Investview, Inc 10-K for FY2022
Investview, Inc. (INVU)
About this 10-K
Investview, Inc filed this 10-K on March 31, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $61.85M
- Net loss
- $12.94M
- Diluted EPS
- -$0.01
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
FOR
THE FISCAL YEAR ENDED
For the transition period from to .
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Issuer’s
telephone number:
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered pursuant to Section 12(g) of the Act:
| Common Stock, $0.001 Par Value Per Share |
| (Title of Class) |
Indicate
by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
Reporting Company | |
| Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
Indicate
by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes ☐
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter. As of June 30, 2022, the aggregate market value of the issued and outstanding common stock
held by non-affiliates of the registrant, based upon the closing price per share of $0.0298 of the common stock as traded on the OTCQB
was approximately $
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 24, 2023, there were shares of common stock par value $0.001 per share, outstanding.
Documents
incorporated by reference:
INVESTVIEW, INC.
2022 FORM 10-K ANNUAL REPORT
Table of Contents
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
CERTAIN STATEMENTS CONTAINED IN THIS REPORT MAY CONTAIN “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANINGS OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS, WHICH INVOLVE RISKS AND UNCERTAINTIES, REFLECT OUR CURRENT EXPECTATIONS, INTENTIONS, OR STRATEGIES REGARDING OUR POSSIBLE FUTURE RESULTS OF OPERATIONS, PERFORMANCE, AND ACHIEVEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED IN THIS REPORT BY WORDS SUCH AS “ANTICIPATE”, “BELIEVE”, “COULD”, “ESTIMATE”, “EXPECT”, “INTEND”, “PLAN”, “PREDICT”, “PROJECT”, “SHOULD” AND SIMILAR TERMS AND EXPRESSIONS, INCLUDING REFERENCES TO ASSUMPTIONS AND STRATEGIES. THESE STATEMENTS REFLECT OUR CURRENT BELIEFS AND ARE BASED ON INFORMATION CURRENTLY AVAILABLE TO US. ACCORDINGLY, THESE STATEMENTS ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES, AND CONTINGENCIES, WHICH COULD CAUSE OUR ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, SUCH STATEMENTS.
The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
| ● | the continuing impact, if at all, of the COVID-19 pandemic on our business, employees, members, operating results, and ability to obtain additional funding; |
| ● | disruptions in our information technology systems; |
| ● | failure to protect against cybersecurity risks and to maintain the integrity of data; |
| ● | international trade or foreign exchange restrictions, increased tariffs, and foreign currency exchange fluctuations; |
| ● | deterioration of global economic conditions; |
| ● | inability to raise additional capital if needed; |
| ● | expensive and time-consuming legal proceedings; |
| ● | failure to comply with anti-corruption laws; |
| ● | potential for investigatory and enforcement action by the federal and state regulatory authorities; |
| ● | an adverse outcome of any proceedings with the SEC in which we may be involved from time to time; |
| ● | any adverse developments that may arise out of the current investigatory action by the Securities and Exchange Commission (See Item 3. “Legal Proceedings”); |
| ● | volatility of the market price of our common stock; |
| ● | economic, political, foreign exchange, and other risks associated with international operations; |
| ● | failure of new products to gain distributor or market acceptance; |
| ● | noncompliance by our independent distributors with applicable legal requirements or our policies and procedures; |
| ● | failure to directly provide oversight and direction to our independent distributors; |
| ● | inability to retain independent distributors or to attract new independent distributors on an ongoing basis; |
| ● | unexpected tax or other assessments relating to the activity of our independent distributors; |
| ● | government regulations on direct selling activities in our various markets prohibiting or severely restricting our business; |
| ● | a finding that our direct selling program is not in compliance with current or newly adopted laws or regulations in various markets; |
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| ● | the unique industry risks associated with our Bitcoin mining operations that are largely outside of our control and that could have material adverse effects on our business, including, among others: risks associated with the need for significant amounts of low-cost and reliable electricity; changes to laws pertaining to mining or holding Bitcoin; our need for consistent, high-speed, and highly secure Internet connectivity; intense competition for new miners and the necessary infrastructure to support industrial-scale Bitcoin mining operations; cybersecurity risks; increased global Bitcoin network hash rate and difficulty; and competition for a fixed supply of Bitcoin rewards; | |
| ● | inability to make accurate projections about our business and future contingencies as a result of the significant price volatility of Bitcoin and other risks other risks largely outside of our control, such as our suppliers’ inability to perform or timely deliver the new miners, parts, or services we purchase from them; | |
| ● | failure to effectively secure required commercial power, equipment and/or material to implement an air-cooled and/or immersion-cooled Bitcoin mining infrastructure or to realize the benefits we anticipate from our substantial investment in air-cooled Bitcoin mining on the schedule we anticipate, if at all; | |
| ● | inability to manage existing markets, open new international markets, or expand our operations; | |
| ● | potential adverse effects on our business and stock price due to ineffective design and oversight of our internal controls over financial reporting and other processes; | |
| ● | unfavorable publicity on our business or products, particularly associated with the ongoing regulatory matters with the Securities and Exchange Commission and the 2021 termination of our former CEO following the announcement of civil and criminal charges filed against him in connection with his activities unrelated to Investview and its businesses; and | |
| ● | loss of, or inability to attract, build and integrate our management team and other key personnel. |
When considering these forward-looking statements, investors should keep in mind the cautionary statements in this report. Except as required by law, we have no obligation and do not undertake to update or revise any such forward-looking statements to reflect events or circumstances after the date of this report.
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PART I
Item 1. Business
General
Investview, Inc., a Nevada corporation (which we refer to as “we,” “us,” “our,” “Investview,” or the “Company”), operates a financial technology (FinTech) services company, offering several different lines of business, including a Financial Education and Technology business that delivers a series of products and services involving financial education, digital assets and related technology, through a network of independent distributors; and a Blockchain Technology and Crypto Mining Products and Services business including leading-edge research, development and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. In addition, we are planning to create a Brokerage and Financial Markets business within the investment management and brokerage industries by commercializing on a proprietary trading platform we acquired in September 2021.
Business
Financial Education and Technology
Through our wholly-owned subsidiary, iGenius, LLC (“iGenius”), we deliver multiple services and products, both domestically and internationally, through a direct selling network, also known as multi-level marketing, of independent distributors that are offering our products and services through a subscription-based revenue model to a large base of customers that we refer to as “members”. These services and products consist of the offering of research, education, and investment tools designed to assist the self-directed investor in successfully navigating the financial markets, including equities, options, FOREX, ETFs, binary options, and cryptocurrency. We have multiple tiers of membership at varying upfront and monthly subscription costs, which provide members with the ability to select from a range of membership packages to meet their product and service needs and price point. We offer first time members a guarantee of satisfaction, whereby, during the designated trial period (10 days from initial purchase for domestic customers and 14 days from initial purchase for international customers) if the member for any reason is not satisfied with our products or services, the member may request a full refund of their subscription.
Our services include access to our library of educational content, as well as access to live and recorded education sessions, and trade alerts provided by independent market experts who are experienced professionals. In addition to trading tools and research, we also offer access to education and software applications that are designed to assist our members in debt reduction, increased savings, budgeting, and proper tax management. Each product subscription includes a core set of trading tools and research along with the personal finance management suite to provide an individual with access to the information necessary to cultivate and manage his or her finances and investment objectives. In addition to the financial education technology and tools, iGenius members also gain access to a variety of benefits provided through third party partnerships and affinity arrangements, including access to a discounted travel portal, crypto trading software and a digital wallet platform. Further, through a distribution arrangement we have with Oneiro NA, Inc., we have provided our members with an opportunity to purchase through Oneiro a specialty form of adaptive digital currency called “ndau”. Ndau is differentiated from other existing cryptocurrencies by its built-in structures that incentivize stability and potential for growth as well as its more energy efficient algorithm. We have also periodically engaged in the purchase of ndau to hold in our inventory.
We believe that the use of a direct selling distribution network is an effective way to market our products and services for purchase because demand for financial education and other services is strengthened by the ongoing personal contact between members and distributors. In addition, most of our distributors are members and use our products and services themselves, and therefore can provide first-hand testimonials about our products and services, which can serve as a powerful sales tool.
Blockchain Technology and Crypto Mining Products and Services
Through our wholly-owned subsidiary, SAFETek, LLC (“SAFETek”), we operate a Blockchain technology company that provides leading-edge research, development, and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. At our North American and other international locations, SAFETek owns and manages nearly 10,000 next-generation Bitcoin application-specific integrated circuit (“ASIC”) miner machines, with over 99% of such machines being powered by renewable energy sources, mainly hydropower plants and geothermal. Bitcoin mined at our locations is used to pay certain of our expenses, including bonus and commission payments to our U.S. and foreign independent distributors for our iGenius business, or otherwise held for investment purposes. We are also developing new and more efficient ways to mine cryptocurrencies through innovations in hardware, firmware, and additional ways to develop and utilize renewable energy sources. SAFETek operates a round-the-clock Network Operation Center (NOC) to achieve higher efficiency, productivity, and availability of Bitcoin Mining Servers. Through these activities, we aim to increase the hash rate, uptime, profitability, and overall ROI of our crypto currency mining operations.
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Brokerage and Financial Technologies Services
In order to, among other things, commercialize on the proprietary trading platform we recently acquired from MPower Trading Systems, LLC in September 2021, to take advantage of the market’s increasing acceptance and expansion of the ownership and use of digital currencies as an investable asset class (subject to any applicable regulatory limitations) and to proactively respond to increasing regulatory scrutiny relative to cryptocurrency products, we have adopted a growth plan that contemplates the creation of a brokerage and financial markets business. Our growth plan contemplates the acquisition of a registered broker-dealer, and as a complement thereto, to offer a suite of financial services that will include self-directed brokerage services, institutional trade execution services, innovative advisory services (RIA, CTA), and codeless algorithmic trading technologies, which will operate under our recently formed subsidiary, Investview Financial Group Holdings, LLC (“IFGH”).
In contemplation of this expansion plan, in September 2021, we completed the acquisition of the operating assets and intellectual property rights of MPower Trading Systems, LLC, the developer and owner of Prodigio, a proprietary software-based trading platform with applications within the brokerage industry. In March 2021, we also entered into agreements for the acquisition of LevelX, a brokerage firm owned by SSA Technologies LLC, a company that is controlled by Joseph Cammarata, our former chief executive officer (“LevelX”). However, due to certain complications relating to legal proceedings involving Mr. Cammarata, in connection with his activities unrelated to Investview and its businesses, we elected to terminate this agreement during 2022, and continue our search for alternative acquisitions within the brokerage industry.
Apex Tek, LLC
Historically, through our wholly-owned subsidiaries Apex Tek, LLC and SAFETek, we sold high powered data processing equipment, known as the Apex package, to our customers which equipment was then leased back to us for our crypto mining operations. We discontinued sales of the Apex package in June 2020 principally due to supply chain issues related to COVID-19 and implemented a buy-back program whereby we offered to repurchase such equipment and cancel the existing lease, by way of a 48-month promissory note. Through the buy-back program, we repurchased substantially all of the Apex equipment in late 2020. We repaid approximately $3 million and $4 million on account of such promissory notes during the twelve months ended December 31, 2022 and the nine months ended December 31, 2021, respectively, and continue to pay monthly installments under the promissory notes as they become due. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
Sales and Marketing
We market our financial education and technology services and products through a network of independent “distributors” located both within the United States and internationally who market our products and services to customers through direct selling techniques, also known as multi-level marketing, and sponsor other independent distributors who also market our products and services to customers. Our independent distributors are generally members who elect to participate in our distribution program. Approximately 10% of our customers are currently also distributors. We have adopted various policies and procedures to which our independent distributors are expected to adhere. We also provide training. We seek to motivate our independent distributors by offering high quality products and services and providing product support and financial incentives. iGenius distributors are eligible to receive bonuses on sales of new memberships and on upgrades in membership sold to their personally enrolled members. Bonuses for enrollments and upgraded enrollments vary depending on the level of membership that a member is enrolled in. In addition, our distributors are eligible for residual bonuses each time their personally enrolled members renew their subscriptions. We believe that the opportunity for our independent distributors to earn bonuses and commissions contributes significantly to our ability to retain our most active and productive distributors.
We principally market our Blockchain technology and crypto mining products and services through trade shows, business to business marketing and Blockchain supporting relationships.
In the United States, we generally sell our products and services on a cash or credit card basis. We also periodically accept Bitcoin as a form of payment and use it to satisfy liabilities.
Materials and Suppliers
Digital asset mining is dependent on specialized digital asset mining hardware utilizing ASIC chips to solve blocks on blockchains using the 256-bit secure hashing algorithm. Almost all of these miners are produced outside of the United States, mostly in China and Southeast Asia, by a few manufacturers. As the market value of digital assets has increased, the demand for the newest, most efficient miners has also increased, leading to scarcity in the supply, and thereby a resulting increase in the price of miners. While we do our own repairs at our facility in Texas, our mining business is highly dependent upon digital asset mining equipment suppliers providing an adequate supply of new generation digital asset mining machines at economical prices to enable profitable mining by us and by third-party customers intending to purchase our hosting and other solutions. We believe that our relationships with our power suppliers are good and that we have sufficient supply to conduct our business operations as presently contemplated.
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Competition
Our financial education and technology services and products are sold in competition with other companies, some of whom have greater sales volumes and financial resources than we do, and sell brands that are, through advertising and promotions, better known to consumers. We rely on our independent distributors to compete effectively in the direct selling markets, and our ability to attract and retain independent distributors depends on various factors, including the training, support, quality product offerings and financial incentives for the independent distributors.
With respect to our crypto mining business, we operate in a highly competitive environment. The primary drivers of competition are demand for Bitcoin, sufficient capital resources to acquire large quantities of high-quality miners, the ability to secure these miners from a limited number of suppliers on rapid delivery schedules, and the ability to generate the highest productivity. Recently, there has been a significant increase in the number of Bitcoin miners attempting to expand their mining operations at scale. As more Bitcoin miners enter the space, we expect additional pressure on the industry, with greater competition for access to miners and mining infrastructure, which is in limited supply. Data center hosting is also highly competitive in the Bitcoin mining space. Our Bitcoin ASIC miner machines are nearly all powered by renewable energy, which allows us to control our power costs, enabling us to focus on optimizing our mining returns.
Government Regulation
General
We are subject to government regulation in connection with securities laws and regulations applicable to all publicly owned companies as well as laws and regulations applicable to businesses generally. We are also increasingly subject to governmental regulation and legislation specifically targeting Internet companies, such as privacy regulations and taxes adopted at the local, state, national and international levels. Due to the increasing use of the internet, enforcement of existing laws, (such as consumer protection regulations in connection with web-based activities), has become more aggressive, and it is expected that new laws and regulations will continue to be enacted at the local, state, national, and international levels. Such existing and new legislation, alone or combined with increasingly aggressive enforcement of existing laws, could have a material adverse effect on our future operating performance and business.
Distribution Network Model
Our direct selling activities are regulated by the Federal Trade Commission (“FTC”), as well as various federal, state and local governmental agencies in the United States and foreign countries. These laws and regulations are generally intended to prevent fraudulent or deceptive schemes, often referred to as “pyramid” schemes, which compensate participants primarily for recruiting additional participants without sufficient emphasis on providing tangible products and/or services. The laws and regulations governing direct selling are modified from time to time, and, like other direct selling companies, we may be subject from time to time to government investigations related to our direct selling activities. This may require us to make changes to our business model and our sales compensation plan.
Cryptocurrency Mining
Cryptocurrency mining is largely an unregulated activity at both the state and federal level, but government regulation is being actively considered by the United States federal government via a number of agencies and regulatory bodies. Regulations may substantially change in the future and it is presently not possible to know how regulations will apply to or impact our businesses, or when they will be effective. United States and foreign country regulation of cryptocurrency mining is also important and determinative with respect to where we conduct our mining operations.
As the regulatory and legal environment evolves, we may become subject to new laws, such as further regulation by the SEC and other agencies, which may affect our mining and other activities. For additional discussion regarding our belief about the potential risks existing and future regulation pose to our business, see Part I, Item 1A. “Risk Factors” beginning on page 9 of this Annual Report.
Human Capital Resources
As of March 24, 2023, we had 33 employees, of which 29 were full-time and 4 are part-time. None of these employees are covered by a collective bargaining agreement. We have experienced no work stoppages and consider our relations with our employees to be good. We contract with a professional employer organization, or PEO, that administers our human resources, payroll and employee benefits functions for our employees in the United States. Although we recruit and select our workers, each of these workers is also an employee of record of the PEO. As a result, these workers are compensated through the PEO, are governed by the work policies created jointly by us and the PEO and receive their annual wage statements and other payroll or labor related reports from the PEO.
In addition to our employees, our human capital resources also include our independent distributors for our iGenius products and services, who are located worldwide. For information about our independent distributors, see Item 1. Business—”Sales and Marketing.”
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Intellectual Property
We rely on a combination of trade-secret protection and confidentiality and/or license agreements with our employees, distributors, customers, partners, and others to protect our proprietary rights. It is our general practice to enter into confidentiality and invention assignment agreements with all of our employees and independent contractors. Such agreements include a confidentiality undertaking by the employee or independent contractor; ensure that all new intellectual property developed in the course of our relationship with employees or independent contractors is assigned to us; and require the employee or independent contractor to cooperate with us to protect our intellectual property during and after their relationship with us. With respect to our Financial Education and Technology business, the intellectual property that makes our business competitive consists of, among others, the valuable trade secrets, know-how, concepts, methods, techniques and materials used in our business, consisting principally of educational materials, domain names, relationships with strategic vendors and customer lists.
With respect to our cryptocurrency mining business, we actively use specific hardware and software. In certain cases, source code and other software assets may be subject to an open-source license, as much technology development underway in this sector is open source. For these works, we adhere to the terms of any license agreements that may be in place. We do not currently own, and do not have any current plans to seek, any patents in connection with our existing and planned blockchain and cryptocurrency related operations.
With respect to our planned Brokerage and Financial Markets business, in September 2021 we acquired the source code and object code of the operational commercial ready front-end and middle office proprietary Prodigio SMART (Signal Management Automated Real-time Robotic Trading system) Trading Platform, all know-how and other intellectual property necessary, useful and/or used in the software. The acquisition is not expected to be immediately accretive to our results; however, together with our expected expansion into the broker-dealer business, if at all, it is expected to become a fundamental part of an overall strategy to create our Brokerage and Financial Markets business. See Part I, Item 1A. “Risk Factors.”
Corporate History
Investview was formed in the State of Utah on January 30, 1946 under its prior name Uintah Mountain Copper Mining Company. After the commencement and abandonment of several business plans, and after several name changes and change of domicile to Nevada, on March 27, 2012 we adopted our new business model and changed our name to Investview, Inc.
Internet Address
Additional information concerning our business can be found on our website at www.investview.com for the most up-to-date corporate financial information, presentation announcements, transcripts, and archives. Information regarding our products and services offered by our wholly owned subsidiary, iGenius LLC, may be found at www.igeniusglobal.com.Information regarding SAFETek LLC is available at www.safeteksolutions.com. Website links provided may change in the future. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file such material with or furnish it to the Securities and Exchange Commission.
Item 1A. Risk Factors
Investors should carefully consider the following material risk factors as well as all other information set forth or referred to in this report before purchasing shares of our preferred or common stock. Investing in our preferred or common stock involves a high degree of risk. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose all or part of your investment. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely affect our business, financial condition or results of operations. If any of the following events or outcomes actually occur, our business operating results and financial condition would likely suffer. As a result, the trading price of our preferred and/or common stock could decline, and investors may lose all or part of the money paid to purchase our preferred and/or common stock.
Risks Related to our Business Generally
Our operations and financial condition have been adversely impacted by the COVID-19 pandemic and that may continue.
COVID-19 was declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention in March of 2020. Even though the COVID-19 surge appears to be abating and there has been a relaxation of pandemic-related constraints in many markets, we believe that the global spread of COVID-19 has created significant volatility and uncertainty and economic disruption. We believe the extent to which the COVID-19 pandemic, including new surges or COVID-19 variants, or any other pandemic ultimately impacts our business, financial condition, results of operations or cash flows will depend on numerous evolving factors that we may not be able to accurately predict, including, without limitation: the duration and scope of the pandemic; the success in delivering and efficacy of vaccines; governmental, business and individuals’ actions that have been and will be taken in response to the pandemic (including restrictions on travel and transport and workforce pressures); the effect on our suppliers and customers and customer demand for our core products and services; the effect on our sources of supply; the impact of the pandemic on economic activity and actions taken in response; closures of our and our suppliers’ and customers’ offices and facilities; the ability of our customers to pay for our products and services; financial market volatility; commodity prices; and the pace of recovery when the COVID-19 or other pandemic subsides.
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SAFETek LLC suffered supply chain issues and significant delays in establishing mining operations due to the COVID-19 pandemic. The supply chain issues caused the suspension of the APEX sale-leaseback program. In addition, iGenius suffered the loss of all in-person marketing activities while pandemic-related constraints were in place, but we pivoted to on-line marketing and zoom presentations which limited the impact to iGenius’s results from operations.
Loss from operations experienced for the year ended December 31, 2022
During the year ended December 31, 2022, we recorded a net loss of $12,944,944. Even though this was mostly due to our non-cash impairment expense of $14.6 million that had no impact on our cash flow or our liquidity and capital resources, and after excluding the impairment expense, we were able to show net income from operations of $1.7 million and $9.4 million of cash provided by our operating activities, a loss of that magnitude could have an adverse reputational and commercial effect on us, including on our credit rating, banking matters, relationships with vendors, insurers, and credit processors, and other commercial relationships.
We may not be able to fully protect our proprietary rights and we may infringe upon the proprietary rights of others, which could result in costly litigation.
Our future success depends on our ability to protect and preserve the proprietary rights related to our products. We cannot assure that we will be able to prevent third parties from using our intellectual property and technology without our authorization. We also rely on trade secrets, common law trademark rights, and trademark registrations, as well as confidentiality and work for hire, development, assignment, and license agreements with employees, consultants, third-party developers, licensees, and customers. Our protective measures for these intangible assets afford only limited protection from illegal actors and may be flawed or become inadequate with the passage of time.
Policing unauthorized use of our technology is difficult and some foreign laws do not provide the same level of protection as U.S. laws. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trademarks or trade secrets that we may obtain, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and have a material adverse effect on our future operating results.
In recent years, there has been significant litigation in the United States involving intellectual property rights. In particular, there has been an increase in the filing of lawsuits alleging infringement of intellectual property rights, which pressure defendants into entering settlement arrangements quickly to dispose of such lawsuits, regardless of their merits. Other companies or individuals may allege that we infringe on their intellectual property rights. Litigation, particularly in the area of intellectual property rights, is costly and the outcome is inherently uncertain. In the event that we become involved in such a lawsuit in the future and receive an adverse result, we could be liable for substantial damages, and we may be forced to discontinue our use of the intellectual property in question or obtain a license to use those rights or develop non-infringing alternatives.
Climate change, and the regulatory and legislative developments related to climate change, may materially adversely affect our business and financial condition.
The impacts of climate change may materially and adversely impact the cost, production and financial performance of our operations. Further, any impacts to our business and financial condition as a result of climate change are likely to occur over a sustained period of time and are therefore difficult to quantify with any degree of specificity. For example, extreme weather events may result in adverse physical effects on portions of our infrastructure, which could disrupt our supply chain and ultimately our business operations. In addition, disruption of transportation and distribution systems could result in reduced operational efficiency and customer service interruption. Climate related events have the potential to disrupt our business, including the business of our customers, and may cause us to experience higher attrition, losses and additional costs to resume operations.
In addition, a number of governments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response to various climate change interest groups and the potential impact of climate change. Given the significant amount of electrical power required to operate cryptocurrency miners, as well the environmental impact of mining for metals used in the production of mining servers, the cryptocurrency mining industry may become a target for future environmental and energy regulation. Legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Any future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.
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We may accept, disburse, and hold cryptocurrency, which may subject us to exchange risk and additional tax and regulatory requirements.
We periodically accept Bitcoin as a form of payment and use it to satisfy liabilities. Cryptocurrency is not considered legal tender or backed by any government and have experienced significant price volatility, technological glitches, and various law enforcement and regulatory interventions. If we fail to comply with regulations or prohibitions applicable to us, we could face regulatory or other enforcement actions and potential fines and other consequences. We also hold cryptocurrencies directly, subjecting us to exchange rate risk as well as the risk that regulatory or other developments and the recent price volatility may adversely affect the value of the cryptocurrencies we hold. The uncertainties regarding legal and regulatory requirements relating to cryptocurrencies or transactions using cryptocurrencies, as well as potential accounting and tax issues or other requirements relating to cryptocurrencies, could have a material adverse effect on our business.
We might fail to realize the expected benefits and strategic objectives of our recent acquisition of the proprietary Prodigio SMART Trading Platform.
During September 2021, we acquired, among other assets, the proprietary Prodigio SMART Trading Platform in consideration for the issuance of Class B Redeemable Units consisting of non-voting membership interests in our wholly owned subsidiary IFGH that are in the future redeemable for 565,000,000 Investview common shares on a one-for-one basis. While we believe such acquisition is expected to become a fundamental part of an overall strategy to create a Brokerage and Financial Markets business within the investment management and brokerage industries, we might not achieve our expected, or any, return on this investment. If we are unsuccessful at creating this line of business, we may not be able to achieve our planned rates of growth or improve our market share, profitability or competitive position. We can give no assurance that we will ultimately be able to effectively integrate and manage the operations of the Prodigio SMART Trading Platform or any other acquired business or assets.
Creating a Brokerage and Financial Markets business may be difficult to achieve.
The creation of a Brokerage and Financial Markets business relies upon the acquisition of a FINRA-regulated broker-dealer. In March 2021, we entered into an agreement for the acquisition of a brokerage firm controlled by Joseph Cammarata, our former chief executive officer. However, due to complications relating to Mr. Cammarata’s then ongoing legal proceedings, even though unrelated to the Company, we were caused to terminate this agreement during 2022, and continue our search for alternative acquisitions within the brokerage industry. We believe, however, that our ability to manage the regulatory (i.e., FINRA) approval process, and secure the financing necessary to acquire a broker-dealer, may be made more difficult due to a combination of our former association with Mr. Cammarata, since we remain the subject of an SEC inquiry, and since our common shares trade on the less desirable Over-the-Counter marketplace. Failure to achieve this growth objective may limit the scope of our expected growth.
Substantially all of our employees are employed by professional employer organizations.
We contract with a professional employer organization, or PEO, that administers our human resources, payroll and employee benefits functions for our employees in the United States. Although we recruit and select our workers, each of these workers is also an employee of record of the PEO. As a result, these workers are compensated through the PEO, are governed by the work policies created jointly by us and the PEO and receive their annual wage statements and other payroll or labor related reports from the PEO. This relationship permits management to focus on operations and profitability rather than payroll administration, but this relationship also exposes us to some risks. Among other risks, if the PEO fails to adequately withhold or pay employer taxes or to comply with other laws, such as the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act or state and federal anti-discrimination laws, each of which is outside of our control, we would be liable for such violations, and indemnification provisions with the PEO, if applicable, and Company insurance may not be sufficient to insulate us from those liabilities.
Court and administrative proceedings related to matters of employment tax, labor law and other laws applicable to PEO arrangements could distract management from our business and cause us to incur significant expense. If we were held liable for violations by the PEO, such amounts may adversely affect our profitability and could negatively affect our business and results of operations.
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Our business could be negatively affected if the SEC determines that we violated federal securities laws.
During November 2021, we received a subpoena from the United States Securities and Exchange Commission (“SEC”) for the production of documents. We have reason to believe that the focus of the SEC’s inquiry involves whether certain federal securities laws were violated in connection with, among other things, the offer and sale of our now discontinued Apex sale and leaseback program, the operation of our direct selling network now known as iGenius, and the offer and sale of cryptocurrency products. In the subpoena, the SEC advised that the investigation does not mean that the SEC has concluded that we or anyone else has violated federal securities laws and or any other law. We believe that we have complied at all times with the federal securities laws. However, we are aware of the evolving SEC commentary and rulemaking process relative to the characterization of cryptocurrency products under federal securities laws that is sweeping through many businesses that operate within the cryptocurrency sector.
Risks Related to our Financial Education and Technology Business
Our business could be negatively affected by any adverse economic developments in the securities markets or the domestic or international economy in general.
We depend on the interest of individuals in obtaining financial information and securities trading strategies to assist them in making their own investment decisions. Significant downturns in the securities markets or in general economic and political conditions domestically or internationally may cause individuals to be reluctant to make their own investment decisions and thus decrease the demand for our products and services. Significant upturns in the securities markets or in general economic and political conditions domestically or internationally may cause individuals to be less proactive in seeking ways to improve the returns on their trading or investment decisions and, thus, decrease the demand for our products and services.
We may encounter risks relating to security or other system disruptions and failures that could reduce the attractiveness of our websites and that could harm our business and results of operations.
Although we have implemented various security mechanisms, our business is vulnerable to computer viruses, physical or electronic break-ins, and similar disruptions, which could lead to interruptions, delays, or loss of data. For instance, because a portion of our revenue is based on individuals using credit cards to purchase subscriptions over the Internet, our business could be adversely affected by credit card fraud and other electronic break-ins or disruptions. Additionally, our operations depend on our ability to protect systems against damage from fire, earthquakes, power loss, telecommunications failure, and other events beyond our control. Moreover, our website may experience slower response times or other problems for a variety of reasons, including hardware and communication line capacity restraints, software failures, or significant increases in traffic when there have been important business or financial news stories. These strains on our systems could cause customer dissatisfaction and could discourage visitors from becoming paying subscribers. Our websites could experience disruptions or interruptions in service due to the failure or delay in the transmission or receipt of information from us. These types of occurrences could cause users to perceive our website and technology solutions as not functioning properly and cause them to use other methods or services of our competitors. Any disruption resulting from these actions may harm our business and may be expensive to remedy, may not be fully covered by our insurance, could damage our reputation, and discourage new and existing users from using our products and services. Any disruptions could increase costs and make profitability even more difficult to achieve.
We will need to introduce new products and services and enhance existing products and services to remain competitive.
Our future success depends in part on our ability to develop and enhance our products and services. In addition, the adoption of new Internet, networking or telecommunications technologies or other technological changes could require us to incur substantial expenditures to enhance or adapt our services or infrastructure. There are significant technical and financial costs and risks in the development of new or enhanced products and services, including the risk that we might be unable to effectively use new technologies, adapt our services to emerging industry standards, or develop, introduce and market enhanced or new products and services. An inability to develop new products and services, or enhance existing offerings, could have a material adverse effect on our profitability.
We rely on external service providers to perform certain key functions.
We rely on a number of external service providers for certain key technology, processing, service, and support functions. External content providers provide us with crypto mining services, financial information, market news, charts, option and stock quotes, research reports, and other fundamental data that we offer to clients. These service providers face technological and operational risks of their own. Any significant failures by them, including improper use or disclosure of our confidential client, employee, or company information, could cause us to incur losses and could harm our reputation.
We cannot assure that any external service providers will be able to continue to provide these services in an efficient, cost-effective manner or that they will be able to adequately expand their services to meet our needs. An interruption in or the cessation of service by any external service provider as a result of systems failures, capacity constraints, financial constraints or problems, unanticipated trading market closures, or for any other reason, and our inability to make alternative arrangements in a smooth and timely manner, if at all, could have a material adverse effect on our business, results of operations, and financial condition.
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We could face liability and other costs relating to storage and use of personal information about our users.
Users provide us with personal information, including tax identification numbers, which we do not share without the user’s consent. Despite this policy of obtaining consent, however, if third persons were able to penetrate our network security or otherwise misappropriate our users’ personal information, we could be subject to liability, including claims for unauthorized purchases with credit card information, impersonation or other similar fraud claims, and misuses of personal information, such as for unauthorized marketing purposes. New privacy legislation may further increase this type of liability. Furthermore, we could incur additional expenses if additional regulations regarding the use of personal information were introduced or if federal or state agencies were to investigate our privacy practices. We do not store user credit card information and rely upon our merchant processing partners to collect and store this information with the necessary Payment Card Industry Security Standards compliance in place. However, a breach of the merchant’s security standards could create liability for us.
Our business could be negatively affected if we are required to defend allegations of unfair competition and unfair false or deceptive acts or practices in or affecting commerce.
Advertising and marketing of our products in the United States are also subject to regulation by the Federal Trade Commission (“FTC”) under the Federal Trade Commission Act, or FTC Act. Among other things, the FTC Act prohibits unfair methods of competition and unfair false or deceptive acts or practices in or affecting commerce. The FTC Act also makes it illegal to disseminate or cause to be disseminated any false advertisement. The FTC routinely reviews websites to identify questionable advertising claims and practices. Competitors sometimes inform the FTC when they believe other competitors are violating the FTC Act and consumers also notify the FTC of what they believe may be wrongful advertising. The FTC may initiate a nonpublic investigation that focuses on our advertising claims, which usually involves nonpublic, pre-lawsuit, extensive formal discovery. Such an investigation may be lengthy and expensive to defend and result in a publicly disclosed consent decree or settlement agreement. If no settlement can be reached, the FTC may start an administrative proceeding or a federal court lawsuit against us or our principal officers. The FTC often seeks to recover from the defendants, whether in a consent decree or a proceeding, any or all of the following: (i) consumer redress in the form of monetary relief or disgorgement of profits; (ii) significant reporting requirements for several years; and (iii) injunctive relief. In addition, most, if not all, states have statutes prohibiting deceptive and unfair acts and practices. The requirements under these state statutes are similar to those of the FTC Act.
Our business could be negatively affected if we are required to defend allegations that our direct selling activities are fraudulent or deceptive schemes, or against public interest.
Our iGenius products and services are marketed by a network of independent distributors using direct selling methods, commonly known as multi-level marketing programs. Although we believe that our direct sales methods are generally in compliance with applicable legal standards, multi-level marketing programs, in general, have often been the target of regulatory scrutiny by federal, state, and local governmental agencies in the United States and foreign countries, including the FTC. These laws and regulations are generally intended to prevent fraudulent or deceptive schemes, often referred to as “pyramid” schemes, which compensate participants primarily for recruiting additional participants without significant emphasis on product sales. The regulatory requirements concerning multi-level marketing programs do not include “bright line” rules and are inherently fact-based and, thus, we are subject to the risk that these regulations or the enforcement or interpretation of these regulations by regulators or courts can change. The adoption of new regulations, or changes in the interpretations or enforcement of existing regulations, may result in significant compliance costs or require us to change or cease aspects of our network marketing program. In addition, the ambiguity surrounding these regulations can also affect the public perception of our business.
Our independent distributors could fail to comply with applicable legal requirements or our distributor policies and procedures, which could result in claims against us that could harm our business.
Our independent distributors are independent contractors and, accordingly, we are not able to directly provide the same oversight and direction as we could if they were our employees. As a result, we have implemented compliance measures that are designed to train our distributors and attempt to monitor our distributors’ use of marketing materials that are in compliance with FTC and other legal standards. Despite our compliance initiatives we cannot always ensure that our independent distributors will comply with applicable laws or regulations, our distributor policies and procedures, or that such marketing materials or other distributor practices comply with applicable laws, rules, and regulations. It is possible that a court or governmental agency could hold us liable for the actions of our distributors, which could materially harm our business, financial condition, and operating results.
Extensive federal, state, local, and international laws regulate our business, products and direct selling activities. In addition, because we have expanded into foreign countries, our policies and procedures for our independent distributors differ slightly in some countries due to the different legal requirements of each country in which we do business.
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Our proprietary systems may be compromised by hackers.
Our current products and other products and services that we may develop in the future will be based on proprietary software and customer-specific data that we protect by routine measures such as password protection, confidentiality and nondisclosure agreements with employees, and similar measures. Any unauthorized access to our software or data could materially disrupt our business and result in financial loss and damages to our business and reputation.
Our business could be negatively affected if any of the third-party providers of products or services offered through our membership packages default on their obligation to our members.
Through our iGenius membership program and our now discontinued Apex sale and leaseback program, our members have gained access to a variety of benefits provided through third party partnerships and affinity arrangements, including products and services provided by third party investment professionals, access to a proprietary digital currency called “ndau” and a supplemental total protection program offered by a third-party affiliate of a global insurance brokerage firm. We cannot ensure that such third-party providers will comply with their contractual requirements to our members or with applicable laws, rules, and regulations. Any significant failures by them could cause us to incur losses and could harm our reputation.
Included in our now discontinued Apex sale and leaseback program was a total protection plus (“TPP”) program administered and managed by a third-party provider, an affiliate of a global insurance brokerage firm. According to marketing and legal documents provided by the third-party provider, the TPP program would function as a supplemental financial guaranty by providing Apex program customers with protection for the purchase price of such equipment, which could be redeemed by the customer by exercising an option for a cash payout to be paid by the third-party provider after a certain period of time, either 5 or 10 years.
We have also historically offered our iGenius members the opportunity to participate in a TPP program administered and managed by such third-party provider in connection with such members’ purchases of ndau through the Oneiro ndau distribution program. According to marketing and legal documents provided by the third-party provider, the TPP would function to provide a supplemental financial guaranty for the purchase price of the ndau. Customers could redeem such protection by exercising an option for a cash payout to be paid by the third-party provider after 5 or 10 years.
During the fourth calendar quarter of 2021 we temporarily suspended any further offering of the TPP program in connection with the sale of ndau after the third-party provider was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality entitlements. That suspension has remained in place as we have been unable to further validate the continued integrity of the TPP program and the vendor’s ability to honor its commitments to our members. We cannot ensure that such third-party provider will comply with its contractual requirements, which could cause our members to not achieve the level of return on their investments expected, and possibly expose us to claims that could have an adverse effect on our business, financial condition, and operating results.
Risks Related to our Blockchain Technology and Crypto Mining Products and Services
The further development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in us.
Digital assets such as bitcoins, that may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry of which the digital asset networks are prominent, but not unique, parts. The growth of the digital asset industry in general, and the digital asset networks of bitcoin in particular, are subject to a high degree of uncertainty. The factors affecting the further development of the digital asset industry, as well as the digital asset networks, include:
| ● | continued worldwide growth in the adoption and use of bitcoins and other digital assets; | |
| ● | government and quasi-government regulation of bitcoins and other digital assets and their use, or restrictions on or regulation of access to and operation of the digital asset network or similar digital assets systems; | |
| ● | the maintenance and development of the open-source software protocol of the bitcoin network; | |
| ● | changes in consumer demographics and public tastes and preferences; | |
| ● | the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; | |
| ● | general economic conditions and the regulatory environment relating to digital assets; | |
| ● | the impact of regulators focusing on digital assets and digital securities and the costs associated with such regulatory oversight; and | |
| ● | A decline in the popularity or acceptance of the digital asset networks of bitcoin, or similar digital asset systems, could adversely affect an investment in us. |
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Our ability to achieve profitability is largely dependent on the price of Bitcoin and ndau, which has historically been volatile.
Our focus on our Bitcoin mining operations and investment in ndau is largely based on our assumptions regarding the future value of Bitcoin and ndau, which has been subject to significant historical volatility and may be subject to influence from malicious actors, real or perceived scarcity, political, economic, and regulatory conditions, and speculation making its price more volatile or creating “bubble” type risks for the trading price of Bitcoin. Further, unlike traditional stock exchanges, which have listing requirements and vet issuers, requiring them to comply with rigorous listing standards and rules, and which monitor transactions for fraud and other improprieties, markets for Bitcoin, ndau and other cryptocurrencies tend to be underregulated, if they are regulated at all. Less stringent cryptocurrency markets have a higher risk of fraud or manipulation and any lack of oversight or perceived lack of transparency could reduce confidence in the price of Bitcoin, ndau and other cryptocurrencies, which could adversely affect their price.
These factors make it difficult to accurately predict the future market price of Bitcoin and ndau and may also inhibit consumer trust in and market acceptance of cryptocurrencies as a means of exchange, which could limit the future adoption of Bitcoin and ndau and, as a result, our assumptions could prove incorrect. If our assumptions prove incorrect and the future price of Bitcoin is not sufficiently high, our income from our Bitcoin mining operations may not exceed our costs, and our operations may never achieve profitability.
Transaction fees may decrease demand for Bitcoin and prevent expansion.
As the number of Bitcoins currency rewards awarded for solving a block in a blockchain has decreased, transaction fees have increasingly been used to incentivize miners to continue to contribute to the Bitcoin network. However, high Bitcoin transaction fees may slow the adoption of Bitcoin as a means of payment, which may decrease demand for Bitcoin and future prices of Bitcoin may suffer as a result. If Bitcoin prices are not sufficiently high, our mining revenue may not exceed our associated costs, and our results of operations and financial condition may suffer. Further, because the price of shares of our common stock may be linked to the price of Bitcoin, if demand for Bitcoin decreases, causing future Bitcoin prices to decrease, the market price of our securities may be materially and adversely affected, limiting our ability to raise additional capital to fund our strategic growth plans.
Bitcoin is subject to Halving, meaning that the Bitcoin rewarded for solving a block will be reduced in the future and its value may not commensurately adjust to compensate us for such reductions, and the overall supply of Bitcoin is finite.
Bitcoin is subject to Halving, which is the process by which the Bitcoin reward for solving a block is reduced by 50% every 210,000 blocks that are solved. This means that the amount of Bitcoin we (or any other miner) are rewarded for solving a block in the Blockchain is permanently cut in half. For example, the latest Halving having occurred in May 2020, with a revised payout of 6.25 Bitcoin per block solved, down from the previous reward rate of 12.5 Bitcoin per block solved. The next Halving date is in 2024. There can be no assurance that the price of Bitcoin will sufficiently increase to justify the increasingly high costs of mining for Bitcoin given the Halving feature. If a corresponding and proportionate increase in the trading price of these cryptocurrencies does not follow these anticipated Halving events, the revenue we earn from our mining operations would see a corresponding decrease, which would have a material adverse effect on our business and operations. To illustrate, even if the price of Bitcoin remains at its price as of today, all other factors being equal (including the same number of miners and a stable hash rate) our revenue would decrease substantially upon the next Halving.
Further, due to the Halving process, unless the underlying code of the Bitcoin Blockchain is altered (which may be unlikely or difficult given its decentralized nature), the supply of Bitcoin is finite. Once 21 million Bitcoin have been generated by virtue of solving blocks in the Blockchain, the network will stop producing more. Currently, there are approximately 19.0 million Bitcoin in circulation representing about 90% of the total supply of Bitcoin under the current source code. For the foregoing reasons, the Halving feature exposes us to inherent uncertainty and reliance upon the historically volatile price of Bitcoin, rendering an investment in us particularly speculative, especially in the long-term. If the price of Bitcoin does not significantly increase in value, your investment could become worthless.
We are subject to risks associated with our need for significant electrical power.
Our Bitcoin mining operations have required significant amounts of electrical power, and, to the extent we purchase additional miners or acquire new miners which require higher energy inputs, our electricity requirements would grow. If we are unable to continue to obtain sufficient electrical power to operate our miners on a cost-effective basis, we may not realize the anticipated benefits of our significant capital investments in new miners. Even at our current energy usage, there can be no guarantee that our operational costs will not increase in the future. Additionally, our mining operations could be materially adversely affected by prolonged power outages, and we may have to reduce or cease our operations in the event of an extended power outage, or as a result of the unavailability or increased cost of electrical power. If this were to occur, our business and results of operations could be materially and adversely affected, and investors in our securities could be harmed.
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Changing environmental regulation and public energy policy may expose our business to new risks.
If new environmental and energy regulations, policies, and initiatives enacted by federal and Texas regulators are imposed, or if existing regulations are modified, the assumptions we made underlying our plans and strategic initiatives may be inaccurate, and we may incur additional costs to adapt our planned business, if we are able to adapt at all, to such regulations.
In addition, there continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty for our business because the cryptocurrency mining industry, with its high energy demand, may become a target for future environmental and energy regulation. New legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Further, any future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.
Given the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how legislation and regulation will affect our financial condition and results of operations. Further, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.
The compliance costs of responding to new and changing regulation could adversely affect our operations.
We (along with those from whom we purchase electricity) are subject to various federal, state, local, and international environmental laws and regulations, including those relating to the generation, storage, handling, and disposal of hazardous substances and wastes. Certain of these laws and regulations also impose joint and several liability, without regard to fault, for investigation and cleanup costs on current and former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment. Our operations may involve the use of hazardous substances and materials, such as petroleum fuel for emergency generators, as well as batteries, cleaning solutions, and other materials.
Electricity costs could also be affected due to existing or new regulations on greenhouse gas emissions, whether such regulations apply to all consumers of electricity or just to specified uses, such as Bitcoin mining. There has been interest in the U.S. Congress and in the Legislature of the State of Texas in addressing climate change, including through regulation of Bitcoin mining. Past legislative proposals to address climate change include measures ranging from taxes on carbon use or generation to federally imposed limits on greenhouse gas emissions. Further, although Texas has historically sought to maintain some degree of energy independence from the United States as a whole, it is unclear how future legislation and regulation will affect our Texas operations. The course of future legislation and regulation in the United States and in Texas remains difficult to predict, and potential increased costs associated with new legislation or regulation cannot be estimated at this time.
Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects, or operations.
As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as in the U.S., subject the mining, ownership and exchange of cryptocurrencies to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. Ongoing and future regulatory actions could have a material adverse effect on our business, prospects or operations.
Our interactions with a blockchain may expose us to SDN or blocked persons and new legislation or regulation could adversely impact our business or the market for cryptocurrencies.
The Office of Financial Assets Control (“OFAC”) of the U.S. Department of Treasury requires us to comply with its sanction program and not conduct business with persons named on its specially designated nationals (“SDN”) list. However, because of the pseudonymous nature of blockchain transactions we may inadvertently and without our knowledge engage in transactions with persons named on OFAC’s SDN list. Our Company’s policy prohibits any transactions with such SDN individuals, but we may not be adequately capable of determining the ultimate identity of the individual with whom we transact with respect to selling cryptocurrency assets; for example, the use of cryptocurrencies, including Bitcoin, as a potential means of avoiding federally-imposed sanctions, such as those imposed in connection with the Russian invasion of Ukraine. On March 2, 2022, a group of United States Senators sent the Secretary of the United States Treasury Department a letter asking Secretary Yellen to investigate its ability to enforce such sanctions vis-à-vis Bitcoin, and on March 8, 2022, President Biden announced an executive order on cryptocurrencies which seeks to establish a unified federal regulatory regime for cryptocurrencies. We are unable to predict the nature or extent of new and proposed legislation and regulation affecting the cryptocurrency industry, or the potential impact of the use of cryptocurrencies by SDN or other blocked or sanctioned persons, which could have material adverse effects on our business and our industry more broadly. Further, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties as a result of any regulatory enforcement actions, all of which could harm our reputation and affect the value of our common stock.
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Bitcoin and Bitcoin mining, as well as cryptocurrencies generally, may be made illegal in certain jurisdictions, including the ones we operate in, which could adversely affect our business prospects and operations.
Although we do not anticipate any material adverse regulations on Bitcoin mining in our jurisdictions of operation, it is possible that state or federal regulators may seek to impose harsh restrictions or total bans on cryptocurrency mining which may make it impossible for us to do business without relocating our mining operations, which could be very costly and time consuming. Further, although Bitcoin and Bitcoin mining, as well as cryptocurrencies generally, are largely unregulated in most countries (including the United States), regulators in certain jurisdictions may undertake new or intensify existing regulatory actions in the future that could severely restrict the right to mine, acquire, own, hold, sell, or use cryptocurrency or to exchange it for traditional fiat currency such as the United States Dollar. Such restrictions may adversely affect us as the large-scale use of cryptocurrencies as a means of exchange is presently confined to certain regions globally. Such circumstances could have a material adverse effect on us, which could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account, and thus negatively affect the value of our common stock.
Risks Related to Our Common Stock
We may need to raise additional capital to execute on our growth plan. If we are unable to raise additional capital, our business may fail.
Although our current financial resources are sufficient for us to sustain our existing operations, we may be required to raise additional capital to help finance our planned growth within the financial services sector. If we find that we need, but are unable, to obtain adequate additional financing, we may not be able to successfully market and sell our products and our business operations will most likely be discontinued. To secure additional financing, we may need to borrow money or sell more securities. Under these circumstances, we may be unable to secure additional financing on favorable terms or at all. Selling additional stock, either privately or publicly, would dilute the equity interests of our stockholders. If we borrow money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing on terms acceptable to us, we may have to curtail business operations, which would have a material negative effect on operating results and most likely result in a lower stock price.
Our common stock price has been and may continue to be extremely volatile.
Our common stock has closed as low as $0.01 per share and as high as $0.11 per share during the year ended December 31, 2022. We believe this volatility may be caused, in part, by variations in our quarterly operating results, delays in development of our technologies, changes in market valuations of similar companies, and the volume of our stock in the market.
Additionally, in recent years the stock market in general, and the OTC Markets and technology stocks in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price regardless of our operating performance. The historical trading of our common stock is not necessarily an indicator of how it will trade in the future and our trading price as of the date of this report is not necessarily an indicator of what the trading price of our common stock might be in the future.
In the past, class action litigation has often been brought against companies following periods of volatility in the market price of those companies’ common stock. If we become involved in this type of litigation in the future it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on our stock price.
The trading price of shares of our common stock may increase or decrease as does the trading price of Bitcoin and other digital currencies, which subject investors to pricing risks, including “bubble” type risks, and volatility.
Because of our connection with Bitcoin and other digital currencies, the trading prices of our common stock may at times be tied to the trading prices of Bitcoin and such other digital currencies. Specifically, we may experience adverse effects on our stock price when the value of Bitcoin or other digital currencies drops. Furthermore, if the market for Bitcoin or other digital currency company stocks or the stock market in general experiences a loss of investor confidence, the trading price of our stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our common stock could be subject to arbitrary pricing factors that are not necessarily associated with traditional factors that influence stock prices or the value of non-cryptocurrency assets such as revenue, cash flows, profitability, growth prospects or business activity since the value and price, as determined by the investing public, may be influenced by uncertain contingencies such as future anticipated adoption or appreciation in value of cryptocurrencies or Blockchains generally, and other factors over which we have little or no influence or control.
Bitcoin and other cryptocurrency market prices, which have historically been volatile and are impacted by a variety of factors, are determined primarily using data from various exchanges, over-the-counter markets and derivative platforms. Furthermore, such prices may be subject to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Pricing may be the result of, and may continue to result in, speculation regarding future appreciation in the value of cryptocurrencies, or our share price, making their market prices more volatile or creating “bubble” type risks for the trading price of Bitcoin.
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Shares of our common stock may never become eligible for trading on Nasdaq or a national securities exchange.
We cannot assure that we will ever be listed on the Nasdaq Stock Market or on another national securities exchange. Listing on one of the Nasdaq markets or one of the national securities exchanges is subject to a variety of requirements, including minimum trading price and minimum public “float” requirements. There are also continuing eligibility requirements for companies listed on national securities exchanges. If we are unable to satisfy the initial or continuing eligibility requirements of any such market, then our stock may not be listed or could be delisted. This could result in a lower trading price for our common stock and may limit the ability of our stockholders to sell their shares, which could result in a loss of some or all of their investments.
If we fail to file periodic reports with the U.S. Securities and Exchange Commission, our common stock will not be able to be traded on the OTCQB.
Although our common stock trades on the OTCQB, a regular trading market for our common stock may not be sustained in the future. OTC Markets limits quotation on the OTCQB to securities of issuers that are current in their reports filed with the Securities and Exchange Commission. If we fail to remain current in the filing of our reports with the Securities and Exchange Commission, our common stock will not be able to be traded on the OTCQB. We have experienced a limited period within which we failed to remain current in the filing of this Report on Form 10-K. The OTCQB is an inter-dealer market that provides significantly less liquidity than a national securities exchange or automated quotation system.
Because we have no plans to pay dividends on our common stock, stockholders must look solely to appreciation of our common stock to realize a gain on their investments.
We do not anticipate paying any dividends on our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the expansion of our business. Our future dividend policy is within the discretion of our board of directors and will depend upon numerous factors, including our business, financial condition, results of operations, capital requirements, and investment opportunities. Accordingly, stockholders must look solely to appreciation of our common stock to realize a gain on their investment. This appreciation may not occur.
Certain provisions of Nevada law and of our governing documents may inhibit a potential acquisition of our company, and this could negatively impact our stock price.
Nevada corporate law and our governing documents include provisions that could delay, defer, or prevent a change in control of our company or our management. These provisions could discourage information contests and make it more difficult for our stockholders to elect directors and take other corporate actions. As a result, these provisions could limit the price that investors are willing to pay in the future for shares of our common stock. For example:
| ● | without prior stockholder approval, our board of directors has the authority to issue one or more classes of preferred stock with rights senior to those of our common stock and to determine the rights, privileges, and preferences of that preferred stock; |
| ● | there is no cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; and |
| ● | only our board of directors or stockholders holding at least 25% of the outstanding capital stock of the Company can call a special meeting of stockholders. |
Our indemnification of our directors and officers may limit the rights of our stockholders.
While our board of directors and officers are generally accountable to our stockholders and us, the liability of our directors and officers to all parties is limited in certain respects under applicable state law and our articles of incorporation and bylaws, as in effect. Further, we have agreed or may agree to indemnify our directors and officers against liabilities not attributable to certain limited circumstances. This limitation of liability and indemnity may limit rights that our stockholders would otherwise have to seek redress against our directors and officers.
Conversion of existing convertible notes purchased by DBR Capital could cause additional substantial dilution to our stockholders.
Under the terms of its convertible notes, DBR Capital has the right to convert an aggregate of $3.3 million in principal of convertible notes into shares of our common stock at a conversion price of $0.007 per share. Even exclusive of interest that could accrue on these notes, conversion of just the outstanding principal of these notes would result in the issuance to DBR Capital of approximately 471 million additional shares of our common stock. Substantial additional dilution could be experienced by our shareholders should DBR Capital advance and ultimately convert additional notes up to of $7.7 million on or before December 31, 2024.
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Special Governance Rights included within DBR Capital’s investments enable DBR Capital to retain significant control of the Company for the foreseeable future.
In connection with its investment, DBR Capital, LLC, has been accorded certain special governance rights, including the right to appoint four of our seven directors, and to require that certain capital, financial and other material actions of our board of directors be approved by at least one DBR Capital-appointed director, who shall be David B. Rothrock if he is then serving as a director. The special governance rights shall remain in place for so long as DBR Capital holds a convertible note or any of our other securities.
Additional issuances of stock options and warrants, convertible notes, and stock grants will cause additional substantial dilution to our stockholders.
Given our growth plans, and given our current limited cash resources, it is possible that in the future we will need to issue additional warrants, stock grants, and convertible debt to finance our future business operations and acquisitions and strategic relationships. The issuance of additional shares of common stock, the exercise of warrants, and the conversion of debt to stock could cause additional dilution to our stockholders and could have further adverse effects on the market price for our securities or on our ability to obtain future financing. The 2018 increase in our authorized common shares from two billion to ten billion increased the magnitude of this risk substantially.
We may be caused to issue a substantial number of shares of our common stock to our former Chief Executive Officer if our attempts to retire his note in cash are unsuccessful.
We issued a promissory note to our former Chief Executive Officer, Joseph Cammarata, which, following certain modifications, on or about March 30, 2021 was restated in the principal amount of $1,550,000 (the “Cammarata Note”). Although not originally convertible, as per the March 30, 2021 amendment, the Cammarata Note became convertible at $0.02 per share, Thereafter, effective September 21, 2021 and following another modification, the conversion price under the Cammarata Note was reduced to $0.008 per share. During February 2022, we provided 30 days’ notice of our intent to retire and repay the Cammarata Note in cash. Having not timely received a properly executed conversion notice within the proscribed period, and citing certain other damages incurred by us arising from Mr. Cammarata’s ongoing legal proceedings, on or about March 31, 2022, we tendered to Mr. Cammarata cash payment in full for the Cammarata Note. As of the date of this Report, Mr. Cammarata has not accepted our tender of the cash payment, and instead has asserted his entitlement to exercise his right to convert the Cammarata Note into our common shares. Although we believe that our cash tender was appropriate under the terms of the Cammarata Note and otherwise at law, if Mr. Cammarata elects to challenge our cash tender in a court proceeding, and if we are unable to sustain our legal position on the matter, Mr. Cammarata could receive up to approximately 203 million shares of our common stock upon conversion of the Cammarata Note.
The amount of authorized common stock may result in management implementing anti-takeover procedures by issuing new securities.
The proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our board of directors or contemplating a tender offer or other transaction for the combination of our company with another entity. Although, we have no current plans to issue additional stock for this purpose, management could use the additional shares that are now available or that may be available after a possible further recapitalization to resist or frustrate a third-party transaction. Generally, no stockholder approval would be necessary for the issuance of all or any portion of the additional shares of common stock unless required by law or any rules or regulations to which we are subject.
Our stockholders may not recoup all or any portion of their investment upon our dissolution.
In the event of a liquidation, dissolution, or winding-up of our company, whether voluntary or involuntary, our net remaining proceeds and/or assets, after paying all of our debts and liabilities, will be distributed to the holders of common stock on a pro-rata basis. We cannot assure that we will have available assets to pay to the holders of common stock any amounts upon such a liquidation, dissolution, or winding-up of our company. In this event, our stockholders could lose some or all of their investment.
Negative publicity may have an adverse effect on our cash flows, results of operations and financial condition.
Unfavorable publicity on our business or products, particularly associated with the ongoing regulatory matters with the Securities and Exchange Commission and the recent termination of our former CEO following the announcement of civil and criminal charges filed against him in connection with activities unrelated to Investview and its businesses, could negatively impact our reputation, our ability to attract, motivate, and retain members and distributors, and our ability to generate revenue.
Item 1B. Unresolved Staff Comments
None.
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Item 2. Properties
Our corporate headquarters are located at 521 West Lancaster Avenue, Second Floor, Haverford, Pennsylvania 19041 and are being leased under a two-year lease agreement that will expire in December 2024. Our iGenius LLC headquarters are located at 459 North 300 West, #15, Kaysville, Utah 84037 and is on a month-to-month lease. Our SAFETek, LLC headquarters are located at 2925 E Davis Street, Conroe, Texas 77301 and are being leased under a 24-month lease agreement that will expire in June 2023. We lease office space for our CFO and an employee which is located at 386 Main Street, #212, Wyckoff, New Jersey 07481 and is being leased under a 24.5-month lease agreement that will expire in July 2023.
Item 3. Legal Proceedings
In the ordinary course of business, we may be or have been involved in legal proceedings from time to time; however, we do not anticipate that the outcome of such matters and disputes will materially affect our financial statements.
None of our directors, officers, or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
We are not involved in any material legal proceedings, however, during November 2021, we received a subpoena from the United States Securities and Exchange Commission (“SEC”) for the production of documents. We have reason to believe that the focus of the SEC’s inquiry involves whether certain federal securities laws were violated in connection with, among other things, the offer and sale of our now discontinued Apex sale and leaseback program, the operation of our direct selling network now known as iGenius, and the offer and sale of cryptocurrency products. In the subpoena, the SEC advised that the investigation does not mean that the SEC has concluded that we or anyone else has violated federal securities laws and or any other law. We believe that we have complied at all times with the federal securities laws. However, we are aware of the evolving SEC commentary and rulemaking process relative to the characterization of cryptocurrency products under federal securities laws that is sweeping through a large number of businesses that operate within the cryptocurrency sector. We have cooperated fully with the SEC’s investigation and will continue to work with outside counsel to review the matter.
Item 4. Mine Safety Disclosure
Not applicable
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is traded on the OTCQB under the symbol “INVU.”
As of March 24, 2023, we had approximately 730 stockholders of record of our common stock and 2,636,275,719 shares of common stock issued and outstanding.
Dividends
Holders of shares of common stock are entitled to share pro rata in dividends and distributions for the common stock when, as, and if declared by the board of directors out of funds legally available therefor. We have not paid any dividends on our common stock and intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy is subject to the discretion of the board of directors and will depend upon a number of factors, including future revenues, capital requirements, overall financial condition, and such other factors as our board of directors deems relevant.
Recent Sales of Unregistered Securities
None
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as noted by use of the words “believe,” “expect,” “plan,” “project,” “estimate,” and similar expressions are used, they identify forward-looking statements. These forward-looking statements are based on management’s current beliefs and assumptions and information currently available to management, and involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Information concerning factors that could cause our actual results to differ materially from these forward-looking statements can be found elsewhere in this Report and in our periodic reports filed with the U.S. Securities and Exchange Commission. The forward-looking statements included are made only as of the date of this report. Except as required by law, we have no obligation and do not undertake to update or revise any such forward-looking statements to reflect events or circumstances after the date of the report.
Overview
We operate a financial technology (FinTech) services company in several different businesses. We deliver multiple products and services through a direct selling network of independent distributors that offer our products and services through a subscription-based revenue model to a large base of customers that we refer to as “members”. Through this business we provide research, education, and investment tools designed to assist the self-directed investor in successfully navigating the financial markets. These services include research and trade alerts regarding equities, options, FOREX, ETFs, binary options, and cryptocurrency sector education. In addition to trading tools and research, we also offer full education and software applications to assist the individual in debt reduction, increased savings, budgeting, and proper tax management. Each product subscription includes a core set of trading tools and research along with the personal finance management suite to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. In addition to our education subscriptions, through a distribution arrangement we have with a third party, we have provided our members with an opportunity to purchase through such third party, a specialty form of adaptive digital currency called “ndau”. Through our direct selling network, we reward our distributors with commissions under a standard bonus plan that allows for discretionary bonuses based on performance. We also operate a blockchain technology business that provides leading-edge research, development, and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. As well, in order to, among other things, commercialize on the proprietary trading platform we recently acquired from MPower Trading Systems, LLC, take advantage of the market’s increasing acceptance and expansion of the ownership and use of digital currencies as an investable asset class, subject to applicable regulatory limitations, and to proactively respond to increasing regulatory scrutiny relative to cryptocurrency products, we have adopted a growth plan that contemplates the creation of a financial services business that will include self-directed brokerage services, institutional trade execution services, innovative advisory services (RIA, CTA), and codeless algorithmic trading technologies, which will operate under our recently formed subsidiary, Investview Financial Group Holdings, LLC (“IFGH”). Towards that end, during March 2021, we entered into an agreement to acquire a brokerage firm from an affiliate of our former Chief Executive Officer. However, due to complications relating to Mr. Cammarata’s then ongoing legal proceedings, even though unrelated to the Company, we were caused to terminate this agreement during 2022, and continue our search for alternative acquisitions within the brokerage industry.
Impact of COVID-19
While COVID-19 related supply chain issues continue to create challenges for us in acquiring supplies and equipment for SAFETek, we have successfully sourced new equipment, repaired existing equipment and expanded our operations to include repair of third-party equipment and the creation of mobile mining trailers and containers.
COVID-19 related travel challenges also impacted iGenius distribution and marketing operations, however, the member base quickly adapted and leveraged on-line meeting services which in turn expanded interest and attention.
Both the supply chain issues and travel-related challenges as a result of the worldwide pandemic remain today, but we anticipate these lessening as worldwide vaccines increase and employees return to work.
Recent Planned and Completed Acquisitions
During 2021, we planned a series of transformational acquisitions as part of our overall strategy to expand the scope of our business into the financial services sector.
First, on March 22, 2021, we entered into agreements to purchase 100% of the operating assets of SSA Technologies LLC (“SSA”), an entity that owns and operates a FINRA-registered broker-dealer controlled and partially owned by Joseph Cammarata, our former Chief Executive Officer. Pursuant to these agreements, we agreed to acquire the SSA assets, including, principally, the broker-dealer, for the issuance of non-voting membership interests in our wholly owned subsidiary, Investview Financial Group Holdings, LLC (“IFGH”), which are in the future redeemable for 242,000,000 Investview common shares on a one-for-one basis.
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Contemporaneously, we entered into Securities Purchase Agreement to acquire the operating assets and intellectual property rights of MPower Trading Systems LLC (“MPower”), a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members. Included within the acquisition was Prodigio, a proprietary software-based trading platform with applications within the brokerage industry. In consideration for the acquisition of such assets, we agreed to issue non-voting Class B membership interests in our wholly owned subsidiary, IFGH, which are in the future redeemable for 565,000,000 Investview common shares on a one-for-one basis (the “Class B Redeemable Units”). The Class B Redeemable Units to be issued in the transaction are being held under and subject to a lock-up agreement in which resale of the Investview common shares is substantially restricted through 2025. Messrs. Bell and Rothrock, managers and principal equity holders of MPower, are also members of our Board of Directors. Following full disclosure of their interest, the transaction was approved by the full Investview Board of Directors, including unanimous support by its then independent directors. The purchase price for the MPower assets was determined through negotiations with the Investview directors without a conflicting interest in the transaction, and was based generally on the perceived deeply discounted commercial fair market value of the Class B Redeemable Units exchanged in the transaction on the date of the original Securities Purchase Agreement in March 2021, taking into account, among others, the then limited liquidity and volatility associated with the Company’s shares into which the Class B Units were redeemable, as well as the impact of a cumulative lock-up period that substantially restricted the resale of the shares through 2025.
The acquisition of the operating assets and intellectual property rights of MPower was completed on September 3, 2021. However, due to delays and complications relating to Mr. Cammarata’s then ongoing legal proceedings, even though unrelated to the Company, we were caused to terminate the agreement to acquire the SSA assets during 2022 and continue our search for alternative acquisitions within the brokerage industry. The acquisition of MPower was not expected to be immediately accretive to our results; however, together with our planned acquisition of the SSA registered broker-dealer (or another broker-dealer if the SSA acquisition is not consummated), it was expected to become a fundamental part of an overall strategy to create our new Brokerage and Financial Markets business. We still believe this to be possible, however, we will need to acquire a registered broker-dealer, if at all possible, to attempt to realize the expected synergistic value of the MPower assets.
Other material developments during 2021 and 2022
In addition to the achievements above, the Company also completed the following strategic actions:
5/5/2021 – All Founders, Executives, Insiders and Key Shareholders signed a Voluntary Lock-Up Extension of their shares.
6/6/2021 – Ralph R. Valvano was hired as the Company’s Chief Financial Officer expanding the Corporate Finance Team with Jayme McWidener named as the Chief Accounting Officer.
7/20/21 – SAFETek, LLC successfully opened a State-of-the-Art ASIC Bitcoin Miner Repair Center and Digital-Asset Network-Operations-Center Facility in Texas USA.
8/22/2021 – We completed a public offering of approximately $6.3 million of Units consisting of: (i) one share of our Series B Preferred Stock and (ii) five warrants each exercisable to purchase one share of common stock at an exercise price of $0.10 per warrant share. Holders of our Series B Preferred Stock are entitled to receive cumulative dividends at the annual rate of 13% per annum of the stated value, equal to $3.25 per annum per share. Each Warrant is immediately exercisable on the date of issuance and will expire 5 years from the date of issuance.
Q1-2022 – We restructured our Board of Directors and executive management team. This occurred as we entered into a Separation and Release Agreement with two of our former Directors and executive officers and following the termination of our former CEO in Q4-2021 in light of pending government charges relating to an outside business venture that was totally unrelated to the Company. This was accomplished in conjunction with the appointment of personnel that offers extensive experience and offer a track record of business achievements that we expect will support the Company’s future initiatives. On February 23, 2022, we announced the restructuring of our executive leadership with the February 10, 2022 appointment of Victor M. Oviedo as the Company’s new Chief Executive Officer and as a director; the appointment of David B. Rothrock as Chairman of the Board of Directors and chair of our Up-listing Initiative Sub-Committee; the transition of James R. Bell from acting Chief Executive Officer to President and Chief Operating Officer, and the appointment of Myles Gill as Director of Operations, all of which were effective as of February 22, 2022.
Q1-2022 – Our Board of Directors approved the Investview, Inc. 2022 Incentive Plan which provides a variety of incentive awards consisting of stock options, restricted stock, restricted stock units, and reserves for issuance up to 600,000,000 shares of Investview common stock.
Q1-2022 – We adopted a Clawback and Forfeiture Policy in general conformity with the Sarbanes-Oxley Act of 2002 pursuant to which we may recover any bonus or other incentive-based or equity-based compensation and certain profits realized from the sale of our securities from our current and former executives.
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Q2-2022 – Investview, Inc. (the “Company”) we terminated the Stock Purchase Agreements dated March 22, 2021, under which the Company was to acquire a broker-dealer from SSA, an affiliate of the Company’s former CEO, Joseph Cammarata, due to complications relating to Mr. Cammarata’s then ongoing legal proceedings, even though unrelated to the Company, and announced our search for alternative acquisitions within the brokerage industry.
Q2-2022 – We restructured unvested incentive equity awards previously granted to our senior leadership team by which our senior management team and board of directors surrendered and terminated an aggregate of approximately 288 million outstanding unvested restricted shares in exchange for the issuance of options to purchase approximately 360 million shares, vesting in equal amounts over a five-year period, at an exercise price of $0.05 per share, or approximately a 66% premium over the closing price of the Company’s shares on Thursday, June 23, 2022. Of particular note, the shares issuable, if at all, upon exercise of the options, remain subject to the terms of the Company’s existing lock-up agreement through April 2025.
Results of Operations
The results of operations presented and marked for the year ended December 31, 2021, as “unaudited” below are based on a pro forma combination of our unaudited results for the quarter ended March 31, 2021, together with the audited results for the nine-months ended December 31, 2021.
Year Ended December 31, 2022, Compared to Year Ended December 31, 2021
Revenues
| Year Ended December 31, | Increase | |||||||||||
| 2022 | 2021 | (Decrease) | ||||||||||
| (unaudited) | ||||||||||||
| Subscription revenue, net of refunds, incentives, credits, and chargebacks | $ | 48,260,197 | $ | 48,868,170 | $ | (607,973 | ) | |||||
| Mining revenue | 11,796,215 | 31,393,816 | (19,597,601 | ) | ||||||||
| Mining equipment repair revenue | 172,056 | 7,460 | 164,596 | |||||||||
| Cryptocurrency revenue | 1,614,568 | 9,014,172 | (7,399,604 | ) | ||||||||
| Fee revenue | 5,868 | 2,032 | 3,836 | |||||||||
| Total revenue, net | $ | 61,848,904 | $ | 89,285,650 | $ | (27,436,746 | ) | |||||
Revenue, net, decreased $27,436,746, or 31%, from $89,285,650 for the year ended December 31, 2021, to $61,848,904 for the year ended December 31, 2022. The decrease can be explained by a $608 thousand decrease in our net subscription revenue, a $19.6 million decrease in our mining revenue, and a $7.4 million decrease in our cryptocurrency revenue. The $608 thousand (1%) decrease in subscription revenue and $7.4 million decrease in cryptocurrency revenue was due to the overall global financial markets experiencing unprecedented volatility and decline. With key cryptocurrency players like FTX, Voyager, BlockFi, and Celcius filing chapter 11 or bankruptcy and the S&P returning historic lows in 2022, demand for our iGenius subscription products and services slightly declined. In addition, the consistent negative news cycle regarding inflation and financial markets created increased selling friction for our distributors as they faced the similar market fears and sentiment. The $19.6 million (62%) decrease in mining revenue was primarily the result of the 40.56% decrease in the average price of Bitcoin in 2022 (2022 average price of $28 thousand vs an average price of $47 thousand in 2021) as well as, an increase of 49.56% in the average Bitcoin mining difficulty level from 20.36 terahash in 2021 to 30.45 terahash in 2022.
Operating Costs
| Year Ended December 31, | Increase | |||||||||||
| 2022 | 2021 | (Decrease) | ||||||||||
| (unaudited) | ||||||||||||
| Cost of sales and service | $ | 8,249,790 | $ | 9,005,865 | $ | (756,075 | ) | |||||
| Commissions | 26,986,048 | 34,212,733 | (7,226,685 | ) | ||||||||
| Selling and marketing | 58,617 | 104,313 | (45,696 | ) | ||||||||
| Salary and related | 7,441,829 | 5,136,292 | 2,305,537 | |||||||||
| Professional fees | 2,615,016 | 2,224,773 | 390,243 | |||||||||
| Impairment expense | 14,632,823 | 674,671 | 13,958,152 | |||||||||
| Bad debt expense | 3,975 | 719,342 | (715,367 | ) | ||||||||
| Loss (gain) on disposal of assets | (266,838 | ) | (12,927 | ) | (253,911 | ) | ||||||
| General and administrative | 10,740,430 | 60,888,350 | (50,147,920 | ) | ||||||||
| Total operating costs and expenses | $ | 70,461,690 | $ | 112,953,412 | $ | (42,491,722 | ) | |||||
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Operating costs decreased $42,491,722, or 38%, from $112,953,412 for the year ended December 31, 2021, to $70,461,690 for the year ended December 31, 2022. We experienced a decrease in our cost of sales and services of $756 thousand primarily to the closure and consolidation of our Colorado Bitcoin mining facility in 2021 into our Iceland based Bitcoin mining hosting facility. We recorded a decrease in commissions of $7.2 million which was due to overall decreases in subscription and cryptocurrency sales activity during the year. We recorded a decrease in general and administrative costs of $50.1 million which could mostly be explained by $51.6 million worth of general and administrative costs recognized in the year ended December 31, 2021 that was attributable to a non-recurring and non-cash charge arising from the manner in which the acquisition of the Prodigio Smart Trading Platform, as well as the other operating assets and intellectual property rights of MPower Trading Systems, LLC, was accounted for in our financial statements We recorded an increase in salary and related costs of $2.3 million due to additional employees hired during 2022 and the launch of a common stock option program. We recorded $719 thousand in bad debt expense for the year ended 2021 due to one of our merchants going out of business, with no similar scenarios in the current year. We also recorded an increase in our impairment expense of $14 million, as during the year ended December 31, 2022, we impaired $6 million worth of fixed asset mining equipment wrote-off $676 thousand worth of inventory, $690 thousand worth of other assets, and $7.2 million worth of intangible assets due to our concern with recoverability of the Prodigio Smart Trading Platform.
Other Income (Expense)
| Year Ended December 31, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| (unaudited) | ||||||||||||
| Gain (loss) on debt extinguishment | $ | 455 | $ | 979,268 | $ | (978,813 | ) | |||||
| Gain (loss) on fair value of derivative liability | 44,945 | 168,194 | (123,249 | ) | ||||||||
| Realized gain (loss) on cryptocurrency | (1,575,164 | ) | 1,815,294 | (3,390,458 | ) | |||||||
| Interest expense | (18,750 | ) | (22,529 | ) | 3,779 | |||||||
| Interest expense, related parties | (2,650,324 | ) | (2,653,477 | ) | 3,153 | |||||||
| Other income (expense) | 193,235 | (42,020 | ) | 235,255 | ||||||||
| Total other income (expense) | $ | (4,005,603 | ) | $ | 244,730 | $ | (4,250,333 | ) | ||||
We recorded other expense of $4,005,603 for the year ended December 31, 2022, which was a difference of $4,250,333, or 1737%, from the prior period other income of $244,730. The changes due to smaller gains on debt extinguishment ($455 for the year ended December 31, 2022 compared to $979 thousand for the year ended December 31, 2021) and on the fair value of derivative liability ($45 thousand for the year ended December 31, 2022 compared to $168 thousand for the year ended December 31, 2021) plus a loss on cryptocurrency of $1.6 million for the year ended December 31, 2022 versus a $1.8 million gain for the year ended December 31, 2020.
Liquidity and Capital Resources
During the year ended December 31, 2022, we met our short-and long-term working capital and capital expenditure requirements, including funding for operations, capital expenditures, growth initiatives, and for dividends on our Series B Preferred Stock, through net cash flows provided by operating activities. We believe we will have sufficient resources, including cash flow from operations and access to capital markets, to meet debt service obligations in a timely manner and be able to meet our objectives.
During the year ended December 31, 2022 we recorded a net loss of $12,944,944, however, this was mostly due to our non-cash impairment expense of $14.6 million that was recorded to write-off $6 million worth of fixed assets, $676 thousand worth of inventory, $690 thousand worth of other assets, and $7.2 million worth of intangible assets. The impairment was due to disposals, assets being abandoned, and, in some cases, an estimate of expected future cash flows that was less than the assets carrying value. The impairment expense was a non-cash charge that had no impact on our cash flow or our liquidity and capital resources. After excluding the $14.6 million impairment expense, we were able to show net income from operations of $1.7 million and we showed $9.4 million of cash provided by our operating activities. We used this cash from operations, along with cash on hand, to fund the purchase of $15.3 million worth of fixed assets and to make payments for our financing activities of $6.3 million. As a result, our cash, cash equivalents, and restricted cash decreased by $11,128,008 to $21,488,898 as compared to $32,616,906 at the beginning of the fiscal year. As of December 31, 2022 we have a working capital balance of $14,249,427 and our unrestricted cryptocurrency balance was reported at $2,360,957.
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Commitments and Contingencies
At December 31, 2022, we had related party debt of approximately $2 million and debt of approximately $8.4 million of which we owe $7.9 million to the holders of long-term notes that we issued in connection with a lease buyback program we initiated in September 2020.
Through June 2020, we sold high powered data processing equipment (“APEX”) to our customers, and they leased the equipment back to us on terms sufficient for the customers to recover their investment and an agreed upon return on their investment. On June 30, 2020, we temporarily discontinued the APEX program to assess the impact on the Company of COVID-19 related delays in the manufacturing and shipping of the APEX processing equipment, and to determine our ability to meet the lease commitments in light of such delays. Having concluded that we would be unable to meet the APEX lease obligations, in September 2020, we commenced a buyback program in which we offered to repurchase such equipment and cancel the existing lease, by way of a 48-month promissory note that included repayment terms to ensure an agreed-upon return on their initial purchase price. As a result of the buyback program, we entered into notes with third parties totaling $19,089,500 and notes with related parties of $237,720 in exchange for $474,155 worth of customer advances on the APEX leases and the release of $22,889,331 of the net APEX lease liability.
We agreed to settle a portion of the debt during the year ended March 31, 2021, at a discount to the original note terms offered, by making lump sum payments, issuing 48,000,000 shares of our common stock, issuing 49,418 shares of our preferred stock, and issuing cryptocurrency. The remaining notes are all due December 31, 2024 and have a fixed monthly payment that is equal to 75% of the face value of the note, divided by 48 months. The monthly payments began the last day of January 2021 and continue until December 31, 2024 when the last monthly payment will be made, along with a balloon payment equal to 25% of the face value of the note, to extinguish the remaining balance of the debt. During the year ended December 31, 2022 we repaid a portion of the debt with cash payments of $973,000 and issuances of cryptocurrency valued at $2.0 million.
Included in the then discontinued Apex sale and leaseback program was a total protection plus (“TPP”) program administered and managed by a third-party provider, an affiliate of a global insurance brokerage firm. According to marketing and legal documents provided by the third-party provider, the TPP program would function as a supplemental financial guaranty by providing the Apex program customers with protection for the purchase price of such equipment, which could be redeemed by the customer by exercising an option for a cash payout to be paid by the third-party provider after a certain period of time, either 5 or 10 years. The premium for the TPP program was included in the Apex program, at no additional cost to the customer. We have also historically offered our iGenius members the opportunity to participate in a TPP program administered and managed by such third-party provider in connection with such members’ purchases of ndau through the Oneiro ndau distribution program. According to marketing and legal documents provided by the third-party provider, the TPP would function to provide a supplemental financial guaranty for the purchase price of the ndau. Customers could redeem such protection by exercising an option for a cash payout to be paid by the third-party provider after 5 or 10 years.
During the fourth calendar quarter of 2021, we suspended any further offering of the TPP program in connection with the sale of ndau after the third-party provider was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality entitlements. That suspension has remained in place as we have been unable to further validate the continued integrity of the TPP program and the vendor’s ability to honor its commitments to our members. We cannot ensure that such third-party provider will comply with its contractual requirements, which could cause our members to not achieve the level of return on their investments expected, and possibly expose us to claims that could have an adverse effect on our business, financial condition, and operating results.
Critical Accounting Policies
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are several significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policies involves the most complex, difficult, and subjective estimates and judgments.
Basis of Accounting
Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Prior to September 20, 2021 we operated the Company on a March 31, fiscal year end. Effective September 30, 2021 we changed our fiscal year to December 31.
Principles of Consolidation
The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries: iGenius, LLC (formerly Kuvera, LLC), Kuvera France S.A.S (through its closure date in June of 2021), Apex Tek, LLC (formerly Razor Data, LLC), SAFETek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, Investment Tools & Training, LLC, iGenius Global LTD (formerly Kuvera (N.I.) LTD), Investview Financial Group Holdings, LLC, and Investview MTS, LLC. All intercompany transactions and balances have been eliminated in consolidation.
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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
Subscription Revenue
Most of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a designated trial period to first time subscription customers, during which a full refund can be requested if a customer does not wish to continue with the subscription. Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of December 31, 2022 and 2021 our deferred revenues were $2,074,574 and $3,288,443, respectively.
Mining Revenue
Through our wholly owned subsidiary, SAFETek, LLC, we leased equipment under a sales-type lease through June of 2020. In June of 2020 we cancelled all leases and purchased all of the rights and obligations under the leases, which included obtaining ownership of all equipment. We use the equipment on blockchain networks to validate and add blocks of transactions to blockchain ledgers (commonly referred to as “mining”). As compensation for mining we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us. Our mining activities constitute our ongoing major and central operations of SAFETek, LLC. Because we do not have contracts, nor do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately granted to us as a result of our mining activities.
Cryptocurrency Revenue
We generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with third-party suppliers. The various packages include different amounts of coin with differing rates of returns and terms and, in some cases, prior to the fourth quarter 2021, included a product protection option that allows the purchaser to protect their initial purchase price. The protection purportedly allowed the purchaser to obtain 50% of their purchase price at five years or 100% of their purchase price at ten years. Both the coin and the protection option are delivered by third-party suppliers. However, during the fourth calendar quarter of 2021, we suspended any further offering of the product protection option after the third-party provider was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality entitlements. That suspension has will remained in place as we have been unable until we are able to further validate the continued integrity of that program and the vendor’s ability to honor its commitments to our members.
We recognize cryptocurrency revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-parties to provide coin to our customers and payment is received from our customers at the time of order placement. All customers are given two weeks to request a refund, therefore we record a customer advance on our balance sheet upon receipt of payment. After the two weeks have passed from order placement, we request our third-party suppliers to deliver coin, at which time we recognize revenue and the amounts due to our suppliers on our books. As of December 31, 2022 and 2021 our customer advances related to cryptocurrency revenue were $96,609 and $75,702, respectively.
Mining Equipment Repair Revenue
Through our wholly owned subsidiary, SAFETek, LLC, we repair broken mining equipment for sale to third-party customers. We recognize miner equipment repair revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver the promised goods to our customers.
Digital Wallet Revenue
We generate revenue from the sale of digital wallets to our customers through an arrangement with a third-party supplier. We offer three tiers of wallets which include different features. The digital wallets are delivered by a third-party supplier. The sale of digital wallets to our customers was discontinued during the year ended December 31, 2022.
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We recognize digital wallet revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-parties to provide the wallet to our customers and payment is received from our customers at the time of order placement.
Revenue generated for the year ended December 31, 2022, was as follows:
| Subscription Revenue | Cryptocurrency Revenue | Mining Revenue | Mining Equipment Repair Revenue | Digital Wallet Revenue | Total | |||||||||||||||||||
| Gross billings/receipts | $ | 51,454,922 | $ | 3,189,074 | $ | 11,796,215 | $ | 173,980 | $ | 7,156 | $ | 66,621,347 | ||||||||||||
| Refunds, incentives, credits, and chargebacks | (3,194,725 | ) | - | - | (1,924 | ) | - | (3,196,649 | ) | |||||||||||||||
| Amounts paid to supplier | - | (1,574,506 | ) | - | - | (1,288 | ) | (1,575,794 | ) | |||||||||||||||
| Net revenue | $ | 48,260,197 | $ | 1,614,568 | $ | 11,796,215 | $ | 172,056 | $ | 5,868 | $ | 61,848,904 | ||||||||||||
Foreign revenues for the year ended December 31, 2022 was approximately $42.3 million while domestic revenue for the year ended December 31, 2022 was approximately $19.5 million.
Revenue generated for the nine months ended December 31, 2021, was as follows:
| Subscription Revenue | Cryptocurrency Revenue | Mining Revenue | Mining Equipment Repair Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | 43,658,422 | $ | 20,199,388 | $ | 23,056,457 | $ | 7,460 | $ | 86,921,727 | ||||||||||
| Refunds, incentives, credits, and chargebacks | (2,739,969 | ) | - | - | - | (2,739,969 | ) | |||||||||||||
| Amounts paid to supplier | - | (11,950,078 | ) | - | - | (11,950,078 | ) | |||||||||||||
| Net revenue | $ | 40,918,453 | $ | 8,249,310 | $ | 23,056,457 | $ | 7,460 | $ | 72,231,680 | ||||||||||
Foreign revenues for the nine months ended December 31, 2021 were approximately $41.3 million while domestic revenue for the nine months ended December 31, 2021 was approximately $30.9 million.
Recent Accounting Pronouncements
We have noted no recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material impact on our financial statements.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity, or capital expenditures.
Trends, Risks, and Uncertainties
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all such risk factors before making an investment decision with respect to our common stock.
Cautionary Factors That May Affect Future Results
We have sought to identify what we believe are significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise.
Potential Fluctuations in Annual Operating Results
Our annual operating results may fluctuate significantly in the future as a result of a variety of factors, most of which are outside our control, including: the demand for our products and services; seasonal trends in purchasing, the amount and timing of capital expenditures; price competition or pricing changes in the market; technical difficulties or system downtime; and general economic conditions.
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Our annual results may also be significantly impacted by the accounting treatment of acquisitions, financing transactions, or other matters. Particularly at our early stage of development, such accounting treatment can have a material impact on the results for any quarter. Due to the foregoing factors, among others, it is likely that our operating results may fall below our expectations or those of investors in some future quarter.
Management of Growth
We may experience growth, which will place a strain on our managerial, operational, and financial systems resources. To accommodate our current size and manage growth if it occurs, we must devote management attention and resources to improve our financial strength and our operational systems. Further, we will need to expand, train, and manage our sales and distribution base. There is no guarantee that we will be able to effectively manage our existing operations or the growth of our operations, or that our facilities, systems, procedures, or controls will be adequate to support any future growth. Our ability to manage our operations and any future growth will have a material effect on our stockholders.
Companies trading on the OTCQB tier of OTC Markets, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and must be current in their reports under Section 13, to maintain price quotation privileges on the OTCQB tier. If we fail to remain current on our reporting requirements, we could be removed from the OTCQB tier. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are not required to provide the information required by this item.
Item 8. Financial Statements and Supplementary Data
The financial statements begin on Page F-1.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on this evaluation management concluded that our disclosure controls and procedures were effective as of December 31, 2022.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
With the participation of our Chief Executive Officer and Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). While our initial assessment, completed on December 31, 2022 deemed internal controls effective, based upon a further evaluation of market conditions during our annual audit, which was conducted subsequent to December 31, 2022, we modified managements initial estimates and projections used in our asset impairment in a manner that caused audit adjustments. Accordingly, management concluded there was a material weakness in our internal control over financial reporting at December 31, 2022, based on the COSO framework criteria, since management lacked a formal policy of inputs in testing for impairment resulting in adjusting journal entries.
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Management’s report on internal control over financial reporting was not subject to attestation by our registered public accounting firm pursuant to Securities and Exchange Commission rules that permit us to provide only management’s report in this Annual Report on Form 10-K.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Controls
During the fiscal quarter ended December 31, 2022, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
The following table sets forth certain information with respect to our directors and executive officers:
| Name | Age | Position | ||
| David B. Rothrock | 58 | Chairman | ||
| Victor M. Oviedo | 46 | Chief Executive Officer and Director | ||
| James Bell | 57 | President, Acting Chief Operating Officer and Director | ||
| Myles Gill | 49 | Director of Operations | ||
| Ralph R. Valvano | 53 | Chief Financial Officer | ||
| Jayme L. McWidener | 44 | Chief Accounting Officer |
David B. Rothrock has extensive executive management, board, and operational expertise in the automobile industry, fintech, financial services, residential and commercial real estate, property management, corporate financing, private equity, utility technology, environmental remediation services, insurance, wine retail operations and distribution, and wealth management. Mr. Rothrock is the chief executive officer of DBR Capital, LLC. Through his leadership, guidance, and vision, in key roles as president and chief executive officer of DBR Capital LLC, MPower Trading Systems, LLC, Cedar Crest Partners G.P. LLC, and Rothrock Motors Sales, Inc. (a group of franchised automobile dealerships), these businesses collectively generated over $300 million in annual sales revenue. Mr. Rothrock is an active board member of charitable organizations that support breast cancer research and women’s health and fitness as well as the arts and theater in Lehigh Valley, PA. Mr. Rothrock has a B.S. in Business Management graduating Magna Cum Laude from Widener University and holds a J.D. from the New York Law School with bar admittance to New York, New Jersey, and Pennsylvania. Mr. Rothrock was appointed to the Board at the request of DBR Capital, LLC, pursuant to the terms of a Voting Agreement between DBR Capital and certain key holders of our common stock dated April 27, 2020 and amended November 9, 2020. Mr. Rothrock is the sole owner of DBR Capital, LLC. See Item 13. Certain Relationships and Related Transactions, and Director Independence. We believe Mr. Rothrock is qualified to serve as a director due to his executive management, board, and operational expertise across multiple disciplines and industries.
Victor M. Oviedo has served for the past 4 years as co-founder and Managing Partner for StageLight Group, a strategic capital and advisory firm which provides strategic capital to early and growth-stage companies. Previously, he was a Partner at SkyBridge Capital and Global Head of Business Development & Strategy where he was directly responsible for the firm’s growth, international expansion, new business development and brand strategy initiatives. During his 12-year tenure, he was instrumental in growing the firm’s assets from $300M to $14B, acquiring their flagship fund-of-fund business and creating & launching the world-renowned SALT Conference. Prior to joining SkyBridge, Mr. Oviedo was a Senior Consultant within Oliver Wyman’s capital markets division where he focused on international acquisitions and growth strategies for major financial institutions. In addition, he was a Manager of Strategic Growth for Kozmo – a venture capital funded start-up. He began his career as an investment banker at Donaldson, Lufkin & Jenrette (DLJ) within the media & communications team. Mr. Oviedo received an MBA in Finance & Entrepreneurship from the Wharton School at the University of Pennsylvania and a MA in Advance International Studies from the Paul H. Nitze School of Advanced International Studies (SAIS) at Johns Hopkins University. He also graduated with honors with a BSFS in International Economics from the Edmund A. Walsh School of Foreign Service at Georgetown University. We believe Mr. Oviedo is qualified to serve as a director based on his role as our Chief Executive Officer and his extensive management experience in the financial industry.
James R. Bell has extensive experience in financial management and operations with more than 30 years of experience in the capital markets. Previously, as co-founder and chief executive officer of MPower Trading Systems, LCC, Mr. Bell was responsible for overseeing all principal functions of the firm, including corporate strategy and deployment of initiatives, product, and partnerships. Mr. Bell has been at the forefront of online trading since its infancy. Prior to co-founding MPower in 2004, Mr. Bell served as managing director of trading development of thinkorswim-TD Ameritrade, Inc. from 2002-2011, where he led the company’s product and technology team to develop client digital content. Mr. Bell is co-founder and passive investor of Shadow Trader Technologies, which provides real-time digital financial research and education content to TD Ameritrade/Charles Schwab (2004-present). Prior to MPower, Mr. Bell also co-founded B/C Interactive Trading Technologies in 2001, which was ultimately sold to MPower in 2004. Prior to B/C, Mr. Bell served as SVP of Janney Montgomery Scott, and before that position, with Morgan Stanley. Mr. Bell studied economics and business management at Frostburg State University. Mr. Bell holds multiple business accreditations and previously held securities licenses, including FINRA Series 7, FINRA Series 55, and FINRA Series 63. Mr. Bell was appointed to the Board at the request of DBR Capital, LLC, pursuant to the terms of a Voting Agreement between DBR Capital and certain key holders of our common stock dated April 27, 2020 and amended November 9, 2020. We believe Mr. Bell is qualified to serve as a director due to his extensive experience in financial management and operations.
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Myles P. Gill has held several key leadership roles and brings significant knowledge and expertise in various disciplines following an 18-year career that began as a Naval Officer. From 2017 -2021, Mr. Gill had been President/ CIO for Mannis Operations Group, a private family office. In that role, Mr. Gill provided strategic direction, vision, leadership, and management in all functional areas (including investments, operations, environmental, social, governance, trust and estate planning/compliance, risk management, legal, human resources) for a $2B AUM, 23 entity single-family office. Mr. Gill earned a Bachelor of Science degree in Mathematics and Oceanography as a Naval Officer from the United States Naval Academy.
Ralph R. Valvano has over 26 years of global finance and transformation experience in the financial services industry. Mr. Valvano’s prior experience included the positions of CFO/COO of J.C. Flowers Asset Management, part of a $15 billion-dollar private equity firm, Financial Operations and Principal (FinOp) of J.C. Flowers Securities, a FINRA registered broker-dealer, and CFO of Flowers National Bank NA. Prior to that Mr. Valvano held various roles at JPMorgan Chase & Co. and ended his tenure as the Global Investment Bank Management Controller. Mr. Valvano began his career as a financial services auditor for PricewaterhouseCoopers. He earned a BS in Accounting from William Paterson University, a MS in Tax from Fairleigh Dickinson University and obtained his CPA license in 1994.
Jayme L. McWidener earned her bachelor’s degree and Masters of Business Administration from Drake University and became an auditor for Cahaba GBA in 2001 before joining HJ & Associates, LLC (“HJ”) in January 2004 as an audit staff member. She obtained her CPA license in 2007 and worked at HJ focusing on auditing SEC reporting companies, eventually being promoted to an audit senior and audit manager before she became a partner at HJ in January 2014. Ms. McWidener spent just over 2 years as a partner with HJ and with its successor, Haynie & Company. In April of 2016 she established Mac Accounting Group, LLP, specializing in PCAOB audits for SEC reporting companies and AICPA audits for private companies in a variety of industries.
Our directors are elected for a term of one year and until their successors are qualified, nominated, and elected. We currently have four vacancies on our board of directors. Two vacancies were created by the resignations of Mario Romano and Annette Raynor and two vacancies have never been filled after we agreed to expand the size of the board of directors to seven members in connection with the investment of DBR Capital, LLC.
Role of the Board
It is the paramount duty of the board to oversee our management in the competent and ethical operation of the company on a day-to-day basis and to assure that the long-term interests of the shareholders are being served. To satisfy this duty, the directors take a proactive, focused approach to their position, and set standards to ensure that we are committed to business success through maintenance of ambitious standards of responsibility and ethics.
The board of directors met formally seven times and acted by written consent four times during the year ended December 31, 2022.
Special Governance Rights Associated with the Investment of DBR Capital, LLC
In connection with its investment, DBR Capital, LLC, has been accorded certain special governance rights, including the right to appoint four of our seven director’s positions (of which, four remain vacant) so long as it holds a convertible note or any of our other securities. The investment agreements also require that certain capital, financial and other material actions of our board of directors be approved by at least one DBR Capital-appointed director, who shall be David B. Rothrock if he is then serving as a director. DBR Capital appointed David B. Rothrock and James R. Bell to two of its four nominee positions, with the other two nominee positions remaining vacant. If we default under the investment agreements, DBR Capital, LLC, will have the right remove any directors it did not appoint and appoint its designees to fill all seven positions on the board of directors.
Committees
Our business, property, and affairs are managed by or under the direction of the board of directors. Members of the board are kept informed of our business through discussion with the chief executive and financial officers and other officers, by reviewing materials provided to them, and by participating at meetings of the board and its committees.
Audit Committee
We currently do not have a designated audit committee, and accordingly, our board of directors preapproves all audit and permissible non-audit services provided by the independent auditor, including audit, audit-related, tax, and other services. Preapproval is generally provided for up to one year, detailed as to the service or category of services, and subject to a specific budget. The independent auditor and management are required to periodically report to our board of directors regarding the extent of services provided by the independent auditor in accordance with this preapproval and the fees for the services performed to date. The board of directors may also preapprove particular services on a case-by-case basis.
Compensation Committee
We currently do not have a designated compensation committee, and accordingly, our board of directors will approve all compensation matters until such committee is established and approved.
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Code of Ethics
We have a code of ethics that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer, and the directors, a copy of which is available in the Employee Handbook. We intend to disclose any changes in or waivers from our code of ethics by posting such information on our website or by filing a Form 8-K.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. Our officers, directors, and 10% stockholders made the required filings pursuant to Section 16(a) for all reports required to be filed in the year ended December 31, 2022.
Item 11. Executive Compensation
Directors’ Compensation
Our directors were awarded compensation for their services as directors as follows:
On November 9, 2020, David B. Rothrock was awarded board fees of $75,000 annually, to be paid in monthly amounts of $6,250, and 50,000,000 shares of restricted common stock to vest in equal amounts in November 2021, 2022, and 2023 (subjected to continued service on the board of directors). In February 2022, Mr. Rothrock’s board retainer was increased to $96,000 annually and we agreed to grant him an additional 35,000,000 shares of restricted stock for his service as a director following the filing and effectiveness of a registration statement on Form S-8. Those shares were to have vested over a five-year period. As part, however, of an overall restructuring of executive compensation, during June 2022, Mr. Rothrock surrendered the unvested rights he had in and to 33,333,332 of the restricted shares he was awarded during 2020 for future Board service, and all of the 35 million restricted shares we had agreed to issue to him in February 2022, in exchange for options to purchase an aggregate of 85,416,668 shares of our common stock at an exercise price of $.05 per share. The options are subject to vesting over a five-year period following the date of grant.
On November 9, 2020, James R. Bell was awarded board fees of $75,000 annually, to be paid in monthly amounts of $6,250, and 45,000,000 shares of restricted common stock to vest in equal amounts in November 2021, 2022, and 2023 (subjected to continued service on the board of directors). As part of an overall restructuring of executive compensation, during June 2022, Mr. Bell surrendered the unvested rights he had in and to 30 million of the restricted shares he was awarded during 2020 for future Board service, in exchange for options to purchase an aggregate of 37,500,000 shares of our common stock at an exercise price of $.05 per share. The options are subject to vesting over a five-year period following the date of grant. In addition, Mr. Bell also receives additional compensation for his services as an executive officer of the Company.
In February 2022, in addition to shares he was to receive for his service as an executive officer of the Company, we agreed to grant Victor M. Oviedo 20,000,000 shares of restricted common stock for his service as a director once we filed and secured effectiveness of a registration statement on Form S-8. Those shares were to have vested over a five-year period. However, as part of an overall restructuring of executive compensation, during June 2022, Mr. Oviedo surrendered the unvested rights he had in and to the 20 million restricted shares we had previously agreed to issue to him, in exchange for options to purchase an aggregate of 25 million shares of our common stock at an exercise price of $.05 per share. The options are subject to vesting over a five-year period following the date of grant. In addition, Mr. Oviedo also receives additional compensation for his services as an executive officer of the Company.
Executive Officers’ Compensation
The following table sets forth information concerning the annual and long-term compensation earned by our chief executive officer and to other persons who served as executive officers as, at, or during the year ended December 31, 2022 and the nine-month transition period ended December 31, 2021 (the “named executive officers”), for services as executive officers for the last two periods.
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Summary Compensation Table
| Name and Principal Position | Period/Year Ended |
Salary |
Stock Awards |
Option Awards |
Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-Qualified Deferred Compensation Earnings |
All Other Compensation |
Total | ||||||||||||||||||||||||
| ($) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||
| Victor Oviedo [1] | 12/31/2022 | 371,441 | - | 451,639 | [2] | - | - | 9,610 | [3] | 832,690 | ||||||||||||||||||||||
| Chief Executive Officer and Director | 12/31/2021 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| James Bell [4] | 12/31/2022 | 291,073 | 120,386 | [5] | 790,165 | [6] | - | - | 29,130 | [7] | 1,230,754 | |||||||||||||||||||||
| President, Chief Operating Officer, and Director | 12/31/2021 | - | 219,247 | [5] | - | - | - | - | 219,247 | |||||||||||||||||||||||
| Ralph Valvano [8] | 12/31/2022 | 278,705 | 89,711 | [9] | 379,180 | [10] | - | - | 57,908 | [11] | 805,504 | |||||||||||||||||||||
| Chief Financial Officer | 12/31/2021 | 126,563 | 156,994 | [9] | - | - | - | 10,442 | [12] | 293,999 | ||||||||||||||||||||||
| [1] | On February 23,2022, Victor Oviedo was appointed as Chief Executive Officer. |
| [2] | Reflects the expense recognized in connection with the options granted to Mr. Oviedo during the year-ended December 31, 2022. On June 24, 2022, Victor Oviedo was awarded options to purchase 20,000,00 shares, vesting in equal amounts over a five-year period, at an exercise price of $0.05 per share, with a seven-year life. Total stock compensation expense related to the options for the year ended December 31, 2022, was $451,639. |
| [3] | These other compensation amounts are for $600 of bonuses and for $9,010 of medical and other fringe benefits. |
| [4] | On February 23, 2022, James Bell transitioned from acting Chief Executive Officer and was appointed President and Chief Operating Officer. |
| [5] | On November 9, 2020, James Bell was awarded 45,000,000 shares that vest over three years for his services as a director. The expense related to this issuance is being recognized based the vesting terms which resulted in $120,386 of expense recognized during the twelve ended December 31, 2022 and $219,247 of expense recognized during the nine months ended December 31, 2021. |
| [6] | Reflects the expense recognized in connection with the options granted to Mr. Bell during the year-ended December 31, 2022. On June 24, 2022, James Bell was awarded options to purchase 33,750,00 shares, vesting in equal amounts over a five-year period, at an exercise price of $0.05 per share, with a seven-year life. Total stock compensation expense related to the options for the year ended December 31, 2022, was $790,165. |
| [7] | These other compensation amounts are for $1,200 of bonuses and for $27,930 of medical and other fringe benefits. |
| [8] | On June 7, 2021, Ralph Valvano was named Chief Financial Officer. |
| [9] | On June 7, 2021, Ralph Valvano was awarded 6,500,000 shares of common stock as part of his employment agreement. In accordance with the agreement, 20% of the shares vested upon execution of the agreement and the remaining shares vest 20% per year over the next four years, contingent upon Mr. Valvano’s continued employment by the Company. The fair market value of these shares was $272,870 or $0.2099 per share (the per share price on the date of issuance). The expense related to this issuance is being recognized based on the vesting terms per the agreement which resulted in $89,711 of expense recognized during the twelve months ended December 31, 2022 and $156,994 of expense recognized during the nine months ended December 31, 2021. During the twelve months ended December 31, 2022, Mr. Valvano surrendered 1,3000,000 of these shares to the Company prior to their vesting date. |
| [10] | Reflects the expense recognized in connection with the options granted to Mr. Valvano during the year-ended December 31, 2022. On June 24, 2022, Ralph Valvano was awarded options to purchase 37,500,000 shares, vesting in equal amounts over a five-year period, at an exercise price of $0.05 per share, with a seven-year life. Total stock compensation expense related to the options for the year ended December 31, 2022, was $397,180. |
| [11] | These other compensation amounts are for $27,500 of bonuses and for $30,408 of medical and other fringe benefits. |
| [12] | These other compensation amounts are for medical and other fringe benefits. |
Outstanding Equity Awards at Fiscal Year-End
As of December 31, 2022, the following stock option awards were issued and exercisable for the Company’s executive officers.
| Options | Options | |||||||
| Holder | Outstanding | Exercisable | ||||||
| David B. Rothrock, Chairman | 85,416,665 | - | ||||||
| Victor Oviedo, CEO and Director | 100,000,000 | - | ||||||
| James R. Bell, President, COO and Director | 112,500,000 | - | ||||||
| Myles P. Gill, Director of Operations | 25,000,000 | |||||||
| Ralph Valvano, CFO | 37,500,000 | 1,625,000 | ||||||
| 360,416,665 | 1,625,000 | |||||||
| 32 |
Employment Agreements and Revenue Share Agreements
Effective October 1, 2017, the Company entered into Founder Employment Agreements with Annette Raynor, then Chief Operating Officer, and Mario Romano, then Director of Finance and Investor Relations. The terms and covenants in the agreements were the same for each of the founders and had a term of five years that automatically renews for three successive five-year terms unless terminated prior to the 90th day following the expiration of the applicable term. The agreements provided for an annual salary of $225,000 with annual reviews by the board of directors or the designated compensation committee to determine whether an increase in salary is appropriate based on our results of operations, increased activities, or responsibilities of the founder, or such other factors as the board of directors or the designated compensation committee thereof may deem appropriate. Those agreements were terminated upon the January 6, 2022, resignations of Ms. Raynor and Mr. Romano.
On September 6, 2019, the Company entered into an Employment Agreement with Jayme McWidener that became effective September 15, 2019, appointing her as Chief Financial Officer. The Employment Agreement has a term of two years commencing on the effective date and automatically renews for one-year periods for three consecutive years, unless terminated prior to the 90th day following the expiration of the applicable term. Compensation for the position is $175,000 per year plus expenses. Other consideration is 20,000,000 restricted shares of the Company’s common stock vesting over a two-year period with one third vesting upon issuance and one third vesting on each of the next two anniversaries. On June 7, 2021, the Company amended the September 6, 2019 Employment Agreement to appoint Ms. McWidener as Chief Accounting Officer.
On November 29, 2019, an Employment Agreement was entered into between the appointed Chief Executive Officer, Joseph Cammarata and Investview, Inc. that became effective on December 1, 2019. The contract was for a term of five years and provided a salary compensation of $1 per year, 20,000,000 shares to be issued that vested immediately, and additional equity awards that could be earned upon the Company achieving certain milestones that were not met. That agreement was terminated when we terminated Mr. Cammarata’s employment for cause on December 7, 2021.
On June 4, 2021, we entered into an Employment Agreement with Ralph Valvano to take effect June 7, 2021, appointing him as the Chief Financial Officer of Investview, Inc. The contract has a term of one year commencing on the effective date and automatically renews for one-year periods for four consecutive years, unless terminated. Compensation for the position is $225,000 per year. Other consideration was 6,500,000 restricted shares of the Company’s common stock vesting over a five-year period with 20% vesting upon each annual anniversary of employment. On or about June 24, 2022, we entered into an amended and restated employment agreement with Mr. Valvano pursuant to which he will receive an annual salary of $285,000 with additional quarterly incentive cash and common stock bonuses to be paid if certain target key performance indicators are achieved. In addition, Mr. Valvano shall be eligible to receive: (i) periodic cash and common stock “Market Capitalization” bonuses once we achieve certain pre-determined minimum levels of market capitalization, share price and trading volume; and (ii) a one-time cash “Up-Listing” bonus upon our shares being listed on the Nasdaq Stock Market, the New York Stock Exchange, the NYSE American or such other national stock exchange as approved by the board of directors (or committee thereof). We have also agreed to grant Mr. Valvano options to purchase 37,500,000 shares of common stock at an exercise price of $.05 per share, subject to a seven-year term and vesting over a five-year period. Mr. Valvano surrendered all rights in and to the prior grant of restricted shares he had received.
On February 10, 2022, we entered into an employment agreement with Victor M. Oviedo, our new Chief Executive Officer. Mr. Oviedo will receive an annual salary of $415,000 with additional quarterly incentive cash and common stock bonuses to be paid if certain target key performance indicators are achieved. In addition, Mr. Oviedo shall be eligible to receive: (i) periodic cash and common stock “Market Capitalization” bonuses once we achieve certain pre-determined minimum levels of market capitalization, share price and trading volume; and (ii) a one-time cash “Up-Listing” bonus upon our shares being listed on the Nasdaq Stock Market, the New York Stock Exchange, the NYSE American or such other national stock exchange as approved by the board of directors (or committee thereof). We had also agreed to grant Mr. Oviedo 80,000,000 shares of restricted common stock (60 million of which vest over a five-year period based upon his service as an executive officer, and 20 million of which vest over a five-year period based upon his service as a director of the Company). These shares were to be issued upon effectiveness of a registration statement on Form S-8. However, as part of an overall restructuring of executive compensation, during June 2022, Mr. Oviedo surrendered the unvested rights he had in and to the 80 million restricted shares we had agreed to issue to him in February 2022, in exchange for options to purchase an aggregate of 100 million shares of our common stock at an exercise price of $.05 per share. The options are subject to a seven-year term and vest over a five-year period following the date of grant.
On February 22, 2022, we entered into an employment with our President and Acting Chief Operating Officer, James R. Bell. Mr. Bell will receive an annual salary of $335,000 with additional quarterly incentive cash and common stock bonuses to be paid if certain target key performance indicators are achieved. In addition, Mr. Bell shall be eligible to receive: (i) periodic cash and common stock “Market Capitalization” bonuses once we achieve certain pre-determined minimum levels of market capitalization, share price and trading volume; and (ii) a one-time cash “Up-Listing” bonus upon our shares being listed on the Nasdaq Stock Market, the New York Stock Exchange, the NYSE American or such other national stock exchange as approved by the board of directors (or committee thereof). We had agreed to grant Mr. Bell 60,000,000 shares of restricted common stock upon effectiveness of a registration statement on Form S-8, with such shares to vest over five years, for his service as an executive officer. However, as part of an overall restructuring of executive compensation, during June 2022, Mr. Bell surrendered the unvested rights he had in and to the 60 million restricted shares we had agreed to issue to him in February 2022, in exchange for options to purchase an aggregate of 75 million shares of our common stock at an exercise price of $.05 per share. The options are subject to a seven-year term and vest over a five-year period following the date of grant.
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On February 22, 2022, we entered into an employment agreement with our Director of Operations, Myles Gill. Mr. Gill will receive an annual salary of $250,000 with additional quarterly incentive cash and common stock bonuses to be paid if certain target key performance indicators are achieved. In addition, Mr. Gill shall be eligible to receive: (i) periodic cash and common stock “Market Capitalization” bonuses once the Company achieves certain pre-determined minimum levels of market capitalization, share price and trading volume; and (ii) a one-time cash “Up-Listing” bonus upon our shares being listed on the Nasdaq Stock Market, the New York Stock Exchange, the NYSE American or such other national stock exchange as approved by the board of directors (or committee thereof). We had also agreed to grant Mr. Gill 20,000,000 shares of restricted common stock upon effectiveness of a registration statement on Form S-8, with such shares to vest over five years, based upon his service as an executive officer. However, as part of an overall restructuring of executive compensation, during June 2022, Mr. Gill surrendered the unvested rights he had in and to the 20 million restricted shares we had agreed to issue to him in February 2022, in exchange for options to purchase an aggregate of 25 million shares of our common stock at an exercise price of $.05 per share. The options are subject to a seven-year term and vest over a five-year period following the date of grant.
We have also entered into indemnification agreements with our current named executive officers and directors.
Potential Payments Upon Termination of Employment or Change in Control
Employment Agreements
The employment agreements with our named executive officers contain severance provisions, including in connection with a change of control, intended to induce these executives to continue employment with our Company and to retain them and provide consideration to them for certain restrictive covenants that apply following a termination of employment.
Under each of our employment agreements with Messrs. Oviedo, Bell, Valvano and Gill, we may terminate the agreement at any time. If we terminate the agreement due to the executive’s disability or death, the executive’s unvested options that are scheduled to vest during the period from the date of termination through the next scheduled vesting date will immediately vest and the remaining unvested options shall terminate and be forfeited, and we must pay to the executive or his estate, no later than 90 days following his termination, any quarterly cash bonuses, market capitalization bonuses, up-listing cash bonuses that he earned for any fiscal quarters prior to the termination of his employment, as well as a lump sum amount in cash equal to 6 months base salary. If the executive terminates the agreement for good reason or we terminate for any reason other than for cause, (i) we must pay to the executive an amount equal to his base salary as salary continuation payments over six months if his termination occurs on or before the first anniversary of his employment or, for Mr. Oviedo, over twelve months if his termination occurs after the first anniversary of his employment; (ii) his unvested options that are scheduled to vest during the severance period will immediately vest and the remaining unvested options shall terminate and be forfeited; (iii) we must pay to the executive, no later than 90 days following his termination, any quarterly cash bonuses, market capitalization bonuses, up-listing cash bonuses that he earned for any fiscal quarters prior to the termination of his employment; and (iv) we shall pay or reimburse him for his and his covered dependents continued coverage under our group medical, dental and health plans during the applicable severance period. The employment agreements with Messrs. Oviedo, Bell, Valvano and Gill also contain a change of control provision whereby the executive’s unvested options shall immediately vest if his employment is terminated without cause or for good reason within 12 months of a change in control. For purposes of these employment agreements, the term “change in control” is as defined in our 2022 Incentive Plan. The receipt of any severance by these executives is conditioned upon his execution of a broad release of claims.
Other Change in Control Arrangements
The Investview, Inc. 2022 Incentive Plan under which awards have been issued to our named executive officers and directors contains “change in control” provisions. Under the 2022 Incentive Plan, without limiting the authority of the Board or a committee delegated authority by the Board to adjust awards, if a “change in control” of the Company occurs, then, unless otherwise provided in the award or other agreement, if an award is continued, assumed or substituted by the successor entity, the award will not vest or lapse solely as a result of the change of control but will instead remain outstanding under the terms pursuant to which it has been continued, assumed or substituted and will continue to vest or lapse pursuant to such terms.
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Item 12. Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters
The following table sets forth certain information, as of March 24, 2023, respecting the beneficial ownership of our outstanding common stock by: (i) any holder of more than 5%; (ii) each of the Named Executive Officers and directors; and (iii) our directors and Named Executive Officers as a group, based on 2,636,275,719 shares of common stock outstanding as of March 24, 2023. Except as otherwise indicated, each stockholder listed below has sole voting and investment power over the shares beneficially owned:
| Name of Beneficial Owner (1) | Common
Stock Beneficially Owned |
Percentage
of Common Stock (2) |
||||||
| Principal Stockholders: | ||||||||
| DBR Capital, LLC (3) | 471,428,572 | 15.17 | % | |||||
| MPower Trading Systems, LLC | 565,000,000 | 17.65 | % | |||||
| Brian McMullen (4) | 290,000,000 | 11.00 | % | |||||
| Ryan Smith (5)(6)(7) | 242,374,710 | 9.19 | % | |||||
| Chad Miller (5)(6)(7) | 242,374,710 | 9.19 | % | |||||
| Wealth Engineering, LLC (8) | 235,532,073 | 8.93 | % | |||||
| Joseph Hagan (9) | 203,981,945 | 7.74 | % | |||||
| Directors and Officers: | ||||||||
| David B. Rothrock, Chairman (10) | 1,077,478,570 | 29.10 | % | |||||
| Victor M. Oviedo, CEO and Director (11) | 20,000,000 | * | ||||||
| James R. Bell, President, COO, and Director (12) | 44,070,000 | 1.65 | % | |||||
| Myles P. Gill, Director of Operations (13) | 5,000,000 | * | ||||||
| Ralph R. Valvano, CFO (14) | 7,500,000 | * | ||||||
| Jayme L. McWidener, CAO (15) | 13,333,334 | * | ||||||
| All Officers and Directors as a group (6 persons) (10)(11)(12)(13)(14)(15) | 1,167,381,904 | 32.49 | % | |||||
| * | Less than 1%. |
| (1) | Except as otherwise indicated, the address of each beneficial owner is c/o Investview Inc., 521 W. Lancaster Avenue, 2nd Floor, Haverford, PA 19041. |
| (2) | Applicable percentage ownership is based on 2,636,275,719 shares of common stock outstanding as of March 24, 2023, together with securities exercisable or convertible into shares of common stock within 60 days of that date, for each stockholder. |
| (3) | Reflects the shares issuable, if at all, upon the conversion of $3.3 million of convertible notes issued to DBR Capital in 2020. DBR Capital is controlled by Company Chairman, David Rothrock. |
| (4) | Brian McMullen (5348 Vegas Drive #1342, Las Vegas NV 89108) beneficially owns 90,000,000 shares through an entity he controls, plus 200,000,000 shares owned personally. |
| (5) | CR Capital Holdings, LLC (459 North 300 West, Unit 15, Kaysville, UT 84037) owns 57,374,710 shares of our common stock. As reported on a Schedule 13D/A, Ryan Smith (1836 West Phillip Street, Kaysville, UT 84037) and Chad Miller (287 North Homestead Lane, Fruit Heights, UT 84037) have shared voting and dispositive control of these shares. As a result, Mr. Smith and Mr. Miller are each deemed to beneficially own all of the shares held by CR Capital Holdings LLC. |
| (6) | In addition to the 57,374,710 shares beneficially owned through CR Capital Holdings, LLC, Ryan Smith owns 185,000,000 shares personally. |
| (7) | In addition to the 57,374,710 shares beneficially owned through CR Capital Holdings, LLC, Chad Miller owns 185,000,000 shares personally. |
| (8) | The members of Wealth Engineering LLC, 234 Industrial Way West, Suite A202, Eatontown, NJ 07724 and affiliates, own 235,550,073 shares of our common stock. Our former officers Mario Romano and Annette Raynor are two of its members. In addition, Mr. Romano is the CEO and Ms. Raynor serves as the COO of Wealth Engineering LLC. Combined Mr. Romano and Ms. Raynor have voting and shared dispositive control of these shares. |
| (9) | Joseph Hagan owns 203,981,945 shares through two entities he controls, plus 4,298,671 shares owned personally. |
| (10) | David B. Rothrock is deemed to be the beneficial owner of 471,428,572 shares issuable upon the conversion of Convertible Notes in the amount of $3,300,000 issued to DBR Capital, LLC, because Mr. Rothrock is the sole owner of DBR Capital. As the managing member of MPower Trading Systems, LLC and as part of the acquisition of the operating assets and intellectual property rights of MPower Trading Systems, LLC, Mr. Rothrock is also deemed the beneficial owner of 565 million non-voting membership interests in our wholly owned subsidiary IFGH, which are redeemable in the future for 565 million shares of the Company. Mr. Rothrock also owns 11,466,666 shares and vested options to purchase 29,583,332 shares. |
| (11) | Includes vested options to purchase 20 million shares. |
| (12) | Includes 10,320,000 shares and vested options to purchase 33,750,000 shares. |
| (13) | Includes vested options to purchase 5,000,000 shares. |
| (14) | Includes vested options to purchase 7,500,000 shares. |
| (15) | Ms. McWidener personally owns 13,333,334 shares of common stock. |
No director, executive officer, affiliate, or any owner of record or beneficial owner of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us.
Material Agreement Regarding Stock Ownership
We have entered into a Lock-Up agreement dated March 22, 2021 with all of our current and former officers, directors, and certain of our significant shareholders, covering an aggregate of approximately 1,096,026,044 shares of our common stock. The Lock-Up agreement will run through the earlier of April 25, 2025, the date we complete a liquidation, merger, stock exchange, or similar transaction resulting in all our shareholders having the right to exchange their shares of common stock for cash, securities, or other property, or the date we determine to release some or all of the shares of common stock from the Lock-Up Agreement. The Lock-Up Agreement does provide for limited resale provisions if certain price per share and trading volume benchmarks are met.
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Equity Compensation Plans
The following table summarizes the equity compensation plans under which our securities may be issued as of December 31, 2022:
| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) (c) | |||||||||
| Equity compensation plans approved by security holders | — | — | — | |||||||||
| Equity compensation plans not approved by security holders | — | — | 237,500,000 | |||||||||
Item 13. Certain Relationships and Related Transactions, and Director Independence
Our related party debt consisted of the following:
| December 31, 2022 | December 31, 2021 | |||||||
| Convertible Promissory Note entered into on 4/27/20, net of debt discount of $952,218 as of December 31, 2022 [1] | $ | 347,782 | $ | 239,521 | ||||
| Convertible Promissory Note entered into on 5/27/20, net of debt discount of $516,980 as of December 31, 2022 [2] | 183,020 | 124,149 | ||||||
| Convertible Promissory Note entered into on 11/9/20, net of debt discount of $1,006,221 as of December 31, 2022 [3] | 293,779 | 198,187 | ||||||
| Promissory note entered into on 12/15/20, net of debt discount of $0 as of December 31, 2022 [4] | - | 80,322 | ||||||
| Convertible Promissory Note entered into on 3/30/21, net of debt discount of $0 as of December 31, 2022 [5] | - | 476,670 | ||||||
| Working Capital Promissory Note entered into on 3/22/21 [6] | 1,201,927 | 1,200,607 | ||||||
| Total related-party debt | 2,026,508 | 2,319,456 | ||||||
| Less: Current portion | (1,201,927 | ) | (1,832,642 | ) | ||||
| Related-party debt, long term | $ | 824,581 | $ | 486,814 | ||||
| [1] | On April 27, 2020 we received proceeds of $1,300,000 from DBR Capital, LLC, an entity controlled by a member of our Board of Directors, and entered into a convertible promissory note. The note is secured by collateral of the Company and its subsidiaries, .and certain Company shares pledged by non-affiliated shareholders. The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. Per the original terms of the agreement the note was convertible into common stock at a conversion price of $0.01257 per share, which was amended on November 9, 2020 to reduce the conversion price to $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $1,300,000. During the year ended March 31, 2021 we recognized $120,318 of the debt discount into interest expense as well as expensed an additional $241,225 of interest expense on the note, all of which was repaid during the period. During the nine months ended December 31, 2021 we recognized $97,536 of the debt discount into interest expense as well as expensed an additional $195,012 of interest expense on the note, of which $173,344 was repaid during the period, leaving $21,668 of accrued interest in the balance shown here. During the year ended December 31, 2022 we recognized $129,929 of the debt discount into interest expense as well as expensed an additional $260,016 of interest expense on the note and made payments for interest of $281,684, leaving no accrued interest in the balance shown here. |
| [2] | On May 27, 2020 we received proceeds of $700,000 from DBR Capital, LLC, an entity controlled by a member of our Board of Directors, and entered into a convertible promissory note. The note is secured by collateral of the Company and its subsidiaries, .and certain Company shares pledged by non-affiliated shareholders. The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. Per the original terms of the agreement the note was convertible into common stock at a conversion price of $0.01257 per share, which was amended on November 9, 2020 to reduce the conversion price to $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $700,000. During the year ended March 31, 2021 we recognized $59,525 of the debt discount into interest expense as well as expensed an additional $118,616 of interest expense on the note, all of which was repaid during the period. During the nine months ended December 31, 2021 we recognized $52,954 of the debt discount into interest expense as well as expensed an additional $105,003 of interest expense on the note, of which $93,333 was repaid during the period, leaving $11,669 of accrued interest in the balance shown here. During the year ended December 31, 2022 we recognized $70,541 of the debt discount into interest expense as well as expensed an additional $140,004 of interest expense on the note and made payments for interest of $151,673, leaving no accrued interest in the balance shown here. |
| 36 |
| [3] | On November 9, 2020 we received proceeds of $1,300,000 from DBR Capital, LLC, an entity controlled by a member of our Board of Directors, and entered into a convertible promissory note. The note is secured by collateral of the Company and its subsidiaries, .and certain Company shares pledged by non-affiliated shareholders. The note bears interest at 38.5% per annum, made up of a 25% interest rate per annum and a facility fee of 13.5% per annum, payable monthly beginning February 1, 2021, and the principal is due and payable on April 27, 2030. Per the terms of the agreement the note is convertible into common stock at a conversion price of $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $1,300,000. During the year ended March 31, 2021 we recognized $53,414 of the debt discount into interest expense as well as expensed an additional $198,601 of interest expense on the note, all of which was repaid during the period. During the nine months ended December 31, 2021 we recognized $103,067 of the debt discount into interest expense as well as expensed an additional $375,372 of interest expense on the note, of which $333,667 was repaid during the period, leaving $41,706 of accrued interest in the balance shown here. During the year ended December 31, 2022 we recognized $137,297 of the debt discount into interest expense as well as expensed an additional $500,496 of interest expense on the note and made payments for interest of $542,203, leaving no accrued interest in the balance shown here. |
| [4] | On December 15, 2020 we received proceeds of $154,000 from Wealth Engineering, an entity controlled by former members of our management team and Board of Directors, and entered into a promissory note for $600,000. The term of the note required monthly repayments of $20,000 per month for 30 months. At inception we recorded a debt discount of $446,000 representing the difference between the cash received and the total amount to be repaid. During the year ended March 31, 2021 we recognized $51,838 of the debt discount into interest expense and made four monthly repayments totaling $80,000. During the nine months ended December 31, 2021 we recognized $134,485 of the debt discount into interest expense and made nine monthly repayments totaling $180,000. During the year ended December 31, 2022 we recognized $259,678 of the debt discount into interest expense and made a payment of $340,000 to pay the note in full. |
| [5] | Effective March 30, 2021 we restructured a $1,000,000 promissory note with $200,000 of accrued interest, along with a $350,000 short-term advance, with Joseph Cammarata, our then Chief Executive Officer. The new note had a principal balance of $1,550,000, was given a 5% interest rate, and was convertible at $0.02 per share. As a result of the fixed conversion price we recorded a beneficial conversion feature and debt discount of $1,550,000, which was equal to the face value of the note. During the year ended March 31, 2021 we recognized $4,247 of the debt discount into interest expense as well as expensed $212 of interest expense on the new debt. Effective September 21, 2021 we entered into an amendment to the note to extend the due date to September 30, 2022, allow for partial conversions, and change the conversion price to $0.008 per share. As the terms of the note changed substantially, we accounted for the amendment as an extinguishment and new note. Through September 21, 2021 we recognized $738,904 of the initial debt discount into interest expense, removed $806,849 of the remaining debt discount from the books, recorded a beneficial conversion feature due to the fixed conversion price and a debt discount of $1,550,000, which was equal to the face value of the amended note, and recorded a net $743,151 into additional paid in capital as a gain due to the extinguishment transaction being between related parties and thus a capital transaction. From September 21, 2021, the date of the amendment and through December 31, 2021 we recognized $418,583 of the $1,550,000 debt discount into interest expense. Also, during the nine months ended December 31, 2021 we expensed $57,874 of interest expense on the debt, resulting in an accrued interest balance of $58,086 as of December 31, 2021. From January 1, 2022 through March 30, 2022, the date the note was repaid, we recognized $166,576 of the debt discount into interest expense. Upon repayment of the loan, we recognized the remaining debt discount of $964,841 into interest expense. Also, during the year ended December 31, 2022 we expensed $19,626 of interest expense on the note and made a payment to pay the note and accrued interest in full. |
| [6] | 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 $607 worth of interest expense on the loan during the nine months ended December 31, 2021. 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. During the year ended December 31, 2022 we recorded interest expense of $$1,320 on the note. 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. |
In addition to the above related party debt transactions that were outstanding as of December 31, 2021 and March 31, 2021, during the nine months ended December 31, 2021 we obtained a short-term advance of $100,000 from Wealth Engineering, an entity controlled by Mario Romano and Annette Raynor, former members of our management team and Board of Directors, and repaid the amount in full.
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In addition to the above-mentioned related-party lending arrangements, during the nine months ended December 31, 2021 we sold cryptocurrency packages to related parties for gross proceeds of $1,000 to Gravitas and we paid related parties $2,289,969 worth of commissions on the sales of our products. Of the $2,289,969 in commissions, $1,750,860 was paid to TFU, $200,947 was paid to Fidelis Funds, $311,163 was paid to Marketing Mavens, LLC, an entity owned by the spouse of Annette Raynor, and $27,000 was paid to the children of Mario Romano and Annette Raynor. Also, during the nine months ended December 31, 2021, we paid consulting fees to Wealth Engineering, LLC, an entity owned by Mario Romano and Annette Raynor, of $245,450, and made dividend payments to the children of Mario Romano of $4,323. We also paid expenses of MPower in the amounts of $251,405 and $197,523, respectively, under the terms of the Securities Purchase Agreement entered into on March 22, 2021 and we closed on the acquisition of MPower’s net assets on September 3, 2021. We also recorded 59,999,999 shares as forfeited as a result of 1) our Chief Accounting Officer returning 6,666,666 shares to the Company prior to their vesting date and 2) Joseph Cammarata, Mario Romano, and Annette Raynor, three former members of our management team and Board of Directors, that resigned from their positions with the Company; thus losing their rights to 53,333,333 shares that were to have vested upon the annual anniversaries of their award grant date, had they still been directors at such a date. As a result of the forfeitures, we reversed previously recognized compensation cost of $163,982 during the nine months ended December 31, 2021. Also, during the nine months ended December 31, 2021, 12,998,630 shares were surrendered by members of our then Board of Directors in exchange for our agreement to cover $519,945 in tax withholdings.
April 2020 Convertible Note Financing Arrangement with DBR Capital, LLC
On April 27, 2020, we entered into a Securities Purchase Agreement and related agreements with DBR Capital, LLC (“DBR Capital”), a company wholly owned by David B. Rothrock, the Chairman of our Board of Directors. Under the Securities Purchase Agreement, DBR Capital purchased a $1,300,000 convertible promissory note at closing and, subject to certain conditions, agreed to purchase additional convertible promissory notes over four additional closings. On May 27, 2020 and November 9, 2020, we completed our second and third closings, respectively, under the Securities Purchase Agreement. At the May 27, 2020 closing, DBR Capital purchased a $700,000 convertible secured promissory note, which bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. At the November 9, 2020 closing, DBR Capital purchased a $1,300,000 convertible secured promissory note, which bears interest at 25% interest rate per annum and carries a facility fee of 13.5% per annum, is payable monthly beginning February 1, 2021, and the principal is due and payable on April 27, 2030. The convertible promissory notes are each convertible into our common stock at a conversion price of $0.007 per share by DBR Capital at any time prior to their maturity or by the Company if certain benchmarks relating to the trading price and volume of the common stock are met. The convertible promissory notes are secured by collateral of the Company and its subsidiaries, .and certain Company shares pledged by non-affiliated shareholders.
In addition to the first three closings, DBR Capital has the right to purchase additional convertible promissory notes of $5.7 million at a fourth closing, and $2.0 million at a fifth closing. Pursuant to November 2021 and August 12, 2022 amendments to the Securities Purchase Agreement, the deadlines for the fourth and fifth closings which were originally December 31, 2021 and December 31, 2022, respectively, were extended until December 31, 2024.
In connection with such Securities Purchase Agreement and related agreements, Messrs. Rothrock and Bell were appointed as DBR Capital’s designees to our Board of Directors. On November 9, 2020, the Securities Purchase Agreement and related transaction documents were amended to, among other things, expand our Board of Directors to seven members, leaving two seats vacant, and to allow DBR Capital to fill those vacancies and remove directors in the event of default under the transaction documents.
DBR Capital Marketing and Distribution Arrangements with Oneiro.
DBR Capital, a company wholly owned by David B. Rothrock, has been an investor in Oneiro NA, Inc. (“Oneiro”) since 2016, and currently serves as a worldwide marketing and distribution agent for Oneiro. In connection therewith, DBR Capital is entitled to certain performance fees from Oneiro for worldwide sales of ndau introduced by DBR Capital, including purchases by Investview or any affiliates of Investview. The performance fee is determined as a commission on sales, with a floating range between 5% to 10% of sales, on aggregate sales ranging from $1 million to over $40 million. The performance fee is to be paid in ndau coins. During the year ended December 31, 2021, DBR Capital earned a performance fee in connection with sales by Oneiro to Investview of approximately 77,000 ndau coins.
In recognition of the February 2022 reorganization of the executive management team and Board of Directors of Investview, and the equity restructuring of executive equity incentives that occurred on June 24, 2022, to avoid the appearance of any potential conflicts of interest, DBR Capital has elected to: (i) effective as of April 1, 2022, contribute the 2021 performance fee of 77,000 ndau coins to Investview for use in its business and to help support the existing purchasers of ndau in the discretion of the Board of Directors, none of which have been sold or transferred; and (ii) for so long as Mr. Rothrock remains either an executive officer or director of the Company, renounce and assign to the Company, for its discretionary use, its rights in and to any further performance fees related to ndau sales by Oneiro to Investview or any of its affiliates to which it may be entitled under its arrangements with Oneiro.
| 38 |
March 2021 Agreement to Acquire Assets of SSA Technologies
On March 22, 2021, we entered into Securities Purchase Agreements to purchase a FINRA-registered broker-dealer and other operating assets of SSA Technologies LLC, an entity controlled and partially owned by Joseph Cammarata, our former Chief Executive Officer. Pursuant to these agreements, we agreed to acquire the SSA assets for the issuance of non-voting membership interests in our wholly owned subsidiary, Investview Financial Group Holdings, LLC (“IFGH”), which are in the future redeemable for 242,000,000 Investview common shares on a one-for-one basis. In connection with the closing under the agreements, which has not yet occurred, the redeemable membership interests being issued to the SSA equity holders, as well as the resulting shares of Investview common stock issued upon the exercise of such redemption rights, will be issued as shares of restricted securities issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The closing of the SSA transaction was subject to various closing conditions, including obtaining FINRA approval to the change of control transaction, which we believe had been unduly impeded due to certain complications relating to legal proceedings involving Mr. Cammarata in connection with his activities which were unrelated to Investview and its businesses. Due to these complications and delays, and following the lapsing of an outside closing date, we elected to terminate this agreement during 2022, and continue our search for alternative acquisitions within the brokerage industry.
September 2021 Acquisition of Assets of MPower Trading Systems
On March 22, 2021, we entered into Securities Purchase Agreement to acquire the MPower Smart Trading Platform, as well as the other operating assets and intellectual property of MPower Trading Systems LLC (“MPower”), a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members. MPower was the developer and owner of Prodigio, a proprietary software-based trading platform with applications within the brokerage industry. In consideration for the acquisition of such assets, we agreed to issue non-voting Class B membership interests in our wholly owned subsidiary, IFGH, which are in the future redeemable for 565,000,000 Investview common shares on a one-for-one basis (the “Class B Redeemable Units”); with the expectation to create a financial technology and brokerage firm for active traders and investors. On September 3, 2021, we completed the acquisition of the operating assets and intellectual property rights of MPower under the terms generally contained within the original Securities Purchase Agreement, as it was amended on the closing date. The Class B Redeemable Units issued in the transaction are being held under and subject to a lock-up agreement. We have agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares issuable upon redemption of the Class B Redeemable Units.
Messrs. Bell and Rothrock, managers and principal equity holders of MPower, are also members of our Board of Directors. Following full disclosure of their interest, the transaction was approved by the full Investview Board of Directors, including unanimous support by its independent directors. The purchase price for the MPower assets was determined through negotiations with the Investview directors without a conflicting interest in the transaction and was based generally on the value of the Class B Redeemable Units exchanged in the transaction on the date of the original Securities Purchase Agreement. In the transaction, DBR Capital, LLC, an affiliate of David B. Rothrock, also retained a royalty-free right to use certain of the acquired assets for certain limited non-competitive purposes.
September 2021 Amendment to Convertible Note
On September 21, 2021, the Company and its former Chief Executive Officer, Joseph Cammarata, agreed to amend the terms of a promissory note held by Mr. Cammarata in the principal amount of $1,550,000. The due date on the note was extended from March 30, 2022, until September 30, 2022, the note was amended to allow for partial conversions, and the conversion price was changed from $0.02 per share to $0.008 per share. We provided notice to Mr. Cammarata of our planned prepayment of the note and do not believe he properly exercised conversion of the note and we tendered payment to him.
Separation and Release Agreements with Two Former Officers and Directors
On January 6, 2022, we entered into Separation and Release Agreements (the “Separation Agreements”) with Mario Romano and Annette Raynor, two of the Company’s founders, and Wealth Engineering, LLC, an affiliate of Mr. Romano and Ms. Raynor. Under the Separation Agreements, Mr. Romano and Ms. Raynor agreed to resign their positions as officers and directors effective immediately as they each transitioned to the roles of strategic advisors to the Company.
Under the terms of the Separation Agreements, the parties agreed that all agreements between Investview and Mr. Romano, Ms. Raynor and Wealth Engineering (other than the Lock-Up Agreement executed by Mr. Romano, Ms. Raynor, Wealth Engineering and the other parties thereto dated March 22, 2021 (the “Lock-Up Agreement”)), were terminated in all respects. The Lock-Up Agreement will continue in full force and effect until April 25, 2025, subject to certain modification by which Mr. Romano and Ms. Raynor agreed to hold certain shares of our common stock until April 2025. Mr. Romano, Ms. Raynor, and Wealth Engineering also agreed to give DBR Capital LLC, on behalf of the Company, an irrevocable proxy to vote all of the shares of our common stock owned, directly or beneficially, by them and certain of their affiliates, in accordance with the direction of our Board of Directors, in its sole discretion.
The Separation Agreements also provided for the surrender by each of Mr. Romano and Ms. Raynor of certain shares of our common stock to us in general consideration for the covenants and agreements of the parties; the payment of the balance owed under a $600,000 promissory note owed by us to Wealth Engineering; and the Company’s payment of $1,724,077.56 to the applicable federal and state taxing authorities on behalf of Wealth Engineering as payment for the estimated federal and state taxes that Wealth Engineering may have been subject in connection with the vesting of 63,333,333 Company restricted shares on July 22, 2021.
| 39 |
In their roles as Strategic Advisors, Mr. Romano and Ms. Raynor are expected to provide us with advisory services and general assistance, including assisting in general corporate and operational matters as may be assigned to them from time-to-time, as well as to assist and cooperate in responding to inquiries of the SEC, FINRA or any other regulatory body or agency. In consideration of the various elements of the Separation Agreement, including the payments made to them or on their behalf, as well as continued payments to be made to them as Strategic Advisors, Mr. Romano and Ms. Raynor agreed to certain non-solicitation, non-competition and standstill provisions.
Item 14. Principal Accountant Fees and Services
The following is a summary of the fees billed to us for professional services rendered for the following periods:
| Year Ended December 31, 2022 | Nine Months Ended December 31, 2021 | |||||||
| Audit Fees | $ | 122,600 | $ | 122,600 | ||||
| Audit Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total | $ | 122,600 | $ | 122,600 | ||||
Audit Fees. Consists of fees billed for professional services rendered for the audit of our consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services in connection with statutory and regulatory filings or engagements.
Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”
Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice, and tax planning.
All Other Fees. Consists of fees for products and services other than the services reported above.
Policy on Audit Committee Preapproval of Audit and Permissible Non-Audit Services of Independent Auditors
We do not have a designated Audit Committee, and accordingly, our board of directors’ policy is to preapprove all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services, and other services. Preapproval is generally provided for up to one year and any preapproval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company’s board of directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The board of directors may also preapprove particular services on a case-by-case basis.
| 40 |
Item 15. Exhibits and Financial Statement Schedules
| Exhibit Number* |
Title of Document |
Location | ||
| Item 2 | Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession | |||
| 2.01 | Contribution Agreement between Investview, Inc., Wealth Generators, LLC, and the members of Wealth Generators, LLC dated March 31, 2017 | Incorporated by reference to the Current Report on Form 8-K filed April 6, 2017 | ||
| Item 3 | Articles of Incorporation and Bylaws | |||
| 3.01 | Articles of Incorporation | Incorporated by reference to the Form 10SB12G filed August 12, 1999 | ||
| 3.02 | Articles of Amendments to the Articles of Incorporation | Incorporated by reference to the Form 10SB12G filed August 12, 1999 | ||
| 3.03 | Bylaws | Incorporated by reference to the Form 10SB12G filed August 12, 1999 | ||
| 3.04 | Amendment to Articles of Incorporation or by-laws | Incorporated by reference to the Current Report on Form 8-K filed February 15, 2007 | ||
| 3.05 | Certificate of Change filed pursuant to NRS 78.209 | Incorporated by reference to the Current Report on Form 8-K filed April 6, 2012 | ||
| 3.06 | Articles of Merger filed pursuant to NRS 92.A.200 | Incorporated by reference to the Current Report on Form 8-K filed April 6, 2012 | ||
| 3.07 | Certificate of Amendment to Articles of Incorporation | Incorporated by reference to the Definitive Information Statement filed December 20, 2017 | ||
| Item 4 | Instruments Defining the Rights of Security Holders, including indentures | |||
| 4.01 | Common Stock Specimen | Incorporated by reference to the Registration Statement on Form S-1 filed January 12, 2018 | ||
| Item 10 | Material Contracts | |||
| 10.49 | Securities Purchase and Royalty Agreement between Investview, Inc., and Brian McMullen, dated as of July 23, 2019 | Incorporated by reference to the Current Report on Form 8-K filed August 1, 2019 | ||
| 10.50 | Convertible Promissory Note, dated as of July 23, 2019 | Incorporated by reference to the Current Report on Form 8-K filed August 1, 2019 | ||
| 10.51 | Employment Agreement between Investview, Inc. and Jayme McWidener, effective as of September 15, 2019 | Incorporated by reference to the Current Report on Form 8-K filed September 12, 2019 | ||
| 10.55.1 | Certificate of Amendment of Certificate of Designation of Designation of 13% Series B Cumulative Redeemable Perpetual Preferred Stock, as Amended, filed herewith | Filed with the POS AM as filed with the SEC on June 2, 2020. | ||
| 10.57 | Common Stock Purchase Warrant | Filed with the S-1/A on March 3, 2020. | ||
| 10.58 | Form of Warrant Exercise | Filed as part of Exhibit 10.57. |
| 41 |
| Exhibit Number* | Title of Document | Location | ||
| 10.63 | Securities Purchase Agreement and related agreements between Investview, Inc. and DBR Capital, LLC; Sales of Unregistered Securities; Departure of Directors or Certain Officers, and Election of Directors, | Incorporated by reference to the Current Report on form 8-K/A filed on April 30, 2020 | ||
| 10.64 | Consent of Holders of Series B Preferred | Filed with the POS AM as filed with the SEC on June 2, 2020 herewith | ||
| 10.65 | Convertible Secured Promissory Note by Investview, Inc., and DBR Capital, LLC, dated as of May 27, 2020 | Incorporated by reference to the Current Report on form 8-K filed on June 2, 2020 | ||
| 10.66 | Amended and Restated Securities Purchase Agreement dated November 9, 2020 | Incorporated by reference to the Current Report on form 8-K filed on November 13, 2020 | ||
| 10.67 | Convertible Promissory Note dated November 9, 2020 | Incorporated by reference to the Current Report on form 8-K filed on November 13, 2020 | ||
| 10.68 | Amended and Restated Convertible Secured Promissory Note in the Amount of $1,300,000 dated November 9, 2020 (originally dated April 27, 2020) | Incorporated by reference to the Current Report on form 8-K filed on November 13, 2020 | ||
| 10.69 | Amended and Restated Convertible Secured Promissory Note in the Amount of $700,000 dated November 9, 2020 (originally dated May 27, 2020) | Incorporated by reference to the Current Report on form 8-K filed on November 13, 2020 | ||
| 10.70 | First Amendment to Investor Rights Agreement of April 27, 2020, dated November 9, 2020 | Incorporated by reference to the Current Report on form 8-K filed on November 13, 2020 | ||
| 10.71 | First Amendment to Voting Agreement of April 27, 2020, dated November 9, 2020 | Incorporated by reference to the Current Report on form 8-K filed on November 13, 2020 | ||
| 10.72 | Guaranty and Collateral Agreement dated May 15, 2020 | Incorporated by reference to the Current Report on form 8-K filed on November 13, 2020 | ||
| 10.74 | Cover Letter and Restricted Shares Award Agreement for David Rothrock | Incorporated by reference to the Current Report on form 8-K filed on November 13, 2020 | ||
| 10.75 | Cover Letter and Restricted Shares Award Agreement for James Bell | Incorporated by reference to the Current Report on form 8-K filed on November 13, 2020 | ||
| 10.78 | Joinder Agreement dated December 23, 2020 | Incorporated by reference to the Current Report on form 8-K filed on December 31, 2020 |
| 42 |
| 43 |
| 44 |
| 45 |
| Exhibit Number* |
Title of Document |
Location | ||
| 10.110 | Non-Statutory Option Award and Non-Statutory Option Award Agreement for David B. Rothrock #1 | Incorporated by reference to the Current Report on Form 8-K filed on June 30, 2022 | ||
| 10.111 | Non-Statutory Option Award and Non-Statutory Option Award Agreement for David B. Rothrock #2 | Incorporated by reference to the Current Report on Form 8-K filed on June 30, 2022 | ||
| 10.112 | Amendment to Employment Agreement with Victor Oviedo | Incorporated by reference to the Current Report on Form 8-K filed on June 30, 2022 | ||
| 10.113 | Non-Statutory Option Award and Non-Statutory Option Award Agreement for Victor Oviedo #1 | Incorporated by reference to the Current Report on Form 8-K filed on June 30, 2022 | ||
| 10.114 | Non-Statutory Option Award and Non-Statutory Option Award Agreement for Victor Oviedo #2 | Incorporated by reference to the Current Report on Form 8-K filed on June 30, 2022 | ||
| 10.115 | Amendment to Employment Agreement with James R. Bell | Incorporated by reference to the Current Report on Form 8-K filed on June 30, 2022 | ||
| 10.116 | Non-Statutory Option Award and Non-Statutory Option Award Agreement for James R. Bell #1 | Incorporated by reference to the Current Report on Form 8-K filed on June 30, 2022 | ||
| 10.117 | Non-Statutory Option Award and Non-Statutory Option Award Agreement for James R. Bell #2 | Incorporated by reference to the Current Report on Form 8-K filed on June 30, 2022 | ||
| 10.118 | Amendment to Employment Agreement with Myles Gill | Incorporated by reference to the Current Report on Form 8-K filed on June 30, 2022 | ||
| 10.119 | Non-Statutory Option Award and Non-Statutory Option Award Agreement for Myles P Gill | Incorporated by reference to the Current Report on Form 8-K filed on June 30, 2022 | ||
| 10.120 | Amended and Restated Employment Agreement with Ralph Valvano | Incorporated by reference to the Current Report on Form 8-K filed on June 30, 2022 | ||
| 10.121 | Non-Statutory Option Award and Non-Statutory Option Award Agreement for Ralph Valvano #1 | Incorporated by reference to the Current Report on Form 8-K filed on June 30, 2022 | ||
| 10.122 | Non-Statutory Option Award and Non-Statutory Option Award Agreement for Ralph Valvano #2 | Incorporated by reference to the Current Report on Form 8-K filed on June 30, 2022 | ||
| 10.123 | Fourth Amendment to Amended and Restated Securities Purchase Agreement dated as of November 9, 2020 | Incorporated by reference to the Quarterly Report on Form 10-Q filed on August 15, 2022 | ||
| Item 21 | Subsidiaries of the Registrant | |||
| 21.01 | Schedule of Subsidiaries | Incorporated by reference to Amendment No. 2 to the Registration Statement on Form S-1/A filed March 11, 2019 | ||
| Item 23 | Consents of Experts and Counsel | |||
| 23.01 | Consent of M&K CPAs | This filing. |
| 46 |
| Exhibit Number* | Title of Document | Location | ||
| Item 31 | Rule 13a-14(a)/15d-14(a) Certifications | |||
| 31.01 | Rule 13a-14(a) Certification of Principal Executive Officer | This filing. | ||
| 31.02 | Rule 13a-14(a) Certification of Principal Financial Officer | This filing. | ||
| Item 32 | Section 1350 Certifications | |||
| 32.01 | Section 1350 Certification of the Principal Executive Officer | This filing. | ||
| 32.02 | Section 1350 Certification of the Principal Financial Officer | This filing. | ||
| Item 101 | Interactive Data Files*** | |||
| 101.INS | Inline XBRL Instance Document | This filing. | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | This filing. | ||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | This filing. | ||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | This filing. | ||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | This filing. | ||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | This filing. | ||
| 104 | Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document. | |||
| * | All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit. | |
| ** | Identifies each management contract or compensatory plan or arrangement required to be filed as an exhibit, as required by Item 15(a)(3) of Form 10-K. | |
| *** | Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of this annual report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act and otherwise are not subject to liability. |
Item 16. Form 10-K Summary
Not included.
| 47 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Investview Inc. | ||
| Dated: March 31, 2023 | By: | /s/ Victor M. Oviedo |
| Victor M. Oviedo | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Dated: March 31, 2023 | By: | /s/ Ralph R. Valvano |
| Ralph R. Valvano | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Victor M. Oviedo | Chief Executive Officer and Director | March 31, 2023 | ||
| Victor M. Oviedo | (Principal Executive Officer) | |||
| /s/ Ralph R. Valvano | Chief Financial Officer | March 31, 2023 | ||
| Ralph R. Valvano | (Principal Financial and Accounting Officer) | |||
| /s/ James Bell | President, Chief Operating Officer and Director | March 31, 2023 | ||
| James Bell | ||||
| /s/ David B. Rothrock | Chairman | March 31, 2023 | ||
| David B. Rothrock |
| 48 |
DECEMBER 31, 2022 AND 2021
FORMING A PART OF ANNUAL REPORT
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
INVESTVIEW, INC.
Index to Consolidated Financial Statements
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders of Investview, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Investview, Inc. (the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations and other comprehensive income (loss), stockholders’ equity (deficit), and cash flows for the year ended December 31, 2022 and the nine-month period ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and the nine-month period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Digital Currencies
As discussed in the notes to the financial statements, the Company has mining revenues and assets associated with the mining of digital currencies that requires significant judgements with regard to how the revenues are recognized and the assets are capitalized.
Auditing management’s evaluation of the accounting for mining revenues recognized and the capitalized digital assets involved significant judgement and subjectivity due to lack of formal GAAP and PCAOB guidance in the United States.
To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship to the relevant revenues. We also evaluated several different third-party sites and sources to verify the information provided by management.
/s/
We have served as the Company’s auditor since 2021.
March 31, 2023
| F-2 |
INVESTVIEW, INC.
CONSOLIDATED BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash, current | ||||||||
| Prepaid assets | ||||||||
| Receivables | ||||||||
| Inventory | ||||||||
| Income tax paid in advance | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Fixed assets, net | ||||||||
| Other assets: | ||||||||
| Restricted cash, long term | ||||||||
| Other restricted assets, long term | ||||||||
| Operating lease right-of-use asset | ||||||||
| Intangible asset, net | ||||||||
| Deposits | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Payroll liabilities | ||||||||
| Income tax payable | ||||||||
| Customer advance | ||||||||
| Deferred revenue | ||||||||
| Derivative liability | ||||||||
| Dividend liability | ||||||||
| Operating lease liability, current | ||||||||
| Related party debt, net of discounts, current | ||||||||
| Debt, net of discounts, current | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability, long term | ||||||||
| Related party debt, net of discounts, long term | ||||||||
| Debt, net of discounts, long term | ||||||||
| Total long term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Preferred stock, par value: $; shares authorized, and issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | ||||||||
| Common stock, par value $; shares authorized; and shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
INVESTVIEW, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)
| Year Ended | Nine Months Ended | |||||||
| December 31, 2022 | December 31, 2021 | |||||||
| Revenue: | ||||||||
| Subscription revenue, net of refunds, incentives, credits, and chargebacks | $ | $ | ||||||
| Mining revenue | ||||||||
| Mining equipment repair revenue | ||||||||
| Cryptocurrency revenue | ||||||||
| Digital wallet revenue | ||||||||
| Total revenue, net | ||||||||
| Operating costs and expenses: | ||||||||
| Cost of sales and service | ||||||||
| Commissions | ||||||||
| Selling and marketing | ||||||||
| Salary and related | ||||||||
| Professional fees | ||||||||
| Impairment expense | ||||||||
| Bad debt expense | ||||||||
| Loss (gain) on disposal of assets | ( | ) | ( | ) | ||||
| General and administrative | ||||||||
| Total operating costs and expenses | ||||||||
| Net income (loss) from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Gain (loss) on debt extinguishment | ||||||||
| Gain (loss) on fair value of derivative liability | ||||||||
| Realized gain (loss) on cryptocurrency | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest expense, related parties | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Total other income (expense) | ( | ) | ||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||
| Income tax expense | ( | ) | ( | ) | ||||
| Net income (loss) | ( | ) | ( | ) | ||||
| Dividends on Preferred Stock | ( | ) | ( | ) | ||||
| Net income (loss) applicable to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive income (loss), net of tax: | ||||||||
| Foreign currency translation adjustments | $ | ( | ) | $ | ( | ) | ||
| Total other comprehensive income (loss) | ( | ) | ( | ) | ||||
| Comprehensive income (loss) applicable to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Basic income (loss) per common share | $ | ( | ) | $ | ( | ) | ||
| Diluted income (loss) per common share | $ | ( | ) | $ | ( | ) | ||
| Basic weighted average number of common shares outstanding | ||||||||
| Diluted weighted average number of common shares outstanding | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
INVESTVIEW, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
| Preferred Stock | Common Stock | Additional
Paid in | Accumulated Other
Comprehensive | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income (Loss) | Deficit | Total | |||||||||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Preferred stock issued for cash | - | |||||||||||||||||||||||||||||||
| Preferred stock issued for cryptocurrency | - | |||||||||||||||||||||||||||||||
| Common stock issued for services and compensation | - | |||||||||||||||||||||||||||||||
| Common stock repurchased | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Common stock repurchased from related parties | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Common stock cancelled | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Common stock issued for warrant exercise | - | |||||||||||||||||||||||||||||||
| Derivative liability recorded for warrants issued with preferred stock | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Derivative liability extinguished for warrants exercised | - | - | ||||||||||||||||||||||||||||||
| Class B units of subsidiary issued to a related party for asset acquisition | - | - | ||||||||||||||||||||||||||||||
| Contributed capital | - | - | ||||||||||||||||||||||||||||||
| Dividends | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income (loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Common stock issued for services and compensation | - | - | ||||||||||||||||||||||||||||||
| Common stock repurchased | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Common stock repurchased from related parties | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Common stock cancelled | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Contributed capital | - | - | ||||||||||||||||||||||||||||||
| Dividends | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income (loss) | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
INVESTVIEW INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended | Nine Months Ended | |||||||
| December 31, 2022 | December 31, 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of debt discount | ||||||||
| Stock issued for services and compensation | ||||||||
| Lease cost, net of repayment | ( | ) | ||||||
| (Gain) loss on asset acquisition | ||||||||
| (Gain) loss on debt extinguishment | ( | ) | ( | ) | ||||
| (Gain) loss on disposal of assets | ( | ) | ( | ) | ||||
| (Gain) loss on Class B Units of subsidiary issued to a related party for asset acquisition | ||||||||
| Loss on fair value of derivative liability | ( | ) | ( | ) | ||||
| Realized (gain) loss on cryptocurrency | ( | ) | ||||||
| Bad debt expense | ||||||||
| Impairment expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Receivables | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Prepaid assets | ( | ) | ( | ) | ||||
| Income tax paid in advance | ( | ) | ||||||
| Other current assets | ( | ) | ( | ) | ||||
| Deposits | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Income tax payable | ( | ) | ||||||
| Customer advance | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Accrued interest | ||||||||
| Accrued interest, related parties | ||||||||
| Net cash provided by (used in) operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Cash received from the disposal of fixed assets | ||||||||
| Cash paid for fixed assets | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related party debt | ||||||||
| Repayments for related party debt | ( | ) | ( | ) | ||||
| Repayments for debt | ( | ) | ( | ) | ||||
| Payments for shares repurchased | ( | ) | ( | ) | ||||
| Payments for shares repurchased from related parties | ( | ) | ( | ) | ||||
| Dividends paid | ( | ) | ( | ) | ||||
| Proceeds from the sale of preferred stock | ||||||||
| Proceeds from the exercise of warrants | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of exchange rate translation on cash | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | ) | ||||||
| Cash, cash equivalents, and restricted cash - beginning of period | ||||||||
| Cash, cash equivalents, and restricted cash - end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Prepaid assets reclassified to fixed assets | $ | $ | ||||||
| Fixed asset acquired with cryptocurrency | $ | $ | ||||||
| Fixed assets moved to inventory | $ | $ | ||||||
| Common stock cancelled | $ | $ | ||||||
| Derivative liability recorded for warrants issued | $ | $ | ||||||
| Derivative liability extinguished with warrant exercise | $ | $ | ||||||
| Recognition of lease liability and ROU asset at lease commencement | $ | $ | ||||||
| Preferred shares issued in exchange for cryptocurrency | $ | $ | ||||||
| Dividends declared | $ | $ | ||||||
| Dividends paid with cryptocurrency | $ | $ | ||||||
| Debt extinguished in exchange for cryptocurrency | $ | $ | ||||||
| Related party debt extinguished in exchange for cryptocurrency | $ | $ | ||||||
| Net assets acquired for noncontrolling interest in subsidiary | $ | $ | ||||||
| Contributed capital | $ | $ | ||||||
| Class B units of subsidiary issued to a related party for asset acquisition | $ | $ | ||||||
| Contribution of crypto currency from related party | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Organization
Investview,
Inc. was incorporated on
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 of the outstanding securities of Wealth Generators in exchange for an aggregate of 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 $
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.
Nature of 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 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 wind down 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.
| F-7 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Prior to September 20, 2021 we operated the Company on a March 31, fiscal year end. Effective September 30, 2021 we changed our fiscal year to December 31.
Principles of Consolidation
The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries: iGenius, LLC (formerly Kuvera, LLC), Kuvera France S.A.S (through its closure date in June of 2021), Apex Tek, LLC (formerly Razor Data, LLC), SAFETek, LLC (formerly WealthGen Global, LLC), , United Games, LLC, United League, LLC, Investment Tools & Training, LLC, iGenius Global LTD (formerly Kuvera (N.I.) LTD), Investview Financial Group Holdings, LLC, and Investview MTS, LLC. All intercompany transactions and balances have been eliminated in consolidation.
Financial Statement Reclassification
Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.
Use of Estimates
The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Foreign Exchange
We have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements. The operations of Kuvera France S.A.S. 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).
Subsequent to June 2021, 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 the accounts of Kuvera France S.A.S. and our Euro bank account into USD at the following balance sheet dates.
SCHEDULE OF EXCHANGE RATES
| December 31, 2021 | ||||
| Euro to USD | ||||
| F-8 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
The following rates were used to translate the accounts of Kuvera France S.A.S. and the activity from our Euro bank account into USD for the following operating periods:
Year ended December 31, 2022 | Nine Months ended December 31, 2021 | |||||||
| Euro to USD | ||||||||
Concentration of 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 $
Cash Equivalents 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 December 31, 2022 and 2021, we had no cash equivalents.
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
| December 31, 2022 | December 31, 2021 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash, current | ||||||||
| Restricted cash, long term | ||||||||
| Total cash, cash equivalents, and restricted cash shown on the statement of cash flows | $ | $ | ||||||
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 $
Fixed Assets
Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.
| F-9 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
As of December 31, 2022 and 2021 fixed assets were made up of the following:
SCHEDULE OF FIXED ASSETS
| Estimated | ||||||||||||
| Useful | ||||||||||||
| Life | December 31, | December 31, | ||||||||||
| (years) | 2022 | 2021 | ||||||||||
| Furniture, fixtures, and equipment | $ | $ | ||||||||||
| Computer equipment | ||||||||||||
| Leasehold improvements | ||||||||||||
| Data processing equipment | ||||||||||||
| Construction in progress | N/A | |||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||||
| Net book value | $ | $ | ||||||||||
Total
depreciation expense for the years ended December 31, 2022 and 2021, was $
Long-Lived Assets – Cryptocurrencies & Intangible Assets
We account for our cryptocurrencies and intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC 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 December 31, 2022 and 2021 were $
On
March 22, 2021, we entered into Securities Purchase Agreement to acquire the operating assets and intellectual property rights of MPower
Trading Systems LLC, a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members (see NOTE
12). As a result, we obtained Prodigio, a proprietary software-based trading platform with applications within the brokerage industry,
which was valued at $
Impairment of Long-Lived Assets
We have adopted ASC Subtopic 360-10, Property, Plant and Equipment. ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by us be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.
| F-10 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
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 year ended December 31, 2022 we impaired computer equipment with a cost basis of $
During
the nine months ended December 31, 2021 we impaired computer equipment with a cost basis of $
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability.
U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:
| Level 1: | Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. | |
| Level 2: | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: |
| - | quoted prices for similar assets or liabilities in active markets; | |
| - | quoted prices for identical or similar assets or liabilities in markets that are not active; | |
| - | inputs other than quoted prices that are observable for the asset or liability; and | |
| - | inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| Level 3: | Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). |
Our financial instruments consist of cash, accounts receivable, and accounts payable. We have determined that the book value of our outstanding financial instruments as of December 31, 2022 and 2021, approximates the fair value due to their short-term nature.
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, 2022:
SCHEDULE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Total Assets | $ | $ | $ | $ | ||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
| Total Liabilities | $ | $ | $ | $ | ||||||||||||
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 1 | Level 2 | Level 3 | Total | |||||||||||||
| Total Assets | $ | $ | $ | $ | ||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
| Total Liabilities | $ | $ | $ | $ | ||||||||||||
| F-11 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
Revenue Recognition
Subscription Revenue
Most
of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue
in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized
when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed
subscription period; therefore, we recognize revenue ratably over the subscription period and deferred revenue is recorded for the portion
of the subscription period subsequent to each reporting date. Additionally, we offer a designated trial period to first time subscription
customers, during which a full refund can be requested if a customer does not wish to continue with the subscription. Revenues are deferred
during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives,
credits, and known and estimated credit card chargebacks. As of December 31, 2022 and 2021 our deferred revenues were $
Mining Revenue
Through our wholly owned subsidiary, SAFETek, LLC, we leased equipment under a sales-type lease through June of 2020. In June of 2020 we cancelled all leases and purchased all of the rights and obligations under the leases, which included obtaining ownership of all equipment. We use the equipment on blockchain networks to validate and add blocks of transactions to blockchain ledgers (commonly referred to as “mining”). As compensation for mining we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us. Our mining activities constitute our ongoing major and central operations of SAFETek, LLC. Because we do not have contracts, nor do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately granted to us as a result of our mining activities.
Cryptocurrency Revenue
We
generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with third-party suppliers. The various
packages include different amounts of coin with differing rates of returns and terms and, in some cases prior to January 2022, included
a product protection option that allows the purchaser to protect their initial purchase price.
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 December 31, 2022 and 2021 our customer advances related to cryptocurrency revenue were $
Mining Equipment Repair Revenue
Through our wholly owned subsidiary, SAFETek, LLC, we repair broken mining equipment for sale to third-party customers. We recognize miner equipment repair revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver the promised goods to our customers.
| F-12 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
Digital Wallet Revenue
We generate revenue from the sale of digital wallets to our customers through an arrangement with a third-party supplier. We offer three tiers of wallets which include different features. The digital wallets are delivered by a third-party supplier. The sale of digital wallets to our customers was discontinued during the year ended December 31, 2022.
We recognize digital wallet revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-parties to provide the wallet to our customers and payment is received from our customers at the time of order placement.
Revenue generated for the year ended December 31, 2022, was as follows:
SCHEDULE OF REVENUE GENERATED
| Subscription Revenue | Cryptocurrency Revenue | Mining Revenue | Mining Equipment Repair Revenue | Digital Wallet Revenue | Total | |||||||||||||||||||
| Gross billings/receipts | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Refunds, incentives, credits, and chargebacks | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Amounts paid to supplier | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Foreign
revenues for the year ended December 31, 2022 was approximately $
Revenue generated for the nine months ended December 31, 2021, was as follows:
| Subscription Revenue | Cryptocurrency Revenue | Mining Revenue | Mining Equipment Repair Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | $ | $ | $ | $ | |||||||||||||||
| Refunds, incentives, credits, and chargebacks | ( | ) | ( | ) | ||||||||||||||||
| Amounts paid to supplier | ( | ) | ( | ) | ||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | |||||||||||||||
Foreign
revenues for the nine months ended December 31, 2021 were approximately $
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 year ended December 31, 2022 and
the nine months ended December 31, 2021, totaled $
Cost of Sales and Service
Included
in our costs of sales and services is amounts paid to our trading and market experts that provide financial education content and tools
to our subscription customers and hosting and electricity fees that we pay to vendors to set up our mining equipment at third-party sites
in order to generate mining revenue. Costs of sales and services for the year ended December 31, 2022 and the nine months ended December
31, 2021, totaled $
| F-13 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
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. During the year ended
December 31, 2022, we reclassified $
Income Taxes
We have adopted ASC Subtopic 740-10, 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 using enacted tax rates in effect for the year in which the differences are expected to reverse.
We follow ASC Subtopic 260-10, Earnings per Share, which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Diluted income (loss) per share reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation.
As of December 31, 2022 basic and diluted income per share were the same, as all securities had an antidilutive effect, therefore securities were excluded from the dilutive income per common share calculation ( for warrants, for options, for convertible notes, and for Class B Redeemable Units of subsidiary).
As of December 31, 2021 basic and diluted income per share were the same, as all securities had an antidilutive effect, therefore securities were excluded from the dilutive income per common share calculation ( for warrants, for convertible notes, and for Class B Redeemable Units of subsidiary).
Lease Obligation
We determine if an arrangement is a lease at inception. Operating leases are included in the operating lease right-of-use asset account, the operating lease liability, current account, and the operating lease liability, long term account in our balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
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.
| F-14 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
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 year ended December 31, 2022, we recorded a net loss of $
NOTE 5 – RELATED PARTY TRANSACTIONS
Related Party Debt
Our related party debt consisted of the following:
SCHEDULE OF RELATED PARTY PAYABLES
| December 31, 2022 | December 31, 2021 | |||||||
| Convertible Promissory Note entered into on 4/27/20, net of debt discount
of $ | $ | $ | ||||||
| Convertible Promissory Note entered into on 5/27/20, net of debt discount of $ | ||||||||
| Convertible Promissory Note entered into on 11/9/20, net of debt discount of $ | ||||||||
| Promissory note entered into on 12/15/20, net of debt discount of $ | ||||||||
| Convertible Promissory Note entered into on 3/30/21, net of debt discount of $ | ||||||||
| Working Capital Promissory Note entered into on 3/22/21 [6] | ||||||||
| Total related-party debt | ||||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Related-party debt, long term | $ | $ | ||||||
| [1] | |
| [2] |
| F-15 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
| [3] |
| [4] |
| [5] |
| F-16 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
| [6] |
In
addition to the above related party debt transactions that were outstanding as of December 31, 2022 and December 31, 2021, during
the nine months ended December 31, 2021 we obtained a short-term advance of $
Other Related Party Arrangements
During
the year ended December 31, 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
shares each, which were returned to the Company and cancelled, and we repurchased a total of shares from Mr. Romano
and Ms. Raynor in exchange for cash of $
During the year ended December 31, 2022, we recorded shares as forfeited as a result of 1) our Chief Financial Officer returning 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 outstanding unvested restricted shares and ungranted shares in exchange for the issuance of options to purchase 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.
During
the nine months ended December 31, 2021, DBR Capital elected to contribute ndau coins to us. These coins were valued as of the
day of receipt at $
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 $
| F-17 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
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.
During
the nine months ended December 31, 2021 we sold cryptocurrency packages to related parties for gross proceeds of $
NOTE 6 – DEBT
Our debt consisted of the following:
SCHEDULE OF DEBT
| December 31, 2022 | December 31, 2021 | |||||||
| Loan with the U.S. Small Business Administration dated 4/19/20 [1] | $ | $ | ||||||
| Long term notes for APEX lease buyback [2] | ||||||||
| Total debt | ||||||||
| Less: Current portion | ||||||||
| Debt, long term portion | $ | $ | ||||||
| [1] | ||
| [2] |
| F-18 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
NOTE 7 – DERIVATIVE LIABILITY
During the year ended December 31, 2022 and the nine months ended December 31, 2021, we had the following activity in our derivative liability account:
SCHEDULE OF DERIVATIVE LIABILITY
| Total | ||||
| Derivative liability at March 31, 2021 | $ | |||
| Derivative liability recorded on new instruments (see NOTE 9) | ||||
| Derivative extinguished with warrant exercise (see NOTE 9) | ( | ) | ||
| Change in fair value | ( | ) | ||
| Derivative liability at December 31, 2021 | ||||
| Change in fair value | ( | ) | ||
| Derivative liability at December 31, 2022 | $ | |||
We use the binomial option pricing model to estimate fair value for those instruments convertible into common stock, at inception, at conversion or settlement date, and at each reporting date. During the year ended December 31, 2022 and the nine months ended December 31, 2021, the assumptions used in our binomial option pricing model were in the following range:
SCHEDULE OF ASSUMPTIONS USED IN BINOMINAL OPTION PRICING MODE
| Year Ended December 31, 2022 |
Nine Months Ended December 31, 2021 |
|||||||
| Risk free interest rate | % | % | ||||||
| Expected life in years | ||||||||
| Expected volatility | % | % |
NOTE 8 – OPERATING LEASE
In August 2019 we entered an operating lease for office space in Eatontown, New Jersey (the “Eatontown 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 $
At
commencement of the Conroe Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $
At
commencement of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $
At
date of acquisition of the Haverford lease, right-of-use assets and lease liabilities obtained amounted to $
Operating
lease expense was $
Future minimum lease payments under non-cancellable leases as of December 31, 2021were as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES
| 2023 | $ | |||
| 2024 | ||||
| Total | ||||
| Less: Interest | ( | ) | ||
| Present value of lease liability | ||||
| Operating lease liability, current [1] | ( | ) | ||
| Operating lease liability, long term | $ |
| [1] |
| F-19 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
NOTE 9 – STOCKHOLDERS’ EQUITY
Preferred Stock
We are authorized to issue up to shares of preferred stock with a par value of $ 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
During
the year ended March 31, 2021 we commenced a security offering to sell a total of units at $ per unit (“Unit Offering”),
such that each unit consisted of:
During
the nine months ended December 31, 2021 we sold units for a total of $
As of December 31, 2022 and 2021, we had shares of preferred stock issued and outstanding.
Preferred Stock Dividends
During
the nine months ended December 31, 2021 we recorded $
During
the year ended December 31, 2022 we recorded $
Common Stock Transactions
During
the nine months ended December 31, 2021 we issued shares of common stock for services and compensation and recognized a total
of $ 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
During
the nine months ended December 31, 2021 we cancelled shares that had been issued but were forfeited by choice or as a result
of certain forfeiture conditions (see NOTE 5). As a result of the forfeiture, we decreased common stock by $
| F-20 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
During
the year ended December 31, 2022, we recognized a total of $ in stock-based compensation based on grant date fair values and vesting
terms of awards granted in prior periods. We also cancelled 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 $, and increased additional
paid in capital by the same. Also, during the year ended December 31, 2022, we repurchased shares from members of our then
Board of Directors in exchange for cash of $
As of the date of this filing, 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.
As of December 31, 2022 and 2021, we had and shares of common stock issued and outstanding, respectively.
Options
During
the year ended December 31, 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
outstanding unvested restricted shares and ungranted shares in exchange for the issuance of options to purchase
shares, vesting in equal amounts over a five-year period, at an exercise price of $
Warrants
During
the nine months ended December 31, 2022 and 2021 we granted and warrants in conjunction with our Unit Offering, which were
valued at $
SUMMARY OF WARRANTS ISSUED
| Weighted | ||||||||
| Number of | Average | |||||||
| Shares | Exercise Price | |||||||
| Warrants outstanding at March 31, 2021 | $ | |||||||
| Granted | $ | |||||||
| Canceled/Expired | $ | |||||||
| Exercised | ( | ) | $ | ( | ) | |||
| Warrants outstanding at December 31, 2021 | $ | |||||||
| Granted | $ | |||||||
| Canceled/Expired | $ | |||||||
| Exercised | $ | |||||||
| Warrants outstanding at December 31, 2022 | $ | |||||||
Details of our warrants outstanding as of December 31, 2022 is as follows:
SUMMARY OF WARRANTS OUTSTANDING
| Exercise Price | Warrants Outstanding | Warrants Exercisable | Weighted Average Contractual Life (Years) | |||||||||||
| $ | ||||||||||||||
| F-21 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
Class B Units of Investview Financial Group Holdings, LLC
As
of December 31, 2022 and 2021, there were
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Litigation
In the ordinary course of business, we may be, or have been, involved in legal proceeding. During the year ended December 31, 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.
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.
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 $
| F-22 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
On
March 22, 2021, we entered into Securities Purchase Agreements to purchase
NOTE 11 – INCOME TAXES
Deferred
taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of
enactment. The Company used an effective tax rate of
The Company’s income (loss) before income taxes were broken down as follows:
SCHEDULE OF INCOME BEFORE INCOME TAXES
Year Ended December 31, 2022 | Nine Months Ended December 31, 2021 | |||||||
| Domestic | $ | ( | ) | $ | ( | ) | ||
| Foreign | ( | ) | ||||||
| Total Income (loss) before income taxes | $ | ( | ) | $ | ( | ) | ||
The Company’s tax provision (benefit) as of December 31, 2022 and 2021 is summarized as follows:
SCHEDULE OF TAX PROVISION BENEFIT
| December 31, 2022 | December 31, 2021 | |||||||
| Current | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Foreign | ||||||||
| Total current income tax expense | ||||||||
| Total income tax expense | $ | $ | ||||||
Net deferred tax assets consist of the following components as of December 31, 2022 and 2021:
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES
| December 31, 2022 | December 31, 2021 | |||||||
| Deferred tax assets | ||||||||
| NOL carryover | $ | $ | ||||||
| Amortization | ||||||||
| Other accruals | ||||||||
| Investment in partnership | ||||||||
| Deferred tax liabilities | ||||||||
| Depreciation | ( | ) | ( | ) | ||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax liability | $ | $ | ||||||
| F-23 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022 AND 2021
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the year ended December 31, 2022 and the nine months ended December 31, 2021, due to the following:
SCHEDULE OF INCOME FROM CONTINUING OPERATIONS
| Year ended December 31, 2022 | Nine months ended December 31, 2021 | |||||||
| Income taxes at statutory rate | $ | ( | ) | $ | ( | ) | ||
| State taxes – net of federal benefit | ||||||||
| Valuation allowance | ||||||||
| Gain on settlement from debt discount and derivative liability | ( | ) | ||||||
| Stock based compensation | ( | ) | ( | ) | ||||
| Interest | ||||||||
| Other | ||||||||
| Total income tax provision (benefit) | $ | $ | ||||||
At
December 31, 2022 and December 31, 2021, we had net operating loss carryforwards of approximately $
The Company will recognize interest accrued related to unrecognized tax benefits as interest expense and penalties as a component of operating expenses. As of December 31, 2022 and 2021, the Company had no accrued interest and penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations.
The Company is required to file income tax returns in various States. The Company is subject to income tax examinations by federal and state taxing authorities. The taxable years that are open under federal and state statute of limitations are 2018 through 2022. Due to net operating loss carryforwards that remain unutilized, such loss carryforwards remain subject to review until utilized.
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
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
The
Company determined that as of the date of the acquisition, the fair value of the Prodigio Trading Platform software was $
SCHEDULE OF ASSETS ACQUISITION
| Purchase price (fair value of Units) | $ | |||
| Intangible asset (Prodigio software) | ||||
| Loss on asset acquisition | $ |
During
the year ended December 31, 2022 we impaired the intangible asset of $
NOTE 13 – SUBSEQUENT EVENTS
Subsequent to December 31, 2022, we issued
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 additional subsequent events that require disclosure.
| F-24 |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation in this Registration Statement on Form S-8 of our report dated March 31, 2023, of Investview, Inc. relating to the audit of the consolidated financial statements as of December 31, 2022 and 2021, and for the periods then ended, and the reference to our firm under the caption “Experts” in the Registration Statement.
/s/ M&K CPA’s, PLLC
Houston, TX
March 31, 2023
Exhibit 31.1
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 Annual Report on Form 10-K for the year ended December 31, 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 controls 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, and evaluated the effectiveness of our internal control over financial reporting, and printed in this report our conclusions about the effectiveness of our internal control over financial reporting, 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, 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 in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
| Dated: March 31, 2023 | |
| /s/ Victor M. Oviedo | |
| Victor M. Oviedo | |
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
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 Annual Report on Form 10-K for the year ended December 31, 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 controls 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, and evaluated the effectiveness of our internal control over financial reporting, and printed in this report our conclusions about the effectiveness of our internal control over financial reporting, 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, 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 in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
| Dated: March 31, 2023 | |
| /s/ Ralph R. Valvano | |
| Ralph R. Valvano | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 10-K of Investview, Inc. (the “Company”) for the year ended December 31, 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: March 31, 2023
| /s/ Victor M. Oviedo | |
| Victor M. Oviedo | |
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report on Form 10-K of Investview, Inc. (the “Company”) for the year ended December, 31, 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: March 31, 2023
| /s/ Ralph R. Valvano | |
| Ralph R. Valvano | |
| Chief Financial Officer (Principal Financial and Accounting Officer) | |