
Amortization<br> of debt discount 1,643,726 1,165,663
Amortization<br> of intangible assets - 27,989
Stock<br> issued for services and other stock based compensation 1,771,802 1,943,331
Lease<br> cost, net of repayment (23,419 ) 8,742
(Gain)<br> loss on asset acquisition - 27,439
(Gain)<br> loss on debt extinguishment (455 ) (433,152 )
(Gain)<br> loss on Class B Units of subsidiary issued to a related party for asset acquisition - 51,619,440
(Gain)<br> loss on disposal of fixed assets (389,550 ) -
(Gain)<br> loss on fair value of derivative liability (40,155 ) (98,928 )
Realized<br> (gain) loss on cryptocurrency 1,338,597 (892,266 )
Impairment<br> expense 7,008 674,671
Changes<br> in operating assets and liabilities:
Receivables (68,826 ) (2,616,986 )
Inventory (371,796 ) -
Prepaid<br> assets (164,124 ) 598,126
Short-term<br> advances - 145,000
Short-term<br> advances from related parties - 500
Income<br> tax paid in advance (611,584 ) -
Other<br> current assets (2,907,972 ) (9,494,056 )
Deposits - (465,110 )
Accounts<br> payable and accrued liabilities 1,320,583 1,727,602
Income<br> tax payable (807,827 ) -
Customer<br> advance 66,368 870,168
Deferred<br> revenue (1,242,000 ) 1,850,394
Deferred<br> tax liability 994,308 -
Accrued<br> interest 14,024 17,803
Accrued<br> interest, related parties 696,002 731,893
Net<br> cash provided by (used in) operating activities 7,334,474 19,988,966
CASH<br> FLOWS FROM INVESTING ACTIVITIES:
Cash<br> received for the disposal of fixed assets 1,044,492 -
Cash<br> paid for fixed assets (15,265,360 ) (1,471,487 )
Net<br> cash provided by (used in) investing activities (14,220,868 ) (1,471,487 )
CASH<br> FLOWS FROM FINANCING ACTIVITIES:
Proceeds<br> from related party payables - 1,000,000
Repayments<br> for related party payables (2,718,142 ) (1,107,819 )
Repayments<br> for debt (729,016 ) (919,703 )
Payments<br> for share repurchase (1,724,008 ) -
Dividends<br> paid (470,563 ) (258,215 )
Proceeds<br> from the sale of preferred stock - 3,640,550
Proceeds<br> from the exercise of warrants - 8,264
Net<br> cash provided by (used in) financing activities (5,641,729 ) 2,363,077
Effect<br> of exchange rate translation on cash (218 ) (1,409 )
Net<br> increase (decrease) in cash, cash equivalents, and restricted cash (12,528,341 ) 20,879,147
Cash,<br> cash equivalents, and restricted cash - beginning of period 32,616,906 1,554,449
Cash,<br> cash equivalents, and restricted cash - end of period $ 20,088,565 $ 22,433,596
SUPPLEMENTAL<br> DISCLOSURES OF CASH FLOW INFORMATION:
Cash<br> paid during the period for:
Interest $ 828,142 $ 673,818
Income<br> taxes $ 1,429,411 $ 146,950
Non-cash<br> investing and financing activities:
Cancellation<br> of shares $ 219,834 $ 255,000
Beneficial<br> conversion feature $ - $ 1,550,000
Shares<br> forfeited $ - $ 6,667
Derivative<br> liability recorded for warrants issued $ - $ 208,460
Derivative<br> liability extinguished with warrant exercise $ - $ 12,285
Preferred<br> shares issued in exchange for cryptocurrency $ - $ 39,950
Preferred<br> shares issued in exchange for debt $ - $ 1,235,450
Dividends<br> declared $ 614,505 $ 534,176
Dividends<br> paid with cryptocurrency $ 129,817 $ 124,738
Debt<br> extinguished in exchange for cryptocurrency $ 1,487,797 $ 3,019,609
Related<br> party debt extinguished in exchange for cryptocurrency $ - $ 113,000
Fixed<br> asset acquired with cryptocurrency $ 259,916 $ 1,289,789
Initial<br> right of use asset and lease liability $ - $ 196,608
Net<br> assets acquired for noncontrolling interest in subsidiary $ - $ 125,522
Contributed<br> capital $ - $ 743,150
Class<br> B units of subsidiary issued to a related party for asset acquisition $ - $ 7,240,000
Transfer<br> of fixed assets to inventory $ 567,522 $ -
Contribution<br> of crypto currency from related party $ 1,185,821 $ -

The

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

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INVESTVIEW,

INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(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 financial technology (FinTech) services company in several different businesses. We deliver multiple products and services through a direct selling network, also known as multi-level marketing, of independent distributors that offer our products and services through a subscription-based revenue model to our distributors, as well as by our distributors to a large base of customers that we refer to as “members”. Through this business, we provide research, education, and investment tools designed to assist the self-directed investor in successfully navigating the financial markets. These services include research and education regarding equities, options, FOREX, ETFs, binary options, and cryptocurrency. In addition to trading research and education, we also offer software applications to assist the individual in debt reduction, increased savings, budgeting, and proper tax management. Each product subscription includes a core set of trading tools and research along with the personal finance management suite to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. In addition to our education subscriptions, through a distribution arrangement we have with a third party, we have provided our members with an opportunity to purchase through such third party, a specialty form of adaptive digital currency called “ndau”. Through our direct selling model, we compensate our distributors with commissions under a standard bonus plan that allows for discretionary bonuses based on performance.

We also operate a blockchain technology business that provides leading-edge research, development, and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. As well, in order to, among other things, commercialize on the proprietary trading platform we recently acquired from MPower Trading Systems, LLC (“MPower”), take advantage of the market’s increasing acceptance and expansion of the ownership and use of digital currencies as an investable asset class, subject to applicable regulatory limitations, and to proactively respond to increasing regulatory scrutiny relative to cryptocurrency products, we have adopted a growth plan that contemplates the establishment of a suite of financial service business that would offer, among others, self-directed brokerage services, institutional trade execution services, innovative advisory services (RIA, CTA), and codeless algorithmic trading technologies. It was our expectation to develop these businesses over time, starting with the acquisition of a broker-dealer that could serve as a platform for growth. Towards that end, in March 2021 we entered into an agreement to acquire a brokerage firm from an affiliate of the former Chief Executive Officer of the Company. However, having been unable to secure the requisite FINRA approval by the expiration of that agreement, we terminated the transaction on June 14, 2022, and commenced a search for alternative acquisitions within the brokerage industry. Further, until we are able to start this business, we recently elected to winddown the registration of a dormant investment advisor and commodity trading advisor we own, as we concluded there to be no material benefit to retaining an interest in these regulated businesses until we are able to launch our broader-based financial services model.

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INVESTVIEW,

INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(Unaudited)

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

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

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, 2022, are not necessarily indicative of the operating results that may be expected for the filing of our December 31, 2022 Form 10-K. These unaudited condensed consolidated financial statements should be read in conjunction with the audited December 31, 2021 consolidated financial statements and notes thereto included in our Annual Report on Form 10-KT for the nine months ended December 31, 2021.

Principlesof Consolidation

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

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.

ForeignExchange

We have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements. The operations of Kuvera France S.A.S. were conducted in France through its closure date in June of 2021 and its functional currency is the Euro. Subsequent to June 2021 we maintained a Euro bank account in France that had minimal transactions. The Euro bank account was closed in April 2022.

Prior to June 2021, the financial statements of Kuvera France S.A.S. were prepared using their functional currency and were translated into U.S. dollars (“USD”). Assets and liabilities were translated into USD at the applicable exchange rates at period-end. Stockholders’ equity was translated using historical exchange rates. Revenue and expenses were translated at the average exchange rates for the period. Any translation adjustments were included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders’ equity (deficit).

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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(Unaudited)

Subsequent to June 2021 and prior to the closure of the Euro bank account, we translated all transactions in our Euro bank account into USD and translated the ending bank balance into USD at the applicable exchange rate at period-end.

The following rates were used to translate our Euro bank account into USD at the following balance sheet dates.

SCHEDULE OF EXCHANGE RATES
Euro<br> to 1.1371

All values are in US Dollars.

The following rates were used to translate the accounts of Kuvera France S.A.S. into USD for the following operating periods.
2021
Euro<br> to 1.1118 1.1963

All values are in US Dollars.

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 FDIC insurance limit of $250,000. As of September 30, 2022 and December 31, 2021, cash balances that exceeded FDIC limits were $17,850,503 and $19,336,350, respectively. We have not experienced significant losses relating to these concentrations in the past.

CashEquivalents and Restricted Cash

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, 2022 and December 31, 2021, we had no highly liquid debt instruments.

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

SCHEDULE OF RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

September<br> 30, <br><br> 2022 December<br> 31, <br><br> 2021
Cash<br> and cash equivalents $ 19,081,445 $ 30,995,283
Restricted<br> cash, current 819,338 819,338
Restricted<br> cash, long term 187,782 802,285
Total<br> cash, cash equivalents, and restricted cash shown on the statement of cash flows $ 20,088,565 $ 32,616,906

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

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. We had an allowance for doubtful accounts of $719,342 as of September 30, 2022 and December 31, 2021, respectively.

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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(Unaudited)

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<br> Useful Life <br><br> (years) September<br> 30, <br><br> 2022 December<br> 31, <br><br> 2021
Furniture,<br> fixtures, and equipment 10 $ 76,717 $ 82,942
Computer<br> equipment 3 13,560 15,241
Leasehold<br> improvements Remaining<br> Lease Term 40,528 40,528
Data<br> processing equipment 3 23,658,549 10,638,619
Construction<br> in progress N/A - 391,583
Mining<br> repair tools and equipment 1 13,627 -
Property, plant and equipment, gross 23,802,981 11,168,913
Accumulated<br> depreciation (7,075,422 ) (4,486,036 )
Net<br> book value $ 16,727,559 $ 6,682,877

Total

depreciation expense for the nine months ended September 30, 2022 and 2021, was $4,251,122 and $2,111,333, respectively. During the nine months ended September 30, 2022 we sold assets with a total net book value of $654,942 for cash of $1,044,492, therefore recognized a gain on disposal of assets of $389,550. During the nine months ended September 30, 2022 we disposed assets with a total net book value of $7,008, therefore recognized impairment expense of $7,008.

Long-LivedAssets – Intangible Assets & License Agreement

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

We

hold cryptocurrency-denominated assets and include them in our consolidated balance sheet as other assets. The value of our cryptocurrencies as of September 30, 2022 and December 31, 2021 were $3,018,759 ($2,872,589 current and $146,170 restricted long term) and $2,141,093 ($2,018,324 current and $122,769 restricted long term), respectively. Cryptocurrencies purchased or received for payment from customers are recorded in accordance with ASC 350-30 and cryptocurrencies awarded to the Company through its mining activities ($9,412,751 and $25,047,680 for the nine months ended September 30, 2022 and 2021, respectively) are accounted for in connection with the Company’s revenue recognition policy. The use of cryptocurrencies is accounted for in accordance with the first in first out method of accounting. For the nine months ended September 30, 2022 and 2021 we recorded realized gains (losses) on our cryptocurrency transactions of $(1,338,597) and $892,266, respectively.

In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination. Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and were being amortized on a straight-line method over their estimated useful lives. The intangible assets were impaired during the year ended March 31, 2021, due to a lack of recoverability.

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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(Unaudited)

On

March 22, 2021, we entered into a Securities Purchase Agreement to acquire the 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 (see NOTE 12). On September 3, 2021, we closed on the Securities Purchase Agreement and acquired the operating assets and intellectual property rights of MPower. As a result, we obtained Prodigio, a proprietary software-based trading platform with applications within the brokerage industry, which was valued at $7,240,000 and recorded on our balance sheet as an intangible asset. The intangible asset will have a definite life, however, as of the date of this filing the software has not yet been placed in service, therefore a useful life had not yet been determined and no amortization was recorded during the nine months ended September 30, 2022.

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 the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

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

During

the nine months ended September 30, 2022 we impaired our fixed assets with a cost basis of $15,772 due to the lack of use. We had recorded accumulated depreciation and accumulated amortization of $8,764 for the impaired assets through the date of impairment, therefore we recorded impairment expense of $7,008 during the nine months ended September 30, 2022.

During

the nine months ended September 30, 2021 we impaired our intangible assets with a cost basis of $991,000 due to the lack of recoverability. In addition, we impaired computer equipment with a cost basis of $14,661 and we impaired data processing equipment with a cost basis of $392,500 due to disposals. We had recorded accumulated depreciation and accumulated amortization of $723,490 for the impaired assets through the date of impairment, therefore we recorded impairment expense of $674,671 during the nine months ended September 30, 2021.

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<br> that are quoted prices (unadjusted) for identical assets or liabilities in active markets<br> that the entity can access.
Level<br>2: Inputs<br> other than quoted prices included within Level 1 that are observable for the asset or liability,<br> either directly or indirectly, for substantially the full term of the asset or liability,<br> 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<br> that are unobservable and reflect management’s own assumptions about the inputs market<br> participants would use in pricing the asset or liability based on the best information available<br> 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, accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of September 30, 2022 and December 31, 2021, approximates the fair value due to their short-term nature or interest rates that approximate prevailing market rates.

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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(Unaudited)

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of September 30, 2022:

SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

Level<br> 1 Level<br> 2 Level<br> 3 Total
Total<br> Assets $ - $ - $ - $ -
Derivative<br> liability $ - $ - $ 29,216 $ 29,216
Total<br> Liabilities $ - $ - $ 29,216 $ 29,216

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, 2021:

Level<br> 1 Level<br> 2 Level<br> 3 Total
Total<br> Assets $ - $ - $ - $ -
Derivative<br> liability $ - $ - $ 69,371 $ 69,371
Total<br> Liabilities $ - $ - $ 69,371 $ 69,371

RevenueRecognition

Subscription Revenue

Most

of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a designated trial period to first time subscription customers, during which a full refund can be requested if a customer does not wish to continue with the subscription. Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of September 30, 2022 and December 31, 2021 our deferred revenues were $2,046,443 and $3,288,443, respectively.

Mining Revenue

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

Cryptocurrency Revenue

We generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with a third-party supplier with whom our Chairman is affiliated (see Note 5-Related Party Transactions). The various packages include different amounts of coin with differing rates of returns and terms and, in some cases prior to January 2022, included a product protection option that allows the purchaser to protect their initial purchase price. Both the coin and the protection options are delivered by third-party suppliers. In January 2022, we suspended any further offering of the product protection option after the third-party provider of that protection package was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality entitlements. That suspension will remain in place until we are able to further validate the continued integrity of the product protection and the vendor’s ability to honor its commitments to our members.

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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(Unaudited)

We

recognize cryptocurrency revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-parties to provide coin and protection (if applicable) to our customers and payment is received from our customers at the time of order placement. All customers are given two weeks to request a refund, therefore we record a customer advance on our balance sheet upon receipt of payment. After the two weeks have passed from order placement, we request our third-party supplier to deliver coin and protection (if applicable), at which time we recognize revenue and the amounts due to our supplier on our books. As of September 30, 2022 and December 31, 2021 our customer advances related to cryptocurrency revenue were $142,070 and $75,702, respectively.

Fee Revenue

We generate minimal fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we receive payment for such advisory fees in the month following recognition. However, since these businesses were largely dormant, during 2022, we elected to winddown and withdraw the SAFE Management state and NFA registrations, as we concluded there to be no material benefit to retaining an interest in these regulated businesses until we are able to launch our broader-based financial services model.

Miner Repair Revenue

Through our wholly owned subsidiary, SAFETek, LLC, we repair broken mining equipment for sale to third-party customers. We recognize miner repair revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver the promised goods to our customers.

Digital Wallet Revenue

We generate revenue from the sale of digital wallets to our customers through an arrangement with a third-party supplier. We offer three tiers of wallets which include different features. The digital wallets are delivered by a third-party supplier.

We recognize digital wallet revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-parties to provide the wallet to our customers and payment is received from our customers at the time of order placement.

Revenue generated for the nine months ended September 30, 2022, is as follows:

SCHEDULE OF REVENUE GENERATED

Subscription<br><br> Revenue Cryptocurrency<br><br> Revenue Mining<br><br> Revenue Miner<br><br> Repair<br><br> Revenue Digital<br><br> Wallet<br><br> Revenue Total
Gross<br> billings/receipts $ 39,087,141 $ 2,548,316 $ 9,412,751 $ 123,621 $ 7,157 $ 51,178,986
Refunds,<br> incentives, credits, and chargebacks (2,428,351 ) - - - - (2,428,351 )
Amounts<br> paid to providers - (1,239,507 ) - - (1,289 ) (1,240,796 )
Net<br> revenue $ 36,658,790 $ 1,308,809 $ 9,412,751 $ 123,621 $ 5,868 $ 47,509,839

For

the nine months ended September 30, 2022, foreign and domestic revenues were approximately $32.2 million and $15.3 million, respectively.

Revenue generated for the nine months ended September 30, 2021, is as follows:

Subscription<br><br> Revenue Cryptocurrency<br><br> Revenue Mining<br><br> Revenue Fee<br><br> Revenue Total
Gross<br> billings/receipts $ 34,843,588 $ 20,082,329 $ 25,047,680 $ 2,032 $ 79,975,629
Refunds,<br> incentives, credits, and chargebacks (2,009,960 ) - - - (2,009,960 )
Amounts<br> paid to providers - (11,914,034 ) - - (11,914,034 )
Net<br> revenue $ 32,833,628 $ 8,168,295 $ 25,047,680 $ 2,032 $ 66,051,635 
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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(Unaudited)

For

the nine months ended September 30, 2021 foreign and domestic revenues were approximately $33.1 million and $33.0 million, respectively.

Revenue generated for the three months ended September 30, 2022, is as follows:

Subscription<br><br> Revenue Cryptocurrency<br><br> Revenue Mining<br><br> Revenue Miner<br><br> Repair<br><br> Revenue Digital<br><br> Wallet<br><br> Revenue Total
Gross<br> billings/receipts $ 12,638,375 $ 673,933 $ 2,777,634 $ 43,511 $ - $ 16,133,453
Refunds,<br> incentives, credits, and chargebacks (814,794 ) - - - - (814,794 )
Amounts<br> paid to providers - (322,500 ) - - - (322,500 )
Net<br> revenue $ 11,823,581 $ 351,433 $ 2,777,634 $ 43,511 $ - $ 14,996,159

For

the three months ended September 30, 2022, foreign and domestic revenues were approximately $10.3 million and $4.7 million, respectively.

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

Subscription<br><br> Revenue Cryptocurrency<br><br> Revenue Mining<br><br> Revenue Fee<br><br> Revenue Total
Gross<br> billings/receipts $ 14,904,004 $ 2,329,566 $ 8,338,759 $ - $ 25,572,329
Refunds,<br> incentives, credits, and chargebacks (869,790 ) - - - (869,790 )
Amounts<br> paid to providers - (1,331,439 ) - - (1,331,439 )
Net<br> revenue $ 14,034,214 $ 998,127 $ 8,338,759 $ - $ 23,371,100

For

the three months ended September 30, 2021 foreign and domestic revenues were approximately $13.6 million and $9.8 million, respectively.

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, 2022 and 2021, totaled $53,139 and $93,984, respectively.

Costof Sales and Service

Included

in our costs of sales and services are amounts paid to our trading and market experts that provide financial education content and tools to our subscription customers, hosting fees that we pay to vendors to set up our mining equipment at third-party sites in order to generate mining revenue, and the costs associated with our miner repair revenue. Costs of sales and services for the nine months ended September 30, 2022 and 2021, totaled $5,873,214 and $7,186,149, respectively.

Inventory

Inventory consists of raw materials and work in process to be sold as part of our miner repair revenue. 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<br> 30, <br>2022 December<br> 31, <br><br> 2021
Raw<br> materials $ 448,056 $ -
Work<br> in process 83,222 -
Finished<br> goods 408,040 -
Total<br> inventory $ 939,318 $ - 
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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(Unaudited)

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.

NetIncome (Loss) per Share

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

Due to the net loss for the three months ended September 30, 2022, and the three and nine months ended September 30, 2021, potentially dilutive securities excluded from the computation of diluted net loss per share are as follows:

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

Three<br> months ended Three<br> months ended Nine<br> months ended
September<br> 30, 2022 September<br> 30, 2021 September<br> 30, 2021
Warrants<br> to purchase common stock - 439,266 177,567
Notes<br> convertible into common stock 471,428,571 577,162,620 543,803,307
Class<br> B Redeemable Units of Investview Financial Group Holdings, LLC 565,000,000 171,956,522 57,948,718
Totals 1,036,428,571 749,558,408 601,929,592

The following table illustrates the computation of diluted earnings per share for the nine months ended September 30, 2022.

SCHEDULE

OF EARNINGS PER SHARE BASIC AND DILUTED

September<br> 30, 2022
Net<br> income $ 1,858,642
Less:<br> preferred dividends (614,505 )
Add:<br> interest expense on convertible debt 469,884
Net<br> income available to common shareholders (numerator) $ 1,714,021
Basic<br> weighted average number of common shares outstanding 2,690,146,350
Dilutive<br> impact of convertible notes 471,428,571
Dilutive<br> impact of non-voting membership interest 565,000,000
Diluted<br> weighted average number of common shares outstanding (denominator) 3,726,574,921
Diluted<br> income per common share $ 0.00 
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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(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 842 to short-term leases (leases with terms of twelve months or less). Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. We have elected the practical expedient and will not separate non-lease components from lease components and will instead account for each separate lease component and non-lease component associated with the lease components as a single lease component.

NOTE

3 – RECENT ACCOUNTING PRONOUNCEMENTS

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

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, 2022 we reported $7,334,474 in cash provided by operating activities, $6,406,965 of income from operations, and net income of $1,858,642. As of September 30, 2022 we have cash and cash equivalents of $19,081,445 and a working capital balance of $14,565,190. As of September 30, 2022 our unrestricted cryptocurrency balance was reported at a cost basis of $2,872,589. Management does not believe there are any liquidity issues as of September 30, 2022.

NOTE

5 – RELATED-PARTY TRANSACTIONS

Our related-party payables consisted of the following:

SCHEDULE OF RELATED PARTY PAYABLES

December<br> 31,<br><br> 2021
Convertible<br> Promissory Note entered into on 4/27/20, net of debt discount of 984,967<br> as of September 30, 2022 [1] 315,033 $ 239,521
Convertible<br> Promissory Note entered into on 5/27/20, net of debt discount of 534,560<br> as of September 30, 2022 [2] 165,240 124,149
Convertible<br> Promissory Note entered into on 11/9/20, net of debt discount of 1,040,828<br> as of September 30, 2022 [3] 259,172 198,187
Promissory<br> note entered into on 12/15/20 [4] - 80,322
Convertible<br> Promissory Note entered into on 3/30/21 [5] - 476,670
Working<br> Capital Promissory Note entered into on 3/22/21 [6] 1,201,597 1,200,607
Total<br> related-party debt 1,941,042 2,319,456
Less:<br> Current portion (1,201,597 ) (1,832,642 )
Related-party<br> debt, long term 739,445 $ 486,814

All values are in US Dollars.

[1] On<br> April 27, 2020, we received proceeds of $1,300,000<br> from DBR Capital, LLC, an entity controlled by our Chairman, and entered into a convertible promissory note. The note is secured by<br> collateral of the Company and its subsidiaries. The note bears interest at 20%<br> per annum, payable monthly, and the principal is due and payable on April<br> 27, 2030. Per the original terms of the agreement the note was convertible into common stock at a conversion price of $0.01257<br> per share, which was amended on November 9, 2020 to reduce the conversion price to $0.007<br> per share. At inception we recorded a beneficial conversion feature and debt discount of $1,300,000.<br> During the nine months ended September 30, 2022, we recognized $97,180<br> of the debt discount into interest expense, as well as expensed an additional $195,012<br> 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, 2022

(Unaudited)

[2] On<br> May 27, 2020, we received proceeds of $700,000<br> from DBR Capital, LLC, and entered into a convertible promissory note. The note is secured by collateral of the Company and its<br> subsidiaries. The note bears interest<br> at 20%<br> per annum, payable monthly, and the principal is due and payable on April<br> 27, 2030. Per the original terms of the agreement the note was convertible into common stock at a conversion price of $0.01257<br> per share, which was amended on November 9, 2020 to reduce the conversion price to $0.007<br> per share. At inception we recorded a beneficial conversion feature and debt discount of $700,000.<br> During the nine months ended September 30, 2022, we recognized $52,761<br> of the debt discount into interest expense as well as expensed an additional $105,003<br> of interest expense on the note, all of which was repaid during the period.
[3] On<br> November 9, 2020, we received proceeds of $1,300,000<br> from DBR Capital, LLC, and entered into a convertible promissory note. The note is secured by collateral of the Company and its<br> subsidiaries. The note bears interest<br> at 38.5%<br> per annum, made up of a 25%<br> 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 on April 27, 2030. Per the terms of the<br> agreement the note is convertible into common stock at a conversion price of $0.007<br> per share. At inception we recorded a beneficial conversion feature and debt discount of $1,300,000.<br> During the nine months ended September 30, 2022, we recognized $102,691<br> of the debt discount into interest expense as well as expensed an additional $375,372<br> of interest expense on the note, all of which was repaid during the period.
--- ---
[4] On<br> December 15, 2020, we received proceeds of $154,000 from Wealth Engineering, an entity controlled<br> by former members of our management team and Board of Directors, and entered into a promissory note<br> for $600,000. The term of the note requires monthly repayments of $20,000 per month for 30<br> months. At inception we recorded a debt discount of $446,000 representing the difference<br> between the cash received and the total amount to be repaid. During the nine months ended<br> September 30, 2022, we recognized the remaining $259,678 of the debt discount into interest<br> expense and repaid the remaining $340,000 of the debt.
--- ---
[5] Effective<br> March 30, 2021, we restructured a $1,000,000 promissory note with $200,000 of accrued interest,<br> along with a $350,000 short-term advance, with Joseph Cammarata, our then Chief Executive<br> Officer. The new note had a principal balance of $1,550,000, had a 5% interest rate, and<br> was convertible at $0.02 per share. As a result of the fixed conversion price we recorded<br> a beneficial conversion feature and debt discount of $1,550,000 on March 30, 2021, which<br> was equal to the face value of the note. Effective September 21, 2021, we entered into an<br> amendment to the note to extend the due date to September 30, 2022, allow for partial conversions,<br> and change the conversion price to $0.008 per share. As the terms of the note changed substantially,<br> we accounted for the amendment as an extinguishment and new note. Through September 21, 2021<br> we recognized $738,904 of the initial debt discount into interest expense, removed $806,849<br> of the remaining debt discount from the books, recorded a beneficial conversion feature due<br> to the fixed conversion price and a debt discount of $1,550,000, which was equal to the face<br> value of the amended note, and recorded a net $743,151 into additional paid in capital as<br> a gain due to the extinguishment transaction being between related parties and thus a capital<br> transaction. During the nine months ended September 30, 2022, we recognized the remaining<br> $1,131,417 of the $1,550,000 debt discount into interest expense. Also, during the nine months<br> ended September 30, 2022, we expensed $19,626 of interest expense on the debt. During February<br> 2022, we provided 30 days’ notice of our intent to retire and repay the Cammarata Note<br> in cash. Having not timely received a properly executed conversion notice within the proscribed<br> 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<br> legal proceedings, on March 30, 2022, we tendered to Mr. Cammarata cash payment in full for<br> the Cammarata Note. As of the date of this filing, Mr. Cammarata has not yet accepted our<br> tender of the cash payment, and instead has asserted his entitlement to exercise his right<br> to convert the Cammarata Note into our common shares. At September 30, 2022, we canceled<br> the $1.6 million check issued to Mr. Cammarata and recorded the amount due in accrued liabilities.
--- ---
[6] On<br> March 22, 2021, we entered into Securities Purchase Agreements to purchase 100% of the operating<br> assets of SSA Technologies LLC, an entity that owns and operates a FINRA-registered broker-dealer.<br> SSA is controlled and partially owned by Joseph Cammarata, our former Chief Executive Officer.<br> Commencing upon execution of the agreements and through the closing of the transactions,<br> we agreed to provide certain transition service arrangements to SSA. In connection with the<br> transactions, we entered into a Working Capital Promissory Note with SSA under which SSA<br> was to have advanced to us up to $1,500,000 before the end of 2021; however, SSA has only<br> provided advances of $1,200,000 to date. The note bears interest at the rate of 0.11% per<br> annum therefore we recognized $990 worth of interest expense on the loan during the nine<br> months ended September 30, 2022. 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<br> to complete its funding obligations. The note was to have been secured by the pledge of 12,000,000<br> shares of our common stock; however, it remains unsecured as the pledge of shares was not<br> implemented at the closing of the loan.
--- ---

We expensed interest related to our related-party payables, as follows:

SCHEDULE OF INTEREST EXPENSES RELATED PARTY

Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022
Wealth Engineering (Mario Romano and Annette Raynor) [1] $ - $ 259,678
DBR Capital (David Rothrock) [2] 310,265 928,019
Joseph Cammarata (former executive officer) [3] - 1,151,042
SSA Technologies LLC (Joseph Cammarata, former executive officer) [4] 330 990
Interest expenses related<br> parties $ 310,595 $ 2,339,729
[1] During<br> the nine months ended September 30, 2022, all expense was from the amortization of debt discount.
--- ---
[2] During<br>the three and nine months ended September 30, 2022, $85,136 and $252,632 of the expense was from the amortization of debt discount and<br>$225,129 and $675,387 of the expense was from the accrual of interest, respectively. During the three and nine months ended September<br>30, 2022, we made payments of $225,129 and $750,430 for interest expense, respectively.
[3] During<br>the three and nine months ended September 30, 2022, $0 and $1,131,417 of the expense was from the amortization of debt discount and $0<br>and $19,626 of the expense was from the accrual of interest, respectively. During the three and nine months ended September 30, 2022,<br>we made payments of $0 and $77,712 for interest expense, respectively.
[4] During<br> the three and nine months ended September 30, 2022, all expense was from the accrual of interest.

Description of other Related Party Arrangements

During the nine months ended September 30, 2022, we entered into

a Separation and Release Agreement (the “Separation Agreements”) with Mario Romano and Annette Raynor, two of the Company’s founders and former members of management and the Board of Directors, and Wealth Engineering, LLC, an affiliate of Mr. Romano and Ms. Raynor. Under the Separation Agreements, Mr. Romano and Ms. Raynor resigned their positions as officers and directors of the Company effective immediately upon execution of the Separation Agreements as they each transitioned to the roles of strategic advisors to the Company. In conjunction with the Separation Agreements Mr. Romano and Ms. Raynor forfeited 75,000,000 shares each, which were returned to the Company and cancelled, and we repurchased a total of 43,101,939 shares from Mr. Romano and Ms. Raynor in exchange for cash of $1,724,008, which was paid to federal and state taxing authorities on behalf of Wealth Engineering, LLC as payment for the estimated federal and state taxes that Wealth Engineering, LLC may be subject to in connection with the vesting of 63,333,333 Company restricted shares that vested on July 22, 2021 (see NOTE 9).

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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(Unaudited)

During the nine months ended September 30, 2022, we recorded 69,833,334

shares as forfeited as a result of 1) our Chief Financial Officer returning 1,300,000 shares to the Company prior to their vesting date and 2) our senior management team and board of directors unanimously agreeing to surrender and terminate an aggregate of 68,533,334 outstanding unvested restricted shares and 218,500,000 ungranted shares in exchange for the issuance of options to purchase 360,416,665 shares (see NOTE 9).

DBR Capital LLC, an affiliate of our Chairman (“DBR Capital”), has been an investor in Oneiro NA, Inc. (“Oneiro”) since 2016, and currently serves as a worldwide marketing and distribution agent for Oneiro. Oneiro has been our third-party supplier of ndau coins. In connection with its affiliation with Oneiro, DBR Capital is entitled to certain performance fees from Oneiro for worldwide sales of ndau introduced by DBR Capital, including purchases by Investview or any affiliates of Investview.

The

performance fee is determined as a commission on sales, with a floating range between 5% to 10% of sales, on aggregate sales ranging from $1 million to over $40 million. The performance fee is to be paid in ndau coins. During the most recent year ended December 31, 2021, DBR Capital earned a performance fee in connection with sales by Oneiro to Investview of approximately 77,000 ndau coins.

During

the nine months ended September 30, 2022, DBR Capital elected to contribute 77,000 ndau coins to us. These coins were valued as of the day of receipt at $1,185,821 and are recorded as an addition to Additional Paid in Capital. The contribution of these coins to the Company by DBR Capital was in recognition of the recent reorganization of the executive management team and Board of Directors of Investview, and to avoid the appearance of any potential conflicts of interest associated with the marketing and distribution arrangement DBR Capital has with Oneiro. DBR Capital further renounced and assigned to the Company for its discretionary use, its rights in and to any further performance fees related to ndau sales by Oneiro to the Company for so long as Mr. Rothrock remains either an executive officer or director of the Company .

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, 2022, of which the amounts advanced covered in footnotes 1-3 above constituted the first three closings. On August 12, 2022, we and DBR Capital, entered into a Fourth 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, 2022, to December 31, 2024. The fourth and fifth closings remain at the sole discretion of DBR Capital and we cannot provide any assurance that they will occur when contemplated or ever.

NOTE

6 – DEBT

Our debt consisted of the following:

SCHEDULE OF DEBT

September<br> 30, <br><br> 2022 December<br> 31, <br><br> 2021
Loan<br> with the U.S. Small Business Administration dated 4/19/20 [1] $ 545,822 $ 531,798
Long<br> term notes for APEX lease buyback [2] 8,654,048 10,870,861
Total<br> debt 9,199,870 11,402,659
Less:<br> Current portion (2,909,513 ) (2,947,013 )
Debt,<br> long term portion $ 6,290,357 $ 8,455,646
[1] In<br> April 2020 we received proceeds of $500,000 from a loan entered into with the U.S. Small<br> Business Administration. Under the terms of the loan interest is to accrue at a rate of 3.75%<br> per annum and installment payments of $2,437 monthly will begin twelve months from the date<br> of the loan, with all interest and principal due and payable thirty years from the date of<br> the loan. During the nine months ended September 30, 2022 we recorded $14,024 worth of interest<br> on the loan.
--- ---
[2] During<br> the year ended March 31, 2021 we entered into notes with third parties for $19,089,500 in<br> exchange for the cancellation of APEX leases previously entered into, which resulted in our<br> purchase of all rights and obligations under the leases. We agreed to settle a portion of<br> the debt during the year ended March 31, 2021, at a discount to the original note terms offered,<br> by making lump sum payments, issuing shares of our common stock, issuing shares of our preferred<br> stock, and issuing cryptocurrency. The remaining notes are all due December 31, 2024 and<br> have a fixed monthly payment that is equal to 75% of the face value of the note, divided<br> by 48 months. The monthly payments began the last day of January 2021 and continue until<br> December 31, 2024 when the last monthly payment will be made, along with a balloon payment<br> equal to 25% of the face value of the note, to extinguish the debt. During the nine months<br> ended September 30, 2022 we repaid a portion of the debt with cash payments of $729,016 and<br> issuances of cryptocurrency valued at $1,487,797.
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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(Unaudited)

NOTE

7 – DERIVATIVE LIABILITY

During the nine months ended September 30, 2022, we had the following activity in our derivative liability account relating to our warrants:

SCHEDULE OF DERIVATIVE LIABILITY

Derivative<br> liability at December 31, 2021 $ 69,371
Derivative<br> liability recorded on new instruments -
Derivative<br> liability reduced by warrant exercise (see NOTE 7) -
(Gain)<br> loss on fair value (40,155 )
Derivative<br> liability at September 30, 2022 $ 29,216

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, 2022, the assumptions used in our binomial option pricing model were in the following range:

SCHEDULE OF ASSUMPTIONS USED IN BINOMINAL OPTION PRICING MODE

Risk<br> free interest rate 2.99<br> - 2.99 %
Expected<br> life in years 2.84<br> - 3.75
Expected<br> volatility 150%<br> - 183 %

NOTE

8 – OPERATING LEASE

In August 2019 we entered an operating lease for office space in Eatontown, New Jersey (the “Eatontown Lease”), in September 2019 we entered an operating lease for office space in Kaysville, Utah (the “Kaysville Lease”), in May 2021 we entered an operating lease for office space in Conroe, Texas (the “Conroe Lease”), in July 2021 we entered an operating lease for office space in Wyckoff, New Jersey (the “Wyckoff Lease”), and in September 2021 we acquired an operating lease for office space in Haverford, Pennsylvania (the “Haverford Lease”) in connection with the MPower acquisition (See NOTE 12).

At commencement of the Eatontown Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $110,097. We have the option to extend the three-year lease term of the Eatontown Lease for a period of one year. In addition, we are obligated to pay twelve monthly installments to cover an annual utility charge of $1.75 per rentable square foot for electric usage within the demised premises. As the lessor has the right to digitally meter and charge us accordingly, these payments were deemed variable and will be expensed as incurred. During the nine months ended September 30, 2022 the variable lease costs amounted to $1,940.

At

commencement of the Kaysville Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $21,147. On September 30, 2020, the Kaysville Lease expired and as of October 1, 2020, the Company began leasing the property located in Kaysville on a month-to-month basis.

At

commencement of the Conroe Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $174,574. We have the option to extend the 24-month term of the Conroe Lease for three additional terms of 24 months.

At

commencement of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $22,034. The term of the Wyckoff Lease is 24.5 months.

At date of acquisition of the Haverford lease, right-of-use assets and lease liabilities obtained amounted to $125,522 and $152,961, respectively. The term of the Haverford lease expires on December 31, 2022.

Operating

lease expense was $180,927 for the nine months ended September 30, 2022. Operating cash flows used for the operating leases during the nine months ended September 30, 2022 was $204,345. As of September 30, 2022, the weighted average remaining lease term was 0.62 years and the weighted average discount rate was 12%.

Future minimum lease payments under non-cancellable leases as of September 30, 2022 were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES

Remainder<br> of 2022 $ 58,875
2023 57,045
Total 115,920
Less:<br> Interest (3,645 )
Present<br> value of lease liability 112,275
Operating<br> lease liability, current [1] (112,275 )
Operating<br> lease liability, long term $ -
[1] Represents lease payments to be made in the next 12 months.
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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(Unaudited)

NOTE

9 – STOCKHOLDERS’ EQUITY (DEFICIT)

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. Our Series B Preferred Stockholders are entitled to 500 votes per share and are entitled to receive cumulative dividends at the annual rate of 13% per annum of the stated value, equal to $3.25 per annum per share. 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 a security offering to sell a total of 2,000,000 units at $25 per unit (“Unit Offering”), such that each unit consisted of: (i) one share of our newly authorized Series B Preferred Stock and (ii) five warrants each exercisable to purchase one share of common stock at an exercise price of $0.10 per warrant share. Each Warrant offered is immediately exercisable on the date of issuance, will expire 5 years from the date of issuance, and its value has been classified as a fair value liability due to the terms of the instrument (see NOTE 7).

During

the nine months ended September 30, 2021, we sold 196,638 units for a total of $4,915,950: 145,622 units for cash proceeds of $3,640,550, 1,598 units for bitcoin proceeds of $39,950, and 49,418 units for debt of $1,235,450. In conjunction with the sale of the units we issued 196,638 shares of Series B Preferred Stock and granted 983,190 warrants during the period.

As

of September 30, 2022 and December 31, 2021, we had 252,192 shares of preferred stock issued and outstanding.

PreferredStock Dividends

During

the nine months ended September 30, 2022, we recorded $614,505 for the cumulative cash dividends due to the shareholders of our Series B Preferred Stock. We made payments of $470,563 in cash and issued $129,817 worth of cryptocurrency to reduce the amounts owed. As a result, we recorded $233,830 as a dividend liability on our balance sheet as of September 30, 2022.

CommonStock

During

the nine months ended September 30, 2022, we cancelled 219,833,334 shares that had been issued but were forfeited by choice or as a result of certain forfeiture conditions (see NOTE 5). As a result, we decreased common stock by $219,834, and increased additional paid in capital by the same. As of the date of this filing, 33,333,333 shares of common stock forfeited during the nine-month period ended December 31, 2021 had not yet been physically cancelled due to administrative delays. All forfeited shares have been deemed cancelled as of June 30, 2022. Also, during the nine months ended September 30, 2022, we repurchased 43,101,939 shares from members of our then Board of Directors in exchange for cash of $1,724,008 to pay for tax withholdings (see NOTE 5).

During

the nine months ended September 30, 2021, we cancelled 255,000,000 shares that had been issued but were subject to certain forfeiture conditions. As a result of the forfeiture, we decreased common stock by $255,000 and increased additional paid in capital by the same. Also, during the nine months ended September 30, 2021, we issued 11,500,000 shares of common stock for services and compensation and recognized a total of $989,391 in stock-based compensation based on grant date fair values and vesting terms of the awards granted in the current and prior periods. We also issued 82,640 shares of common stock as a result of warrants exercised, resulting in proceeds of $8,264, and we recorded 6,666,666 shares as forfeited as a result of our CAO returning the shares to the Company prior to their vesting date.

As

of September 30, 2022 and December 31, 2021, we had 2,641,275,489 and 2,904,210,762 shares of common stock issued and outstanding, respectively.

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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(Unaudited)

Options

During the nine months ended September 30, 2022, we undertook to restructure unvested incentive equity awards previously granted to our senior leadership team. The Company’s senior management team and board of directors unanimously agreed to surrender and terminate an aggregate of 68,533,334 outstanding unvested restricted shares and 218,500,000 ungranted shares in exchange for the issuance of options to purchase 360,416,665 shares, vesting in equal amounts over a five-year period, at an exercise price of $0.05 per share. The third-party valuation firm we engaged to value these options utilized the Black Scholes Model to value these options and the expense related to these options is being recognized over their vesting terms. Total stock compensation expense related to the options for the nine months ended September 30, 2022, was $1,384,210.

Warrants

Transactions involving our warrants are summarized as follows:

SUMMARY OF WARRANTS ISSUED

Weighted
Number<br> of Average
Shares Exercise<br> Price
Warrants<br> outstanding at December 31, 2021 1,178,320 $ 0.10
Granted - $ -
Canceled/Expired - $ -
Exercised - $ -
Warrants<br> outstanding at September 30, 2022 1,178,320 $ 0.10

Details of our warrants outstanding as of September 30, 2022, is as follows:

SUMMARY OF WARRANTS OUTSTANDING

Exercise<br> Price Warrants<br> Outstanding Warrants<br> Exercisable Weighted<br> Average<br><br> Contractual Life (Years)
$ 0.10 1,178,320 1,178,320 3.40

ClassB Units of Investview Financial Group Holdings, LLC

As

of September 30, 2022, and December 31, 2021, 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 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 (see NOTE 12). The Class B Redeemable Units have no voting rights but can be exchanged at any time, within 5 years from the date of issuance, for 565,000,000 shares of our common stock on a one-for-one basis and are subject to significant restrictions upon resale through 2025 under the terms of a lock up agreement entered into as part of the purchase agreement.

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

10 – COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we may be, or have been, involved in legal proceedings. During the nine months ended September 30, 2022, we were not involved in any material legal proceedings, however, during November 2021 we received a subpoena from the United States Securities and Exchange Commission (“SEC”) for the production of documents. We have reason to believe that the focus of the SEC’s inquiry involves whether certain federal securities laws were violated in connection with, among other things, the offer and sale of cryptocurrency products and the operation of our subscription-based multi-level marketing business now known as iGenius. In the subpoena, the SEC advised that the investigation does not mean that the SEC has concluded that we or anyone else has violated federal securities laws and or any other law. We believe that we have complied at all times with the federal securities laws. However, we are aware of the evolving SEC commentary and rulemaking process relative to the characterization of cryptocurrency products under federal securities laws that is sweeping through a large number of businesses that operate within the cryptocurrency sector. We intend to cooperate fully with the SEC’s investigation and will continue to work with outside counsel to review the matter.

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NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS

OF SEPTEMBER 30, 2022

(Unaudited)

We generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with a third-party supplier, certain of which, until January 2022, included a product protection option provided by a third-party provider. According to marketing and legal documents provided by such third-party provider, the product protection would allow the purchaser to protect its initial purchase price by obtaining 50% of its purchase price at five years or 100% of its purchase price at ten years. In January 2022, we suspended any further offering of the product protection option in the cryptocurrency packages after the third-party provider was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality entitlements. That suspension will remain in place until we are able to further validate the continued integrity of the product protection and the vendor’s ability to honor its commitments to our members.

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

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, 2022. 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.

NOTE

11 – INCOME TAXES

For the periods ended September 30, 2022, and September 30, 2021, 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, 2022, was $362,563 and $1,004,308, respectively, resulting in an effective tax rate of (623.9%) and 35.1%, respectively. Provision for income taxes for the three and nine months ended September 30, 2021, was $758 and $146,950, respectively, resulting in an effective tax rate of (0.002%) and (0.50%), 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

12 – ACQUISITION & NONCONTROLLING INTEREST IN SUBSIDIARY

On

March 22, 2021, we entered into a Securities Purchase Agreement to purchase the operating assets and intellectual property rights of MPower, a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members, in exchange for 565,000,000 nonvoting Class B Units of Investview Financial Group Holdings, LLC (“Units”). This acquisition closed on September 3, 2021, and we acquired an office lease, furniture and fixtures, and Prodigio, a proprietary software-based trading platform with applications in the brokerage industry. The Units can be exchanged at any time, within 5 years from the date of issuance, for 565,000,000 shares of our common stock on a one-for-one basis and are subject to a 44 month lock up period. The “fair value” of the consideration, as determined for our accounting purposes, at the if-converted market value of the 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

Company determined that as of the date of the acquisition, the fair value of the Prodigio Trading Platform software was $7.2 million. The difference between the value of the software asset and the consideration issued was driven by an increase in the valuation of the Class B Units between the execution of the original Securities Purchase Agreement in March 2021 which set the number of units to be issued as consideration and the closing of the transaction in September 2021, as well as the software’s lack of revenue generation and a readily available path to monetization through synergies with a broker-dealer partner. Accordingly, the Company recorded a non-cash loss on acquisition of $51.6 million as illustrated below.

SCHEDULE

OF ASSETS ACQUISITION

Purchase<br> price (fair value of Units) $ 58,859,440
Intangible<br> asset (Prodigio software) 7,240,000
Loss<br> on asset acquisition $ 51,619,440

NOTE

13 – SUBSEQUENT EVENTS

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

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

BusinessOverview

We operate a financial technology (FinTech) services company in several different businesses. We deliver multiple products and services through a direct selling network, also known as multi-level marketing, of independent distributors that offer our products and services through a subscription-based revenue model to our distributors, as well as by our distributors to a large base of customers that we refer to as “members”. Through this business, we provide research, education, and investment tools designed to assist the self-directed investor in successfully navigating the financial markets. These services include research and education regarding equities, options, FOREX, ETFs, binary options, and cryptocurrency. In addition to research and education, we also offer full education and software applications to assist the individual in debt reduction, increased savings, budgeting, and proper tax management. Each product subscription includes a core set of trading tools and research along with the personal finance management suite to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. In addition to our education subscriptions, through a distribution arrangement we have with a third party, we have provided our members with an opportunity to purchase through such third party, a specialty form of adaptive digital currency called “ndau”. Through our direct selling model, we compensate our distributors with commissions under a standard bonus plan that allows for discretionary bonuses based on performance.

We also operate a blockchain technology business that provides leading-edge research, development, and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. As well, in order to, among other things, commercialize on the proprietary trading platform we recently acquired from MPower Trading Systems, LLC (“MPower”), take advantage of the market’s increasing acceptance and expansion of the ownership and use of digital currencies as an investable asset class, subject to applicable regulatory limitations, and to proactively respond to increasing regulatory scrutiny relative to cryptocurrency products, we have adopted a growth plan that contemplates the establishment of a suite of financial service businesses that would offer, among others, self-directed brokerage services, institutional trade execution services, innovative advisory services (RIA, CTA), and codeless algorithmic trading technologies. It was our expectation to develop these businesses over time, starting with the acquisition of a broker-dealer that could serve as a platform for growth. Towards that end, in March 2021 we entered into an agreement to acquire a brokerage firm from an affiliate of the former Chief Executive Officer of the Company. However, having been unable to secure the requisite FINRA approval by the expiration of that agreement, we terminated the transaction on June 14, 2022, and commenced a search for alternative acquisitions within the brokerage industry. Further, until we are able to start this business, we recently elected to winddown the registration of a dormant investment advisor and commodity trading advisor we own as we concluded there to be no material benefit to retaining an interest in these regulated businesses until we are able to launch our broader-based financial services model.

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Resultsof Operations

ThreeMonths Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Revenues

Three<br> Months Ended September 30, Increase
2022 2021 (Decrease)
(unaudited) (unaudited)
Subscription<br> revenue, net of refunds, incentives, credits, and chargebacks $ 11,823,581 $ 14,034,214 $ (2,210,633 )
Mining<br> revenue 2,777,634 8,338,759 (5,561,125 )
Cryptocurrency<br> revenue 351,433 998,127 (646,694 )
Miner<br> repair revenue 43,511 - 43,511
Digital<br> wallet revenue - - -
Total<br> revenue, net $ 14,996,159 $ 23,371,100 $ (8,374,941 )

Revenue, net, decreased $8,374,941, or 36%, from $23,371,100 for the three months ended September 30, 2021, to $14,996,159 for the three months ended September 30, 2022. The decrease can be explained by $2.2 million, $5.6 million and $647 thousand decreases in our subscription revenue, mining revenue, and cryptocurrency revenue, respectively, offset by a $44 thousand increase in our miner repair revenue. The $2.2 million (16%) decrease in subscription revenue was due to negative market sentiment in the cryptocurrency markets resulting in decreased membership; the $5.6 million (67%) decrease in mining revenue was a result of the decrease in the value of Bitcoin and an increase in the Bitcoin mining difficulty levels, as well as, older and less efficient Bitcoin mining equipment taken offline for analysis and repairs during the period; and the $647 thousand decrease in cryptocurrency revenue was due to an overall decrease in the number of sales of NDAU packages.

Operating Costs and Expenses

Three<br> Months Ended September 30, Increase
2022 2021 (Decrease)
(unaudited) (unaudited)
Cost<br> of sales and service $ 2,144,733 $ 2,101,490 $ 43,243
Commissions 6,551,195 9,934,991 (3,383,796 )
Selling<br> and marketing 17,874 26,484 (8,610 )
Salary<br> and related 2,359,225 1,153,402 1,205,823
Professional<br> fees 601,367 132,778 468,589
Impairment<br> expense 625 140,233 (139,608 )
Loss<br> (gain) on disposal of assets (118,041 ) - (118,041 )
General<br> and administrative 2,916,167 54,097,580 (51,181,413 )
Total<br> operating costs and expenses $ 14,473,145 $ 67,586,958 $ (53,113,813 )

Operating costs decreased $53,113,813, or 79%, from $67,586,958 for the three months ended September 30, 2021, to $14,473,145 for the three months ended September 30, 2022. $51,619,440 of that decrease was attributable to a non-recurring and non-cash charge arising in the three months ended September 30, 2021, from the manner in which the acquisition of the Prodigio Smart Trading Platform, as well as the other operating assets and intellectual property rights of MPower, was accounted for on our financial statements. After removing the charge relating to the September 3, 2021 transaction with MPower, the remaining decrease of $1,494,373 can be explained by a decrease in commissions of $3.4 million, which was a result of decreases in our subscription and cryptocurrency revenue, offset by an increase in salary and related costs of $1.2 million due to the recognition of stock based compensation during the period, an increase in professional fees of $469 thousand due to increased legal and consulting expenses, and an increase in general and administrative costs of $438 thousand which was mainly driven by increased depreciation, as we continue to purchase and deploy additional mining equipment over time.

Other Income and Expenses

Three<br> Months Ended September 30,
2022 2021 Change
(unaudited) (unaudited)
Gain<br> (loss) on debt extinguishment $ - $ 21,349 $ (21,349 )
Gain<br> (loss) on fair value of derivative liability 2,319 47,017 (44,698 )
Realized<br> gain (loss) on cryptocurrency (318,000 ) 1,651,024 (1,969,024 )
Interest<br> expense (4,726 ) (6,000 ) 1,274
Interest<br> expense, related parties (310,595 ) (763,791 ) 453,196
Other<br> income (expense) 49,872 22,168 27,704
Total<br> other income (expense) $ (581,130 ) $ 971,767 $ (1,552,897 )

We recorded other expense of $581,130 for the three months ended September 30, 2022, which was a difference of $1,552,897, or 160%, from the prior period other income of $971,767. The change is due to a realized loss recorded on cryptocurrency in the current period of $318 thousand compared to a realized gain of $1.7 million in the prior period, offset by a decrease in related party interest expense recorded in the current period versus the prior period ($311 thousand for the three months ended September 30, 2022 compared to $764 thousand for the three months ended September 30, 2021).

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NineMonths Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Revenues

Nine<br> Months Ended September 30, Increase
2022 2021 (Decrease)
(unaudited) (unaudited)
Subscription<br> revenue, net of refunds, incentives, credits, and chargebacks $ 36,658,790 $ 32,833,628 $ 3,825,162
Mining<br> revenue 9,412,751 25,047,680 (15,634,929 )
Cryptocurrency<br> revenue 1,308,809 8,168,295 (6,859,486 )
Miner<br> repair revenue 123,621 - 123,621
Digital<br> wallet revenue 5,868 - 5,868
Fee<br> revenue - 2,032 (2,032 )
Total<br> revenue, net $ 47,509,839 $ 66,051,635 $ (18,541,796 )

Revenue, net, decreased $18,541,796, or 28%, from $66,051,635 for the nine months ended September 30, 2021, to $47,509,839 for the nine months ended September 30, 2022. The decrease can be explained by $15.6 million and $6.9 million decreases in our mining revenue and cryptocurrency revenue, respectively, offset by a $3.8 million increase in our net subscription revenue. The $3.8 million (12%) increase in subscription revenue was due to significant product enhancements and expansion into new markets globally, partially offset by negative market sentiment, mainly in the cryptocurrency markets; the $15.6 million (62%) decrease in mining revenue was a result of the decrease in the value of Bitcoin and an increase in the Bitcoin mining difficulty levels, as well as, older and less efficient Bitcoin mining equipment taken offline for analysis and repairs during the period; and the $6.9 million decrease in cryptocurrency revenue was due to an overall decrease in the number of sales of NDAU packages.

Operating Costs and Expenses

Nine<br> Months Ended September 30, Increase
2022 2021 (Decrease)
(unaudited) (unaudited)
Cost<br> of sales and service $ 5,873,214 $ 7,186,149 $ (1,312,935 )
Commissions 20,380,676 23,802,291 (3,421,615 )
Selling<br> and marketing 53,139 93,984 (40,845 )
Salary<br> and related 5,215,833 3,715,868 1,499,965
Professional<br> fees 2,350,687 1,445,143 905,544
Impairment<br> expense 7,008 674,671 (667,663 )
Loss<br> (gain) on disposal of assets (389,550 ) - (389,550 )
General<br> and administrative 7,611,867 57,961,461 (50,349,594 )
Total<br> operating costs and expenses $ 41,102,874 $ 94,879,567 $ (53,776,693 )

Operating costs decreased $53,776,693, or 57%, from $94,879,567 for the nine months ended September 30, 2021, to $41,102,874 for the nine months ended September 30, 2022. $51,619,440 of that decrease was attributable to a non-recurring and non-cash charge arising in the nine months ended September 30, 2021, from the manner in which the acquisition of the Prodigio Smart Trading Platform, as well as the other operating assets and intellectual property rights of MPower, was accounted for on our financial statements. After removing the charge relating to the September 3, 2021 transaction with MPower, the remaining decrease of $2,157,253 can be explained by a decrease in our cost of sales and services of $1.3 million due to the relocation of our miners and a related decrease in our mining costs that included hosting, electrical and power costs, a decrease in commissions of $3.4 million mainly due to lower cryptocurrency sales, and a decrease in impairment expense of $668 thousand where in the prior period we wrote-off a significant amount of intangible assets as a result of recoverability issues, with only a $7 thousand write-off of fixed assets occurring in the current period. These decreases were offset by an increase in salary and related costs of $1.5 million as a result of stock-based compensation recognized during the period and by an increase in professional fees of $906 thousand due to higher legal and consulting fees, and an increase in general and administrative costs of $1.3 million which was mainly driven by depreciation, as we purchased and deployed additional mining equipment during the current period.

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Other Income and Expenses

Nine<br> Months Ended September 30,
2022 2021 Change
(unaudited) (unaudited)
Gain<br> (loss) on debt extinguishment $ 455 $ 433,152 $ (432,697 )
Gain<br> (loss) on fair value of derivative liability 40,155 98,928 (58,733 )
Realized<br> gain (loss) on cryptocurrency (1,338,597 ) 892,266 (2,230,863 )
Interest<br> expense (14,024 ) (17,803 ) 3,779
Interest<br> expense, related parties (2,339,729 ) (1,897,557 ) (442,172 )
Other<br> income (expense) 107,725 (64,734 ) 172,459 )
Total<br> other income (expense) $ (3,544,015 ) $ (555,748 ) $ (2,988,267 )

We recorded other expense of $3,544,015 for the nine months ended September 30, 2022, which was a difference of $2,988,267, or 538%, from the prior period other expense of $555,748. The change is due to a minimal gain on debt extinguishment recorded in the current period compared to a gain of $433 thousand recorded in the prior period, a realized loss recorded on cryptocurrency in the current period of $1.3 million compared to a realized gain of $892 thousand in the prior period, and more related party interest expense recorded in current period versus the prior period ($2.3 million for the nine months ended September 30, 2022 compared to $1.9 million for the nine months ended September 30, 2021). Amounts recorded in related party interest expense included the amortization of debt discounts, which was being recognized over the term of the debt, however, during the nine months ended September 30, 2022 we repaid two of our related party notes early, which resulted in the recognition of $1.2 million of the amortization of the related debt discount amounts into interest.

Liquidityand Capital Resources

During the nine months ended September 30, 2022, we recorded net income of $1,858,642 and generated $7,334,474 in cash through our operating activities. We used this cash, as well as other cash on hand, to fund operations, fund the purchase of $15,265,360 worth of fixed assets, to repay $2,718,142 worth of related party payable, and to repurchase shares for $1,724,008. As a result, our cash, cash equivalents, and restricted cash decreased by $12,528,341 to $20,088,565 as compared to $32,616,906 at the beginning of the fiscal year. As of September 30, 2022, our current assets exceeded our current liabilities to result in working capital of $14,565,190. We believe we will have sufficient resources, including cash flow from operations and access to capital markets, to meet debt service obligations in a timely manner and be able to meet our short-term business objectives.

CriticalAccounting Policies

Basis of Presentation

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

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

Principles of Consolidation

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

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Use of Estimates

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

Revenue Recognition

SubscriptionRevenue

Most of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a designated trial period to first time subscription customers, during which a full refund can be requested if a customer does not wish to continue with the subscription. Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of September 30, 2022 and December 31, 2021 our deferred revenues were $2,046,443 and $3,288,443, respectively.

MiningRevenue

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

CryptocurrencyRevenue

We generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with a third-party supplier with whom our Chairman is affiliated (see Note 5-Related Party Transactions). The various packages include different amounts of coin with differing rates of returns and terms and, in some cases prior to January 2022, included a product protection option that allows the purchaser to protect their initial purchase price. In January 2022, we suspended any further offering of the product protection option after the third-party provider of that protection package was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality entitlements. That suspension will remain in place until we are able to further validate the continued integrity of the product protection and the vendor’s ability to honor its commitments to our members.

We recognize cryptocurrency revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-parties to provide coin and protection (if applicable) to our customers and payment is received from our customers at the time of order placement. All customers are given two weeks to request a refund, therefore we record a customer advance on our balance sheet upon receipt of payment. After the two weeks have passed from order placement, we request our third-party suppliers to deliver coin and protection (if applicable), at which time we recognize revenue and the amounts due to our suppliers on our books. As of September 30, 2022 and December 31, 2021 our customer advances related to cryptocurrency revenue were $142,070 and $75,702, respectively.

FeeRevenue

We generate minimal fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we receive payment for such advisory fees in the month following recognition. However, since these businesses were largely dormant, during 2022, we elected to winddown and withdraw the SAFE Management state and NFA registrations, as we concluded there to be no material benefit to retaining an interest in these regulated businesses until we are able to launch our broader-based financial services model.

MinerRepair Revenue

Through our wholly owned subsidiary, SAFETek, LLC, we repair broken mining equipment for sale to third-party customers. We recognize miner repair revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver the promised goods to our customers.

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DigitalWallet Revenue

We generate revenue from the sale of digital wallets to our customers through an arrangement with a third-party supplier. We offer three tiers of wallets which include different features. The digital wallets are delivered by a third-party supplier.

We recognize digital wallet revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-parties to provide the wallet to our customers and payment is received from our customers at the time of order placement.

Revenue generated for the nine months ended September 30, 2022, is as follows:

Subscription<br><br> Revenue Cryptocurrency<br><br> Revenue Mining<br><br> Revenue Miner<br><br> Repair<br><br> Revenue Digital<br><br> Wallet<br><br> Revenue Total
Gross<br> billings/receipts $ 39,087,141 $ 2,548,316 $ 9,412,751 $ 123,621 $ 7,157 $ 51,178,986
Refunds,<br> incentives, credits, and chargebacks (2,428,351 ) - - - - (2,428,351 )
Amounts<br> paid to providers - (1,239,507 ) - - (1,289 ) (1,240,796 )
Net<br> revenue $ 36,658,790 $ 1,308,809 $ 9,412,751 $ 123,621 $ 5,868 $ 47,509,839

For the nine months ended September 30, 2022 foreign and domestic revenues were approximately $32.2 million and $15.3 million, respectively.

Revenue generated for the nine months ended September 30, 2021, is as follows:

Subscription<br><br> Revenue Cryptocurrency<br><br> Revenue Mining<br><br> Revenue Fee<br><br> Revenue Total
Gross<br> billings/receipts $ 34,843,588 $ 20,082,329 $ 25,047,680 $ 2,032 $ 79,975,629
Refunds,<br> incentives, credits, and chargebacks (2,009,960 ) - - - (2,009,960 )
Amounts<br> paid to providers - (11,914,034 ) - - (11,914,034 )
Net<br> revenue $ 32,833,628 $ 8,168,295 $ 25,047,680 $ 2,032 $ 66,051,635

For the nine months ended September 30, 2021 foreign and domestic revenues were approximately $33.1 million and $33.0 million, respectively.

Revenue generated for the three months ended September 30, 2022, is as follows:

Subscription<br><br> Revenue Cryptocurrency<br><br> Revenue Mining<br><br> Revenue Miner<br><br> Repair<br><br> Revenue Digital<br><br> Wallet<br><br> Revenue Total
Gross<br> billings/receipts $ 12,638,375 $ 673,933 $ 2,777,634 $ 43,511 $ - $ 16,133,454
Refunds,<br> incentives, credits, and chargebacks (814,794 ) - - - - (814,794 )
Amounts<br> paid to providers - (322,500 ) - - - (322,500 )
Net<br> revenue $ 11,823,581 $ 351,433 $ 2,777,634 $ 43,511 $ - $ 14,996,159

For the three months ended September 30, 2022 foreign and domestic revenues were approximately $10.3 million and $4.7 million, respectively.

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

Subscription<br> <br>Revenue Cryptocurrency<br><br> Revenue Mining<br><br> Revenue Fee<br> <br><br> Revenue Total
Gross<br> billings/receipts $ 14,904,004 $ 2,329,566 $ 8,338,759 $ - $ 25,572,329
Refunds,<br> incentives, credits, and chargebacks (869,790 ) - - - (869,790 )
Amounts<br> paid to providers - (1,331,439 ) - - (1,331,439 )
Net<br> revenue $ 14,034,214 $ 998,127 $ 8,338,759 $ - $ 23,371,100

For the three months ended September 30, 2021 foreign and domestic revenues were approximately $13.6 million and $9.8 million, respectively.

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RecentlyIssued Accounting Pronouncements

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

Off-BalanceSheet Arrangements

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

ITEM

3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM

4 – CONTROLS AND PROCEDURES

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, 2022, 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

From time to time, the Company and our operating subsidiaries are involved in claims, proceedings and litigation, and subject to certain material risk factors, including those matters set forth in Item 3 of our Annual Report on Form 10-KT for the nine months ended December 31, 2021, as well as in any other reports filed by us with the Securities and Exchange Commission.

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ITEM

1.A – RISK FACTORS

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-KT for the nine months ended December 31, 2021, as updated within our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

ITEM

2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM

3 – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM

4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM

5 – OTHER INFORMATION

None.

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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.
--- ---
*** 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.
--- --- 
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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 14, 2022 By: /s/ Victor M. Oviedo
Victor<br> M. Oviedo
Chief<br> Executive Officer
(Principal<br> Executive Officer)
Dated:<br> November 14, 2022 By: /s/ Ralph R. Valvano
Ralph<br> R. Valvano
Chief<br> Financial Officer
(Principal<br> Financial Officer and Accounting Officer) 
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| --- |

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, 2022 of Investview, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:<br> November 14, 2022
/s/ 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, 2022 of Investview, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:<br> November 14, 2022
/s/ 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, 2022, 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 14, 2022

/s/ Victor M. Oviedo
Victor<br> M. Oviedo
Chief Executive Officer (Principal Executive Officer)

Exhibit 32.02

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Investview, Inc. (the “Company”) for the Quarter ended September 30, 2022, 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 14, 2022

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

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