Investview, Inc 10-K for FY2024
Investview, Inc. (INVU)
About this 10-K
Investview, Inc filed this 10-K on March 28, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $52.38M
- down 22.9% from $67.92M a year earlier
- Net income
- $1.19M
- down 57.9% from net income of $2.83M a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
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 or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| 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.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act) Yes
☐ No
As
of June 30, 2024, 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 $0.0144 of the common stock on the last business day of the registrant’s most recently completed
second fiscal quarter as reported on the OTCQB, was approximately $
As of March 20, 2025, there were shares of common stock par value $ per share, outstanding.
Documents
incorporated by reference:
INVESTVIEW, INC.
2024 FORM 10-K ANNUAL REPORT
Table of Contents
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We and our representatives may from time to time make written or oral statements that are “forward-looking”, including statements contained in Item 1. “Business” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within this Form 10-K, in our other filings with the SEC, or in reports to our stockholders. In some cases, we have identified forward-looking statements by such words or phrases as “will likely result,” “is confident that,” “expect,” “expects,” “should,” “could,” “may,” “will continue to,” “believe,” “believes,” “anticipates,” “predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends” or similar expressions identifying “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words and phrases. Such forward-looking statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for the company based on currently available information. These forward-looking statements may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. The below section entitled “Summary Risk Factors” highlights some of the risks we are exposed to in the normal course of our business activities. This summary is not complete, and the risks summarized below are not the only risks we face. You should review and consider carefully the risks and uncertainties described in more detail in Part I, Item 1A, “Risk Factors,” of this Form 10-K, which includes a more complete discussion of the risks summarized below as well as a discussion of other risks related to our business and an investment in our common stock. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this Form 10-K to conform our prior statements to actual results or revised expectations.
Summary Risk Factors:
| ● | difficulty expanding into a new Brokerage and Financial Markets business due to delays and the start-up nature of our platform; | |
| ● | the potential unfavorable publicity that may continue to impact our commercial relationships arising from the SEC inquiry we have reported on since November 2021, even though we have now settled that matter; | |
| ● | the impact of macroeconomic conditions due to global pandemics, epidemics or outbreaks of disease; | |
| ● | the impact on our Bitcoin business unit of our need for significant electrical power, particularly as we currently rely on a sole electrical source provider and in light of recent significant power supply curtailment that has caused the revenue of that unit to decrease materially; | |
| ● | the impact of possible disruptions in our operations and potential liabilities resulting from potential cyber events; | |
| ● | the contraction in the revenues and net income of our iGenius business unit attributable to, among others, macroeconomic influences following the winding down of Covid-19 as a global pandemic; | |
| ● | the dilutive impact that may arise upon the conversion into common stock of existing convertible notes purchased by an affiliate of our Chairman, DBR Capital; | |
| ● | the substantial interest expense we incur in servicing the existing loans from DBR Capital; | |
| ● | the dilutive impact that may arise should DBR Capital provide additional convertible loans to the Company during 2025 and 2026, and seek to convert those loans into additional shares of our common stock; | |
| ● | the impact of Special Governance Rights granting significant control to an affiliate of our Chairman, DBR Capital; | |
| ● | potential adverse affects due to our acceptance, disbursement and holding of cryptocurrency, including additional tax and regulatory requirements; | |
| ● | inability to protect our proprietary rights and prevent infringement on proprietary rights of others; | |
| ● | the impact of adverse economic developments in the securities markets or the domestic or international economy in general; | |
| ● | the impact of defending allegations that our direct selling activities are fraudulent or deceptive schemes, or against public interest; | |
| ● | potential adverse effects if we are required to defend allegations that our direct selling activities involve the sale of unregistered securities; particularly as those allegations have been made by securities regulators in Ontario, Canada and Quebec, Canada; | |
| ● | expensive and time-consuming legal proceedings, including regulatory proceedings and investigations; | |
| ● | our ability to collect approximately $1.87 million of credit card receivables owed to us by our credit card processor and its clearing bank for which during 2024 we were caused to institute collection proceedings; | |
| ● | the adverse impact of any customer claims that may arise if Total Protection Plus, a third-party vendor, fails to honor its obligation to underwrite, manage and administer a “guaranteed assets buy-back product” on behalf of our Apex program customers and customers of ours that purchased ndau; | |
| ● | external factors affecting the Bitcoin industry; | |
| ● | inability to compete and grow in highly competitive markets in a cost-effective manner; | |
| ● | the impact of climate change, including compliance with regulatory and legislative developments related thereto; | |
| ● | failure to comply with government regulations to the extent they impact our health, beauty and wellness products; | |
| ● | disruption in our supply chain and changes to tax or trade policy; | |
| ● | the impacts of raising, or failing to raise, additional capital needed to execute on our growth plan; | |
| ● | volatility of the market price of our common stock; | |
| ● | the impact on the trading price of our common stock if sales of substantial amounts of our common stock in the public markets occur due to current lock-up agreements expiring in April 2025; and | |
| ● | the impact of interested party transactions with certain of our officers and directors on our business, operating results and ability to obtain additional funding. |
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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 diversified financial technology services company offering multiple business units across key sectors, including a financial education division offering tools, products and content through a global network of independent distributors; a manufacturing division focused on proprietary over-the-counter aesthetics, health, nutrition and cognitive wellness products for wholesale and retail markets, with strategic plans for global expansion; an early-stage online trading platform that intends to offer self-directed retail brokerage services; and a business unit that owns and operates a sustainable blockchain business focused on bitcoin mining.
Services and Products
Financial Education and Technology
Through our wholly-owned subsidiary, iGenius, LLC (“iGenius”), we deliver multiple tools, products and content, both domestically and internationally, through a direct selling network of independent distributors. Our tools, products and content are offered through a membership-based revenue model to a large base of customers that we refer to as “members”. These tools, products and content are designed to assist the self-directed investor in successfully navigating the financial markets, and include access to our library of financial education content, as well as access to live and recorded education sessions, and trade alerts provided by third-party independent market professionals. who are experienced professionals. 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. In addition to the financial education technology and tools, iGenius members also gain access to a variety of member benefits provided through third party partnerships and affinity arrangements.
We have multiple tiers of membership at varying upfront and monthly costs, which provide members with the ability to meet their product 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 tools, products or content, the member may request a full refund.
We believe that the use of a direct selling distribution network is an effective way to market our tools, products and content 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 tools, products and content themselves, and therefore can provide first-hand testimonials, which can serve as a powerful sales tool.
Although the principal focus of our direct selling network is currently on the distribution of our financial education and technology products, we believe the network has the capability to market and sell products and services across the globe. One of our business objectives is to locate and develop new business opportunities that can generate additional content that can be offered through our network, including, particularly, products and services that may be offered by other of our business units. Toward that end, we intend to use our direct selling network to expand the scope and geographic reach of products of our health, beauty and wellness business unit.
Blockchain Technology and Crypto Mining Products and Services
Through our wholly owned subsidiary, SAFETek, LLC, we operate a vertically integrated, sustainability-focused blockchain infrastructure business specializing in Bitcoin mining and transaction validation. SAFETek owns 4,847 and actively operates 1,916 advanced ASIC miners at a hosted data center in Northern Europe, powered entirely by renewable energy sources—primarily hydropower and geothermal.
As of December 31, 2024, SAFETek maintained a deployed hash rate of 0.186 exahash per second (EH/s) and produced 85.92 Bitcoin—a 78% decrease from the 394.26 Bitcoin mined in 2023. This reduction was primarily driven by the April 2024 Bitcoin halving, which cut block rewards by 50%, a more than 29% increase in network difficulty, and government-mandated energy curtailments resulting from low hydroelectric reservoir levels in our host country.
Despite the decline in production, these power curtailments reduced overall energy costs and helped mitigate operating losses under our existing power purchase agreements, transforming a potential setback into a cost-management exercise to minimize costs while we on-board additional hashing capacity with the expectation to return to profitability.
In preparation for the halving, SAFETek implemented several key operational improvements:
| ● | Retired older, less efficient mining units | |
| ● | Deployed next-generation, high-efficiency ASIC miners | |
| ● | Consolidated energy usage into more productive and energy-efficient capacity |
These initiatives significantly reduced our hash cost and enhanced our competitive positioning in a post-halving market. We intend to maintain this disciplined strategy until market conditions support further expansion. Notably, the company has incurred no debt related to equipment purchases, providing enhanced financial flexibility and operational resilience.
SAFETek operates a 24/7 Network Operations Center (NOC) to monitor system performance, optimize firmware, and ensure uptime and efficiency across the mining fleet. Our internal engineering and R&D teams remain focused on improving energy efficiency, increasing hash output per kilowatt-hour, and developing proprietary solutions to maximize return on investment (ROI).
Bitcoin mined is strategically allocated to support infrastructure reinvestment, cover operational expenses, and build a long-term digital asset reserve. In select cases, it is also utilized to support performance-based compensation programs within our iGenius distribution business and to pay dividends on our 13% Series B Preferred Stock.
Looking ahead, we are evaluating strategic hosting infrastructure acquisition opportunities that align with our cost-optimization goals and present strong return potential.
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Brokerage and Financial Technologies Services
In March 2024, the Company advanced its fintech strategy with the acquisition of Opencash Securities LLC (“Opencash”), an early-stage registered broker-dealer. This strategic acquisition is intended to position the Company to capitalize on the rapidly expanding online retail brokerage market.
Opencash is being developed as a modern intuitive electronic trading platform experience accessible via both mobile app and web-based desktop interface. Designed to offer low-cost, commission-free trading of stocks, ETFs, and options, the platform is expected to support our broader mission to democratize access to financial markets. It is currently in the advanced stages of application development, clearing integration, infrastructure build-out, and system testing, in preparation for future commercialization.
This initiative builds on our strategy to bring to market the proprietary “Prodigio” trading system, acquired from MPower Trading Systems, LLC in 2021. Our long-term roadmap includes the full integration of Opencash’s user-friendly interface with the advanced algorithmic capabilities of the MPower engine. This is expected to result in two distinct yet complementary platforms: Opencash for everyday retail investors, and OpencashPro for more advanced users, together delivering a seamless, all-in-one brokerage solution tailored to the needs of today’s self-directed investors.
While Opencash still remains in the pre-commercialization phase, given the trajectory of our development efforts, we believe this business may have the long-term potential to disrupt traditional brokerage models by combining cutting-edge technology with a customer-centric, low-cost, commission free approach. As we also make continued investment in product development, regulatory readiness, and user experience, we further believe that this business can yield a competitive, scalable fintech offering that delivers transparency, value, and accessibility to clients worldwide.
Manufacture and Development of Health, Beauty and Wellness Products
In October 2024, we entered the over-the-counter health, beauty, and wellness market when our subsidiary, myLife Wellness Company (“myLife Wellness”), acquired the business of Renu Laboratories, Inc. (“Renu Labs”), a contract developer and manufacturer, producing both proprietary and non-proprietary health, beauty, and wellness products for third-party clients. It is our expectation that myLife Wellness will serve as our marketing and e-commerce platform for the products developed and manufactured by Renu Labs, with a focus on aesthetics, health, nutrition, and cognitive wellness. These products are expected to be distributed through both retail and wholesale channels. In addition to operating as a standalone platform, myLife Wellness will also collaborate with our affiliated business platform, iGenius, to promote and offer myLife products to its global membership base and its customers. Over the next 12 months, we plan to expand the myLife Wellness product line, enhancing our position in the health and wellness industry and supporting our broader strategy for global growth.
Sales and Marketing
Our iGenius unit markets its tools, content and products through a network of independent “distributors” located both within the United States and internationally, to customers through a direct sales model. Approximately 90% of our independent distributors are members who elect to participate in our distribution program. Approximately 9% of our members are currently also distributors. We have adopted various policies and procedures to which our members and independent distributors are expected to adhere, and for which we provide regular compliance training programs and conduct active compliance monitoring. We seek to motivate our independent distributors by offering high quality tools, products and content and providing product support and financial incentives. iGenius members 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 additional bonuses each time their personally enrolled members renew their memberships. 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.
In the United States, we generally sell our products through ACH, wires or credit card transaction. We also periodically accept Bitcoin as a form of payment and use it to satisfy liabilities and certain operating expenses.
We currently market our over-the-counter health, beauty and wellness products through our subsidiary Renu Laboratories, LLC. We also intend to pursue product sales through the iGenius direct selling network of independent distributors.
Materials and Suppliers
Digital asset mining is dependent on specialized digital asset mining hardware utilizing ASIC chips to discover 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, thereby resulting in an increase in the price of miners. 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. We are also dependent on the host of our power supply in Northern Europe who provides our power generation through hydroelectric sources. We believe that our relationship with our power supplier is good and that we generally have sufficient supply to conduct our business operations as presently contemplated. However, since the beginning of 2024, our power supply has been curtailed up to approximately 60% as a direct result of low water levels that have cutback local hydroelectric power capacity. We are currently in discussions with several power suppliers for additional power, as we see no short-term relief in the current curtailment.
For our health, beauty and wellness operations, we source raw materials for products as well as other items purchased by us principally from the United States, China and Canada. Raw materials and other items used by us are available from a variety of suppliers and no one supplier accounted for more than 12.4% of our total raw material purchases in 2024. We seek to mitigate the risk of a shortage of raw materials and other items through our relationships with our principal suppliers, including identification of alternative suppliers for the same, or similar, raw materials and other items where available.
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Competition
Our financial education and technology services are sold in competition with other companies. We rely on our independent distributors to compete effectively in the direct selling markets, and our ability to attract and retain new members depends on various factors, including the training, support, 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 include the demand for Bitcoin, the Bitcoin Network Difficulty level, 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.
Although it is currently in the pre-commercialization stage, we anticipate that our brokerage and financial technologies business will encounter significant competition from full-commission, online and discount brokerage firms, as well as from financial institutions, mutual fund sponsors and other organizations, many of which are significantly larger and better capitalized than us. We believe that additional competitors such as banks, insurance companies, providers of online financial and information services and others will continue to be attracted to the online brokerage industry as they expand their product lines. Many of these competitors are larger, more diversified, have greater capital resources, and offer a wider range of services and financial products than us. Some such firms are offering their services over the Internet and have devoted more resources to and have more elaborate websites than us. We anticipate that we will compete with a wide variety of vendors of financial services for the same customers.
The over-the-counter health, beauty and wellness industry is highly competitive. Our competitors include a number of large, nationally known brands, and many smaller brands, manufacturers and distributors. The sales of products through online marketplace platforms such as Amazon and firms’ websites continue to expand. Private label products also provide competition to our products. Private label products are often sold at a discount to branded products. Pharmaceutical companies also offer prescription and over-the-counter products that are or may be competitive with our products, particularly with regard to certain categories of wellness products. Finally, as the health, beauty and wellness market generally has low barriers to entry, additional competitors enter the market regularly.
Government Regulation
General
We are subject to government regulations 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 government 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, 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.
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Brokerage and Financial Technologies Services
Although it is currently in the pre-commercialization stage, our brokerage and financial technologies services will be subject to extensive regulation under both federal and state laws. The Securities and Exchange Commission (“SEC”) is the Federal agency charged with administration of the federal securities laws. As a broker-dealer with the SEC, Opencash must be registered with both the SEC and maintain its membership of the Financial Industry Regulatory Authority (FINRA), a self-regulatory organization (SRO) overseen by the SEC. The principal purpose of regulation and discipline of broker-dealers is the protection of customers and the securities markets, rather than protection of creditors and stockholders of broker-dealers. The regulations to which broker-dealers are subject cover all aspects of the securities business, including training of personnel, sales methods, trading practices among broker-dealers, uses and safekeeping of customers’ funds and securities, capital structure of securities firms, record keeping, fee arrangements, disclosure to clients, and the conduct of directors, officers and employees. Additional legislation, changes in rules promulgated by the SEC and by self-regulatory organizations or changes in the interpretation or enforcement of existing laws and rules may directly affect the method of operation and profitability of broker-dealers and investment advisers. The SEC, self-regulatory organizations and state securities authorities may conduct administrative proceedings which can result in censure, fine, cease and desist orders or suspension or expulsion of a broker-dealer or an investment adviser, its officers or employees.
Manufacture and Development of Over-the-counter Health, Beauty and Wellness Products
The formulation, manufacturing, packaging, labeling, advertising, distribution and sale (hereafter, “sale” or “sold” may be used to signify all of these activities) of our products are subject to regulation by one or more federal agencies, principally the Food and Drug Administration (“FDA”) and the Federal Trade Commission (“FTC”), and to a lesser extent the Consumer Product Safety Commission (“CPSC”), the United States Department of Agriculture and the Environmental Protection Agency. Our activities are also regulated by various governmental agencies for the states and localities in which our products are sold, as well as by governmental agencies in certain countries outside the United States in which our products are sold. Under current U.S. regulations, our products must comply with certain labeling requirements enforced by the FDA and FTC, but otherwise generally are not required to receive regulatory approval prior to introduction into the U.S. market. Among other matters, regulation by the FDA and FTC is concerned with product safety and claims made with respect to a product’s ability to provide health-related benefits. Specifically, the FDA, under the Federal Food, Drug, and Cosmetic Act (“FDCA”), regulates the formulation, manufacturing, packaging, labeling, distribution and sale of food, including dietary supplements, and over-the-counter (“OTC”) drugs. The FTC regulates the advertising of these products. The National Advertising Division (“NAD”) of the Council of Better Business Bureaus oversees an industry-sponsored self-regulatory system that permits competitors to resolve disputes over advertising claims. The NAD has no enforcement authority of its own, but may refer matters that the NAD views as violating the FTC Act, FDA regulations or FTC guides or rules to the FDA or FTC for further action, as appropriate. As a result of our efforts to comply with applicable statutes and regulations, we may from time to time reformulate, eliminate or relabel certain of our products and/or revise certain provisions of our marketing and sales program. We believe we are in compliance with all material government regulations applicable to us.
Human Capital Resources
As of March 20, 2025, we had 42 employees, of which 33 were full-time and 9 were part-time. Of our 42 employees, 9 are employed full-time in Investview corporate, 11 are employed through iGenius (10 full-time and 1 part-time), 1 is employed full-time through SAFETek, 3 are employed through IFGH (2 full-time and 1 part-time), 2 are employed full-time through Opencash and 16 are employed through Renu Laboratories LLC (9 full-time and 7 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.”
Intellectual Property
We rely on a combination of trade-secret protection and confidentiality and/or license agreements with our employees, customers, partners, and others to protect our proprietary rights. Relative to our distributors, we rely on a more customary form of confidentiality protection. 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, 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.
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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 technological 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 proprietary algorithmic trading platform of MPower. This also included all know-how and other intellectual property necessary, useful and/or used in the software. We also acquired a proprietary trading platform in connection with our acquisition of Opencash in March 2024. The proprietary elements of each of our trading platforms are protected as trade secrets.
With respect to our health, beauty and wellness business, we own two trademarks that have been registered with the United States Patent and Trademark Office and have filed applications to register additional trademarks. In addition, we claim domestic trademark and service mark rights in numerous additional marks that we use. We regard our trademarks and other proprietary rights as valuable assets and believe they make a significant positive contribution to the marketing of our products. We protect our legal rights concerning our trademarks by appropriate legal action. We rely on common law trademark rights to protect our unregistered trademarks. Common law trademark rights do not provide us with the same level of protection as afforded by a United States federal registration of a trademark. In addition, common law trademark rights are limited to the geographic area in which the trademark is actually used. We may not register all or even some of our trademarks in every country in which we conduct business or intend to conduct business.
Corporate History
Investview was incorporated 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. Information regarding Opencash Securities, LLC is available at www.opencash.com. Information regarding Renu Laboratories LLC is available at www.renulabs.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
Our business, financial condition, and results of operations, may be adversely affected by a number of factors, including the risk, factors, and uncertainties described under this Item 1A, and elsewhere in this Form 10-K. This is not an exhaustive list, and there are other factors that may be applicable to our business that are not currently known to us or that we currently do not believe are material. Any of these risks could have an adverse effect on our business, financial condition, operating results, or prospects, which could cause the trading price of our common stock to decline, and you could lose part or all of your investment. You should carefully consider the risks, factors, and uncertainties described below, together with the other information contained in this Form 10-K, as well as the risk, factors, uncertainties, and other information we disclose in other filings we make with the SEC before making an investment decision regarding our securities.
Risks Related to our Business Generally
Our growth plan contemplates our ability to create a Brokerage and Financial Markets business; however, this has been delayed for several years, and may be difficult to achieve as our platform for expansion is a start-up business in the early stages of its development.
Since 2021, we pursued the development of a brokerage and financial markets business. Our growth plan, however, contemplated the acquisition of a registered broker-dealer, which was originally to have been acquired from an affiliate of Joseph Cammarata, a former executive officer who was terminated in late 2021. However, due to delays and complications in that process, relating primarily to Mr. Cammarata’s then ongoing legal proceedings, even though unrelated to the business of the Company, we were caused in 2022 to abandon those efforts and continue our search for alternative acquisitions within the brokerage industry. With our 2024 acquisition of Opencash, a broker-dealer in the pre-revenue and early stages of its operations, we believe we will now be able to launch our expansion into the retail brokerage and financial markets industry. However, to do so, we will need to, among others, develop the infrastructure necessary to achieve retail operations, on-board customer support personnel and software developers, develop and implement a marketing strategy, secure the necessary securities clearing arrangements, continue the development of the online Opencash trading platform and complete our integration with the proprietary algorithmic trading platform we acquired in September 2021. Despite our best efforts, there can be no assurance that we will be able to achieve these objectives on a timely basis, if at all, as the development of an early-stage securities brokerage business involves inherent regulatory and operational risks and uncertainties.
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Our business remains heavily impacted by interested party transactions with certain of our officers and directors.
Prior to 2022, the Company had engaged in a series of interested party transactions with its former directors and officers, Mario Romano and Annette Raynor. Those transactions were terminated in conjunction with a January 6, 2022, Separation and Release Agreement by which Mr. Romano and Ms. Raynor resigned their positions as officers and directors of the Company and surrendered 150,000,000 shares of our common stock. Subsequently, on September 9, 2023, we closed on the purchase in a private transaction of an aggregate of 302,919,223 shares of the Company’s common stock from sellers consisting of Mario Romano, Annette Raynor, and a series of their family members and related entities. These shares were purchased for aggregate consideration of $2,922,380, representing a price of $0.00964739 per share, with one-eighth of the purchase price paid on or about the closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter.
During September 2021, we acquired, among other assets, a proprietary algorithmic trading platform from MPower, a business controlled by two members of our Board of Directors. The assets of MPower were acquired in consideration of 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 Company common shares, presently representing over 23% of the Company’s current fully-diluted shares. To date, we have been unable to monetize on the assets we purchased from MPower.
Further, by virtue of an April 27, 2020 convertible note financing arrangement we have with DBR Capital, LLC (“DBR Capital”) (see “ITEM 13. Certain Relationships and Related Transactions, and Director Independence”), an affiliate of our Chairman, David B. Rothrock, we borrowed the principal amount of $3,300,000 under an aggregate of three convertible promissory notes that bear rates of interest between 20.00% and 38.50% per annum and are subject to conversion by DBR Capital at a price of $0.007 per share. Under the first three loans, DBR Capital had the right to lend to the Company up to an additional $7.7 million for which the Company had no call rights, on substantially the same terms as the prior loans, through December 31, 2024. In February 2025, the terms of the note financing arrangement were amended so that DBR Capital has been given until August 31, 2025 to lend to the Company a minimum of $2,000,000, and until December 31, 2026 to lend to the Company the balance of up to $5,700,000. The amendment also substantially reduces the interest rate for the first $2 million that may be advanced by DBR Capital from 38.5% to 18.75% per annum, and further substantially reduces the interest rate to 10% per annum (also from 38.5%) for any amounts loaned in excess of $2 million. The terms and conditions of the credit arrangements with DBR Capital could make it difficult for the Company to attract third-party capital in the future.
We might fail to realize the expected benefits and strategic objectives of our 2021 acquisition of a proprietary trading platform from a business affiliated with two members of the Company’s Board of Directors.
During September 2021, we acquired, among other assets, a proprietary algorithmic trading platform from MPower, a business controlled by two members of our Board of Directors. The assets of MPower were acquired in consideration of 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 Company common shares on a one-for-one basis. While we believe that the trading platform that we acquired in the acquisition will become a fundamental part of our overall strategy to create a Brokerage and Financial Markets business, our expected deployment of those assets was unexpectedly delayed due to complications and delays in the process of finding a broker-dealer relating to a former officer’s then ongoing legal proceedings. Although we have since acquired a broker-dealer through our acquisition of Opencash in 2024, we might not achieve our expected, or any, return on this investment. To date, we have been unable to monetize on the assets we purchased from MPower. If we are unsuccessful at creating or growing 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.
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.
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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.
Unfavorable publicity associated with our now concluded SEC inquiry.
We have experienced unfavorable publicity for several years that, to some extent, we attribute to the SEC inquiry that had been ongoing since November 2021. The unfavorable publicity had a negative impact on our commercial banking and credit card processing relationships, employees, business, products, and reputation, and negatively impacted our ability to attract, motivate, and retain banking relationships, members and distributors, and our ability to generate revenue. In recognition that we settled the outstanding matter with the SEC, it would be our expectation that the unfavorable publicity we experienced in the past will dissipate over time; however, there can be no assurances to that effect.
We may be impacted by macroeconomic conditions due to global pandemics, epidemics or outbreaks of disease and the resulting global supply chain crisis.
Global trade conditions and consumer trends that originated during the COVID-19 pandemic may continue to persist and may also have long-lasting adverse impact on us and our industry. There are continued risks arising from new pandemics, epidemics or outbreaks of disease, which have had and could further have an adverse effect on suppliers and customers and create significant volatility and uncertainty and economic disruption. We believe the extent to which global pandemics ultimately impact 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. We cannot predict the duration or direction of current or new global trends or their sustained impact. Ultimately, we continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate, and we will have to accurately project demand and infrastructure requirements globally and deploy our workforce and capital resources accordingly. If we experience unfavorable global market conditions, or if we cannot or do not maintain operations at a scope that is commensurate with such conditions or are later required to or choose to suspend such operations again, our business, prospects, financial condition, and operating results may be harmed.
During 2024, we instituted collection efforts through litigation against one of our credit card processors and its clearing bank as efforts to account for and collect approximately $1.87 million of our credit card receivables that were supposed to have been held by them in reserve, have not proven successful.
The Company’s financial statements as of December 31, 2024, reflect a receivables balance of $2.53 million. Of that balance, $2.19 million represents receivables that arise out of credit card transactions generated by the Company’s iGenius subsidiary. The credit card transactions that arise out of the ordinary course operations of the Company’s iGenius subsidiary are processed by the Company’s credit card processors, in conjunction with their clearing banks. Over time, the balance of credit card collections being held by one of our credit card processors and its clearing bank, which are legally supposed to be held for the benefit of the Company, subject to coverage for chargebacks and other normal course collection issues, has increased to approximately $1.87 million, an amount that has been generally confirmed by the credit card processor. As they had been unresponsive to our repeated demands for payment, claiming that they were in the process of concluding their internal accounting of the amounts due and status of our accounts, in March 2024, the Company instituted a lawsuit against this credit card processor and its clearing bank seeking, among other things, an accounting for and repayment of the withheld funds. Notwithstanding, to date, we have been unable, through negotiations and through our lawsuit, to recover any amount of the receivable balances owed to us as the credit card processor asserts, among others, that it continues to evaluate possible exposure to chargebacks and other normal course collection issues. Recently, however, the Company’s application for a pre-judgment writ of attachment against both the credit card processor and the clearing bank, has been granted. Although the Company’s collection efforts will likely be enhanced by application of the pre-judgment writ of attachment, there can still be no assurances that the Company will be able to collect some or all of the funds owed to it. Should the Company be unable to collect some or all of the funds owed, it will be caused to incur a corollary bad debt expense of up to the uncollected amount which is currently approximately $1.87 million. Furthermore, the Company may be caused under generally accepted accounting principles to incur a bad debt expense if it is determined that the amounts owed to the Company are unlikely to be collected, although the Company has not yet reached that conclusion. A charge of up to $1.87 million, which represents less than 10% of the Company’s current assets, would not have a material adverse effect upon the Company’s long-term liquidity, however, could have a material adverse effect upon the Company’s net earnings in the period incurred.
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Cyber-attacks may disrupt our operations and expose us to significant liability.
We are at risk for cyber-attacks, such as phishing, and other attempts to gain unauthorized access to our systems, and we anticipate continuing to be subject to such attempts. There is an ongoing risk that some or all of our cryptocurrencies could be lost or stolen as a result of one or more of these incursions. As we increase in size, we may become a more appealing target of hackers, malware, cyber-attacks or other security threats, and, despite our implementation of strict security measures and frequent security audits, it is impossible to eliminate all such vulnerability. For instance, we may not be able to ensure the adequacy of the security measures employed by third parties, such as our service providers. Additionally, though we provide cybersecurity training for employees, we cannot guarantee that we will not be affected by attempted security breaches. Efforts to limit the ability of malicious actors to disrupt the operations of the internet or undermine our own security efforts may be costly to implement and may not be successful. Such breaches, whether attributable to a vulnerability in our systems or otherwise, could subject us to liability to our customers, suppliers, business partners and others, or give rise to legal and/or regulatory action, which could damage our reputation or otherwise materially harm our business, operating results, and financial condition, and result in claims of liability against us, damage our reputation and materially harm our business.
We rely primarily on a well-known U.S. based third-party digital asset-focused custodian to safeguard our Bitcoin. If our third-party service provider experiences a security breach or cyber-attack and unauthorized parties obtain access to our Bitcoin, we may lose some or all of our Bitcoin and our financial condition and results of operations could be materially adversely affected.
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 has 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 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.
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.
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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 memberships 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. 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, 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. An inability to develop new products, 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.
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.
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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 global network of independent distributors using a direct selling business model. Although we believe that our direct selling business model is in material compliance with applicable legal standards, direct selling programs, 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, whereas the more successful direct selling business models have and emphasize sales of products and services. The regulatory requirements concerning direct selling programs do not include “bright line” rules and are inherently fact-based and, thus, we are subject to the risk that these regulations or the enforcement or interpretation of these regulations by regulators or courts can change. The adoption of new regulations, or changes in the interpretations or enforcement of existing regulations, may result in significant compliance costs or require us to change or cease aspects of our network marketing program. In addition, the ambiguity surrounding these regulations can also affect the public perception of our business. In the normal course of operations, we may periodically receive an inquiry from a foreign regulator relative to matters of this nature, however, to our knowledge we are not under formal investigation relative to the practices of our direct selling network activities in any foreign country.
We have recently had to respond to allegations from Canadian Securities regulators that our iGenius business unit engaged in unlicensed regulated securities activities; Our business could be negatively affected if we are required to defend similar allegations from securities regulators in the United States or in other foreign countries in which we do business.
From time to time, we receive notices or formal actions from foreign or domestic regulatory authorities or administrative agencies, which assert that certain activities of our iGenius business constitute unlicensed activities as an unregistered securities dealer or advisor under local laws. However, we do not believe that our iGenius business unit violates any such laws as we believe we are merely a provider of financial education and related tools that access information that is available publicly or without a licensing requirement, or that through affinity programs provide access to lawful services or products offered by third parties neither owned or operated by iGenius. When we are confronted with such allegations, we may either elect to challenge the legal basis thereof when we believe it is appropriate or economically compelling, or in the instances in which the financial impact of the relief sought is de minimis, we may elect to settle with any such regulator, often without admitting any violation of law. Towards that end, we have recently been the target of regulatory scrutiny by securities regulators in Canada. During 2024, we received a letter of inquiry from the Ontario Securities Commission (“OSC”) in which they questioned whether iGenius was engaged in securities activities without being registered under their securities act. Specifically, the OSC identified concerns that iGenius was selling ndau – which they considered an investment contract – and also noted that they had concerns about certain third-party product offerings and access to market experts that were made available to iGenius customers. Even though we believe that our iGenius business fully complies with all applicable securities laws, due to the immaterial scope and scale of our operations in Ontario, Canada, we elected to settle the matter with the OSC without the need to engage in a protracted and costly legal dispute. Rather, we agreed with the OSC to conclude the inquiry by implementing a geoblock throughout Ontario such that no Ontario-based customers would be able to access any of the disputed product offerings.
Later in 2024, we and one of our independent distributors received an enforcement action from the financial regulators in Quebec, Canada, known as the Autorité des marchés financiers (the “AMF”), in which they challenged certain inappropriate marketing communications they characterized as “inappropriate” made by this particular distributor, and as well alleged that iGenius was inappropriately engaging in regulated securities activity without being appropriately registered to do so in Quebec. In discussions with the AMF, it became clear that the focus of their inquiry was on certain “touting” of financial results by this particular distributor which we concluded was unauthorized and in violation of our own internal policies and we terminated the distributor. As well, the AMF raised concerns about certain “robotic” trading platforms that were made available to iGenius customers through third-party products that iGenius makes available to its subscribers. Even though we believe that our iGenius business fully complies with all applicable securities laws, due to the immaterial scope and scale of our operations in Quebec, Canada, we elected to engage in settlement discussions with the AMF without the need to engage in a protracted and costly legal dispute. In addition to the termination of our distributor, we have reached a tentative understanding in principle with the AMF by which we offered to institute in Quebec the same type of geoblock that we implemented in Ontario, as well as agreed to pay a CAD $15,000 fine. The parties are negotiating the terms of a written settlement agreement, and the agreement is still subject to AMF approval.
We have carefully evaluated the basis for the claims asserted by the OSC and the AMF and we have concluded that our iGenius business unit operates generally in compliance with applicable securities rules and regulations. Our completed and pending settlements, however, with the OSC and AMF could expose us to similar claims from other securities regulators in the United States and in other foreign countries in which we operate. Were such claims to be made, we could be exposed to having to defend our business model in protracted and costly legal disputes, or else engage in similar settlements in which we agree to limit the geographic scope of our operations, either of which alternatives could have an adverse effect on our liquidity and operations.
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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.
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 damage 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 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 and access to a proprietary digital currency called “ndau” (which was discontinued during August 2023). 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.
Our business could be negatively affected by claims related to a financial product underwritten, administered and managed by a third-party provider, Total Protection Plus.
Included in the Apex sale and leaseback program that was discontinued in 2021, was a “guaranteed assets buy-back product” underwritten, administered and managed by a third-party provider, Total Protection Plus (“TPP”), which was intended to provide customers who participated in the Apex sale and leaseback program with a financial protection program (the “TPP Program”), under which customers, provided they complied with certain TPP required claims procedures, could elect to collect a cash payout in either a five-or-ten year interval after their initial purchase. As part of their sales and marketing materials, TPP represented that they were a purported affiliate of a well-known global insurance brokerage firm that had sufficient capital resources, reserves and liquidity to support any payouts needed to satisfy their obligations under the TPP Program. TPP was paid substantial premiums for the program. In most instances, the premium for the TPP program was included in the package price for the Apex program, at no additional cost to the customer.
Separately, iGenius members who purchased ndau from the Company through an Oneiro sponsored ndau distribution program, were also given the opportunity to participate in a TPP Program similar to the program offered to our Apex customers; which in this case was intended to provide customers who purchased ndau with a financial protection program under which such customers, provided they complied with certain TPP required claims procedures, could elect to collect a cash payout in either a five- or ten-year interval after their initial purchase. Participation in this program was also in reliance on sales and marketing materials by which TPP represented that they were a purported affiliate of a well-known global insurance brokerage firm that had sufficient capital resources, reserves and liquidity to support any pay-outs needed to satisfy their obligations under the TPP Program. Prior to terminating the distribution of ndau during August 2023, we distributed over $16.6 million in ndau to our members purportedly supported by the TPP Program. As in the same case as had been done with respect to the Apex customers, TPP was paid substantial premiums for the program, and those premiums were included in the purchase price for the ndau program, at no additional cost to the customer.
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During the fourth calendar quarter of 2021, we suspended any further offering of the TPP Program in connection with the sale of ndau after TPP was unable to comply with our vendor compliance protocols, having cited certain offshore confidentiality entitlements by which it was unwilling to provide evidence of its financial support arrangements. That suspension has remained in place as we have been unable to further validate the continued integrity of the TPP Program and the vendor’s ability to honor its commitments to our members; despite the payment of over $6 million to TPP to secure the benefits of the TPP Program. Our level of concern over the viability of the TPP Program has recently increased materially as we have come to learn that: (i) certain of our customers have been unable to reach TPP in order to process claims for their 5-year promised returns; (ii) certain customers have informed us that the TPP website has been inoperative and customers have been unable to process their claims; and (iii) an email communication purportedly from TPP, or an affiliate thereof, has been received by certain of customers in which the sender asserts that the obligations of TPP under the TPP Program were (unbeknownst to us and our customers) purportedly dependent on the financial wherewithal of another heretofore undisclosed TPP affiliate, that the email claims now has no ability to satisfy the commitments originally made by TPP.
To respond to these concerns, and in an effort to advance the interests of our customers, on March 28, 2025, we commenced an action against Total Protection Plus, UIU Holdings LLC, Jason R. Anderson, Jacob S. Anderson, and Schad E. Brannon (collectively, “TPP”), in the Court of Chancery of the State of Delaware captioned Investview et al., v. UIU Holdings, LLC et al., seeking to, among other things, compel TPP to fulfill the commitments that were made to the Company’s customers under the TPP Program.
We cannot ensure that TPP will comply with its contractual commitments to our customers, in which case these customers may not be able to realize the cash payouts promised by TPP; despite the substantial payments made to TPP to secure the benefits of the TPP Program. As the direct responsibility for compliance with the TPP Program resides with TPP; particularly as the program was underwritten, managed and administered by TPP as an independent third-party vendor (and with respect to ndau, the underlying ndau was developed and marketed by an additional third-party vendor), and in recognition of the customers’ acceptance of their participation in the program, we do not believe that we have any legal responsibility to cover any potential claims of customers who participated in the TPP Program. There is, however, a risk that any failure of TPP to perform its obligations to our customers could expose us to commercial claims of dissatisfied customers, regardless of the legal foundation associated therewith. The possible assertion of those claims could have an adverse effect on our business, financial condition, and operating results.
Risks Related to our Blockchain Technology and Crypto Mining Products and Services
Our success depends on external factors affecting the Bitcoin industry.
The Bitcoin industry has historically been subject to various risks relating to Bitcoin, as an asset, which have adversely affected the market price of Bitcoin. Ownership of Bitcoin has, historically, been concentrated in a relatively small number of persons or entities that, collectively, hold a significant number of Bitcoin (referred to as “whales” in the Bitcoin industry). While ownership of Bitcoin has diversified significantly in recent years, whales continue to exist whose market activity (e.g., sales of large numbers of Bitcoin) could have an adverse effect on the demand for, and market price of Bitcoin, which could have an adverse effect on our business and results of operation. Further, while larger, increasingly regulated exchanges with greater transparency and oversight have begun to proliferate, the Bitcoin economy remains nascent and largely opaque. The venues for Bitcoin transactions may experience greater operational problems and be exposed to a greater risk of facilitating unethical, fraudulent or illicit transactions (such as “wash trading”), than traditional financial markets and securities exchanges. Digital asset trading platforms may also be susceptible to “front-running” activity, which is the process by which someone uses technology or market advantage to obtain prior knowledge of upcoming transactions allowing bad actors to take advantage of forthcoming price movement and make economic gains at the cost of those who introduced the transactions. Front-running is a frequent activity on centralized and decentralized digital asset trading platforms. Further, venues for Bitcoin transactions do not typically make complete information regarding their ownership structure, management teams, corporate practices, and regulatory compliance available to the public, who are, therefore, unable to verify the impartiality of such venues in respect of the Bitcoin transactions they facilitate. As a result of such lack of regulation and transparency, as well as the risk posed by Bitcoin whales, wash trading and front-running, the public may lose confidence in Bitcoin transactions and the price integrity of the digital asset, which could adversely affect the market price of Bitcoin, perhaps materially, which would have an adverse impact on our business and results of operations.
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 Bitcoin, 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 Bitcoin and other digital assets; | |
| ● | government and quasi-government regulation of Bitcoin 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; | |
| ● | 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; and | |
| ● | changes or improvements in mining technologies and cryptology that could pose a threat to the efficiency or security of current mining technologies, for example, if quantum computing overcomes 256-bit encryption. |
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Our ability to achieve profitability is largely dependent on the price of Bitcoin, which has historically been volatile.
Our focus on our Bitcoin mining operations is largely based on our assumptions regarding the future value of Bitcoin, 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 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 and other cryptocurrencies, which could adversely affect their price.
These factors make it difficult to accurately predict the future market price of Bitcoin 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, as a result, our assumptions could prove incorrect. If our assumptions prove incorrect and the future price of Bitcoin is not sufficiently high, our revenue from 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 Bitcoin block subsidy rewards for solving a block in a blockchain continue to reduce in half approximately every 4 years, 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.
We operate in a highly competitive market and if we fail to grow our hash rate, in a cost-effective manner, we may be unable to compete.
Generally, a Bitcoin miner’s chance of solving a block on the Bitcoin blockchain and earning a Bitcoin reward is a function of the miner’s hash rate, relative to the global network hash rate. As greater adoption of Bitcoin occurs, we expect that the demand for Bitcoin will continue to increase, drawing more mining companies into the industry and thereby increasing the global network hash rate. As new and more powerful miners are deployed, the global network hash rate will continue to increase, meaning a Bitcoin miner’s chance of earning Bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry. Accordingly, to compete in this highly competitive industry, we believe we will need to continue to acquire new more effective and energy-efficient miners, both to replace those lost to ordinary wear-and-tear and other damage, and to increase our hash rate to keep up with a growing global network hash rate.
These new miners are highly specialized servers that are difficult to produce at scale. As a result, there are limited producers capable of supplying large numbers of sufficiently effective miners, and, as demand for new miners has increased, and will likely continue to increase, in response to increased Bitcoin prices, we have observed that the price of these new miners has also increased. If we are unable to acquire enough new miners or otherwise access sufficient capital to fund acquisitions to grow our hash rate, our results of operations and financial condition could be adversely affected, as could investments in our securities.
Bitcoin is programmatically 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.
Bitcoin is subject to Halving, which is the process by which the Bitcoin reward for solving a block is reduced by 50% for every 210,000 blocks that are solved. This Halving occurs approximately every 4 years and 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 last Halving occurred in April 2024, with a revised payout of 3.125 Bitcoin per block solved, down from the previous reward rate of 6.25 Bitcoin per block solved. 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 Bitcoin 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.
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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, as detailed in the risk factor above. 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.
We are subject to risks associated with our need for significant electrical power, with that risk heightened as we are currently supplied electrical power by a sole source provider.
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 capital investments in our 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.
The foregoing risk is heightened as a result of our reliance on a sole source provider of electrical power. We are dependent on the sole host of our power supply in Northern Europe who provides our power generation through hydroelectric sources. While our relationship with our sole power supplier is good, and while we generally have sufficient supply to conduct our business operations as presently contemplated, since the beginning of 2024, our power supply has been curtailed by up to approximately 60% as a direct result of low water levels that have cutback local hydroelectric power capacity. We believe the potential adverse effect of the power supply curtailment and our reliance on a sole power supplier was mitigated in large part due to our decision to curtail our Bitcoin mining operations (and, in turn, our electrical usage) until we could mine on a cost-effective basis. Thus, while the power supply curtailment has not yet had an adverse effect on our business, if Bitcoin market conditions become more favorable and cost-effective and we determine to ramp our mining operations back to their full capacity and the power supply curtailment continues or our sole provider raises its prices or cannot meet our needs, our business and results of operations could be materially and adversely affected, and investors in our securities could be harmed.
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. As noted in the prior risk factor, since the beginning of 2024, our power supply has been curtailed by up to approximately 60% as a direct result of low water levels that have cutback local hydroelectric power capacity. We are unable to predict when our mining levels will return to pre-2024 levels. A prolonged disruption in our power supply levels could have a material adverse effect on our bitcoin mining operations, and possibly our overall results of 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 as 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 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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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 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 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 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. The course of future legislation and regulation in the United States 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 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 we mine or otherwise acquire or hold for our own account, and thus negatively affect the value of our common stock.
The costs associated with our Bitcoin mining operations could be subject to significant increase in the future should there occur an increase in the VAT tax imposed on our hosting services.
The Company’s Bitcoin mining operations are hosted in a Northern European country that imposes a broadly-based consumption tax assessed on the value added to goods and services within its country (a “VAT tax”). However, upon the advice of our local tax advisors, an international accounting firm, the Company has concluded that the imposition of a VAT tax upon in-country hosting services is subject to uncertainty. Rather than paying no VAT tax pending clarification of this uncertainty, and upon the advice of our local tax advisors, the Company has implemented a structured leasing arrangement with its hosting counterparty in which lease payments to be received will be subject to a VAT tax upon which the Company will remit payment. While the Company believes that by adopting this type of structured arrangement, it can avoid any penalties or fines in the future should the local tax laws be modified or interpreted to apply to the local hosting services, there can be no assurances to this effect as the tax laws and interpretations thereof are subject to change, particularly in response to the tremendous growth in the high-powered computing industry. Further, there can be no assurances that if and to the extent that local tax laws are interpreted in the future to apply to hosting services, that the amount of VAT tax imposed upon the Company may not substantially exceed the amount payable under the currently contemplated structured leasing arrangement. A substantial increase in the amount of VAT tax due upon these local hosting operations, if it occurs, would increase the costs associated with the Company’s Bitcoin operations, which could have a materially adverse effect on the Company’s business and operating results.
Risks Related to Our Health, Beauty and Wellness Business
We have a limited history in the health, beauty and wellness industry upon which you can evaluate our business and prospects.
Our prospects must be considered in light of the risks encountered by companies in the early stages of development in highly competitive markets, particularly the markets for health, wellness and beauty products. You should consider the frequency with which early-stage businesses encounter unforeseen expenses, difficulties, complications, delays and other adverse factors.
Our products are subject to government regulation, both in the US and abroad, which could increase our costs significantly and limit or prevent the sale of our products.
The manufacturing, packaging, labeling, advertising, promotion, distribution, and sale of our products are subject to regulation by numerous national and local governmental agencies in the United States and other countries. The primary regulatory bodies in the United States are the FDA and FTC. Failure to comply with these regulatory requirements may result in various types of penalties or fines. These include injunctions, product withdrawals, recalls, product seizures, fines, and criminal prosecutions. Approvals or licensing may be conditioned on reformulation of products or may be unavailable with respect to certain products or product ingredients. Any of these government agencies, as well as legislative bodies, can change existing regulations, or impose new ones, or could take aggressive measures, causing or contributing to a variety of negative consequences, including:
| ● | requirements for the reformulation of certain or all products to meet new standards; |
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| ● | the recall or discontinuance of certain or all products; | |
| ● | additional record keeping; | |
| ● | expanded documentation of the properties of certain or all products; | |
| ● | expanded or different labeling; | |
| ● | adverse event tracking and reporting; and | |
| ● | additional scientific substantiation. |
Any or all of these requirements could have a material adverse effect on us. There can be no assurance that the regulatory environment in which we operate will not change or that such regulatory environment, or any specific action taken against us, will not result in a material adverse effect on us.
If we experience product recalls, we may incur significant and unexpected costs, and our business reputation could be adversely affected.
We may be exposed to product recalls and adverse public relations if our products are alleged to cause injury or illness, or if we are alleged to have violated governmental regulations. A product recall could result in substantial and unexpected expenditures, which would reduce operating profit and cash flow. In addition, a product recall may require significant management attention. Product recalls may hurt the value of our brands and lead to decreased demand for our products. Product recalls also may lead to increased scrutiny by federal, state or international regulatory agencies of our operations and increased litigation and could have a material adverse effect on our business, results of operations, financial condition and cash flows.
We may experience product liability claims and litigation to prosecute such claims, and although we maintain product liability insurance, which we believe to be adequate for our needs, there can be no assurance that our insurance coverage will be adequate or that we will be able to maintain adequate insurance coverage.
As a manufacturer and a distributor of products for human use and consumption, we may experience product liability claims and litigation to defend such claims. Additionally, the manufacture and sale of these products involves the risk of injury to consumers as a result of tampering by unauthorized third parties or product contamination. We carry insurance coverage in the types and amounts that we consider reasonably adequate to cover the risks we face. If insurance coverage is inadequate or unavailable or premium costs continue to rise, we may face additional claims not covered by insurance, and claims that exceed coverage limits or that are not covered could have a material adverse effect on us.
Disruption in our supply chain and changes to tax or trade policy could negatively impact our business.
Some of the ingredients, packaging materials, and other products we purchase may only be available from a single supplier or a limited group of suppliers, including suppliers located outside the U.S. in China and Canada. While alternate sources of supply are generally available, the supply and price are subject to market conditions and are influenced by other factors beyond our control. We do not have long-term contracts with many of our suppliers, and therefore they could increase prices or cease doing business with us. As a result, we may be subject to price fluctuations or demand disruptions.
The prices of raw materials, packaging materials and freight are subject to fluctuations in price attributable to, among other things, global competition for resources, weather conditions, changes in supply and demand of raw materials, or other commodities, fuel prices and government-sponsored agricultural programs. Volatility in the prices of raw materials and other supplies we purchase could increase our cost of sales and reduce our profitability, and we have no guarantees that prices will not rise. Our ability to pass along higher costs through price increases to our customers is dependent upon competitive conditions and pricing methodologies employed in the various sales channels in which we compete, and we may not be successful in implementing price increases. In addition, any price increases we do implement may result in lower sales volumes. Customers and consumers may choose to shift purchases to lower-priced private label or other value offerings which may adversely affect our results of operations.
Additionally, any major changes in tax or trade policy, such as the imposition of additional tariffs or duties on imported products, or trade sanctions, between the U.S. and countries from which we source merchandise, directly or indirectly, could require us to take certain actions, such as raising prices on our products or seeking alternative sources of supply from vendors with whom we have less familiarity, which could adversely affect our reputation, revenue, and our results of operations.
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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; particularly, as we will be caused to fund the start-up operations and planned expansion of our newly acquired entities, Renu Labs and Opencash. 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 recent settlement with the SEC may limit our ability to access private financings.
Our recent January 17, 2025 settlement with the SEC, in as much as it causes us to cease and desist from committing any further violations of Sections 5(a) and 5(c) of the Securities Act, could, absent an SEC waiver, impair our efforts to raise private capital under a commonly used exemption from the SEC’s registration requirements, which could make our financing efforts more difficult and less efficient.
Our common stock price has been and may continue to be extremely volatile.
Our common stock has closed as low as $0.004 per share and as high as approximately $0.030 per share during the year ended December 31, 2024. 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.
Sales of substantial amounts of our common stock in the public markets or the perception that sales might occur, could cause the trading price of our common stock to decline.
Our current and former officers, directors and certain of our significant shareholders will soon be permitted to sell in the market up to an aggregate of approximately 381,205,961 shares of our common stock, as well as 565 million shares of our common stock that may be issuable in the future upon the redemption, if at all, of shares of Class B Redeemable Units of our IFGH subsidiary, that were issued in September 2021 in connection with our acquisition of the algorithmic trading platform of MPower, as the lock-up agreement that prohibited any such market sales is scheduled to expire on April 25, 2025. Sales of substantial amounts of stock in the public markets following the expiration of the lock-up period, or the perception that sales might occur, could cause the trading price of our common stock to decline.
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. Exclusive of interest that could accrue on these notes, conversion of 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 of up to an additional 1,100,000,000 shares of our common stock could be experienced by our shareholders should DBR Capital advance and ultimately convert additional notes of $7.7 million on or before December 31, 2026. The presence of these arrangements could make it difficult for the Company to attract third-party capital in the future.
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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. The presence of these governance rights could make it difficult for the Company to attract third-party capital in the future.
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, 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.
Conversion of exchangeable shares issued in connection with the acquisition of the assets of MPower.
During September 2021, we acquired, among other assets, a proprietary algorithmic trading platform from MPower, a business controlled by two members of our Board of Directors. The assets of MPower were acquired in consideration of 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 Company common shares on a one-for-one basis. That could ultimately result in the issuance of 565,000,000 Company common shares, presently representing over 23% of the Company’s current fully-diluted shares.
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.
Shares of our common stock may never become eligible for trading on Nasdaq or a national securities exchange: we do not have a majority of independent directors.
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, among others, us having a majority of independent directors, a minimum trading price and a minimum public “float” requirement. 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 is quoted 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 quoted on the OTCQB. The OTCQB is an inter-dealer market that provides significantly less liquidity than a national securities exchange or automated quotation system.
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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. First, because we intend to retain earnings, if any, to finance the development and expansion of our business. Next, we are subject to certain restrictions on declaring dividends under our existing convertible note financing arrangements with DBR Capital, LLC and the Certificate of Designation of our Series B Preferred Stock. 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.
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 owe payment on a promissory note in the principal amount of $1,550,000 to our former Chief Executive Officer, Joseph Cammarata, (the “Cammarata Note”). Further, the Cammarata Note is convertible into shares of our common stock at $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 then ongoing legal proceedings, on or about March 31, 2022, we tendered to Mr. Cammarata cash payment in full for the Cammarata Note. As of the date of this Report, Mr. Cammarata has not accepted our tender of the cash payment, and instead during 2022 asserted his entitlement to exercise his right to convert the Cammarata Note into our common shares, although we believe his attempted conversion was not timely, nor in compliance with the conversion features of the note. Although we believe that our cash tender was appropriate under the terms of the Cammarata Note and otherwise at law, and Mr. Cammarata’s attempt to convert the note were ineffective, 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.
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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.
Item 1B. Unresolved Staff Comments
None.
Item 1C. CYBERSECURITY
Cybersecurity incidents could result from unintentional events, or from deliberate attacks by unauthorized entities or individuals attempting to gain access to Investview’s System Technology for the purposes of misappropriating assets or information or causing operational disruption and damage. To mitigate the risk of an impact to our business operations and/or damage from cybersecurity incidents or cyberattacks, Investview invests in multiple forms of cybersecurity and operational safeguards.
Our data is dynamically backed up to mitigate against data loss. To prevent unauthorized access and data breaches, we encrypt sensitive data both in transit and at rest. We have also implemented access controls and multi-factor authentication to ensure that only authorized personnel can access sensitive information. We also utilize third-party information technology systems vendors to conduct regular network and endpoint monitoring.
Our risk management program is comprised of, among other things, policies that are designed to identify, assess, manage, and mitigate cybersecurity risk, and is based on applicable laws and regulations, derived from industry standards and best practices. These policies are intended to identify cybersecurity threats that may be associated with both internally managed systems and systems managed by third-party service providers.
We conduct risk assessments to evaluate the effectiveness of our systems and processes in addressing threats and to identify opportunities for enhancements. Additionally, we conduct privacy and cybersecurity reviews, as well as annual employee training, and monitor emerging laws and regulations related to information security and data protection. We utilize third party tools and techniques to test and enhance our security controls, perform annual cybersecurity framework assessments, conduct ongoing penetration testing of our systems, and benchmark against best practices. Our internal audit function provides an independent assessment on the overall operations of our cybersecurity program and the supporting framework.
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Upon detection of a cybersecurity incident and initial intake and validation by our cybersecurity team, our incident response team triages and evaluates the cybersecurity incident, and, depending on the severity, escalates the incident to management and a cross-functional working group. Any incident assessed as potentially being or potentially becoming material is immediately escalated for further assessment and reported to executive management. Determination of what resources are needed to address the incident, prioritizing of response activities, forming of action plans, and notification of external parties as needed are then undertaken by executive management and the cross-functional working group, led by our Senior Information Officer (SIO). We consult with outside counsel as appropriate, including on materiality analysis and disclosure matters, and our executive management makes the final materiality and disclosure determinations, among other compliance decisions.
Management and our SIO are responsible for day-to-day monitoring of the prevention, detection, mitigation and remediation of cybersecurity incidents. Our SIO, who reports to our Chief Operating Officer, has primary oversight of the material risks from cybersecurity and data privacy matters. Our SIO has more than 20 years of experience across various information technology, information security and management roles, including leading the development and implementation of cybersecurity and data privacy strategies for the employee and customer-facing aspects of our business.
In 2024, we did not identify any cybersecurity incidents or threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. However, despite our efforts, we may not be successful in eliminating all risks from cybersecurity threats and can provide no assurances that undetected cybersecurity incidents have not occurred. See Part I, Item 1A. “Risk Factors” of this Annual Report for more information regarding the cybersecurity risks we face.
Item 2. Properties
Our corporate headquarters consisting of approximately 7,102 square feet of office space are located at 521 West Lancaster Avenue, Second Floor, Haverford, Pennsylvania 19041 and are being leased under a one-year lease agreement that will expire in December 2025. Our iGenius LLC headquarters consisting of approximately 1,325 square feet of office space are located at 459 North 300 West, #15, Kaysville, Utah 84037 and is on a month-to-month lease. The manufacturing headquarters consisting of approximately 12,500 square feet of office and manufacturing space for Renu Laboratories LLC are located at 1836 Stout Drive, #1, 2, 5, 6, and 7, Warminster, Pennsylvania 18974 and are being leased under a 14-month lease that will expire in December 2025. Additionally, approximately 5,849 square feet of warehouse space for Renu Laboratories LLC located at 48 Vincent Circle, #48A, Ivyland, Pennsylvania 18974 is being leased for storage of materials and pre-finished goods under a 2-year lease agreement that will expire in December 2026. Our Opencash Securities LLC headquarters, consisting of approximately 134 square feet of office space, are located at 1120 NASA Parkway, #220C, Houston, Texas, 77058 and is on a one-year lease that will expire in December 2025. We lease administrative office space, which is located at 386 Main Street, #212, Wyckoff, New Jersey 07481 and is being leased under a two-year lease agreement that will expire in July 2025 with an option for the Company to terminate with 60 days’ written notice.
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 currently 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. The SEC order, the factual and legal findings of which we neither admit nor deny, relates to a program developed by prior management involving the sale/leaseback of high-performance server equipment primarily used for bitcoin mining to investors from July 2019 through June 2020. In its order, the SEC concluded that the interests of the Company offered in connection with the program were unregistered investment contracts sold in violation of Sections 5(a) and 5(c) of the Securities Act of 1933, as amended. On January 17, 2025, we reached an agreement and entered into a settlement with the SEC to resolve the inquiry. As part of the settlement, we agreed to pay the SEC a penalty of $375,000 and to cease and desist from continuing any further violations of Sections 5(a) and 5(c) of the Securities Act of 1933, as amended.
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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 quoted on the OTCQB under the symbol “INVU.” You should be aware that over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.
As of March 20, 2025, we had approximately 624 stockholders of record of our common stock and 1,858,525,896 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. Other than payment of a dividend of $3.25 per annum, paid quarterly, on our 13% Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), we intend to retain earnings, if any, to finance the development and expansion of our business. In addition, we and our subsidiaries are subject to certain restrictions on declaring dividends under our existing Convertible Note Financing Arrangements with DBR Capital, LLC and the Certificate of Designation of our Series B Preferred Stock. 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]
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 diversified financial technology services company offering multiple business units across key sectors, including a financial education division offering tools, products and content through a global network of independent distributors; a manufacturing division focused on proprietary over-the-counter aesthetics, health, nutrition and cognitive wellness products for wholesale and retail markets, with strategic plans for global expansion; an early-stage online trading platform that intends to offer self-directed retail brokerage services; and a business unit that owns and operates a sustainable blockchain business focused on bitcoin mining.
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Recent Material Developments
Private Share Repurchase Transactions
We have attempted to repurchase shares privately, when the circumstances arise, as an opportunistic way to use our existing cash resources strategically to add shareholder value by significantly reducing our outstanding capitalization at a discounted price to the market. These opportunities have arisen for us on three occasions. First, on September 29, 2023, we purchased for surrender in a series of private transactions, an aggregate of 302,919,223 shares of the Company’s common stock from two of our former Directors and executive officers, and a series of their family members and related entities. The shares were purchased for an aggregate consideration of $2,922,380, equating to a price of $0.00964739 per share; representing a discount of approximately 52.5% to the average market price at the time of closing. One-eighth of the purchase price was paid within seven (7) days of the closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter. See Item 13 of this Form 10-K for additional details on the transaction.
Next, further private purchases were effectuated on February 7, 2024, when we repurchased for surrender and cancellation an aggregate of 472,374,710 shares of the Company’s common stock from Ryan Smith and Chad Miller and certain of their respective affiliates and family members. These shares were purchased for an aggregate purchase price of $3,571,146, equating to a price of $0.007559985 per share; representing a discount of approximately 57.6% to the average market price at the time of the closing. One-eighth of the purchase price was paid within seven (7) days of the closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter. See Item 13 of this Form 10-K for additional details on the transaction.
Finally, on October 25, 2024, we announced that we entered into an agreement to purchase from certain non-affiliated shareholders, in a private transaction, a total of 121 million shares of our common stock. Closing under the share purchase transaction, however, was subject to certain customary and standard closing conditions, including, primarily, the delivery of the purchased shares to the Company at a closing to be conducted on or before an outside termination date of February 23, 2025. As of the date of this Report, the sellers in the transaction have been unable to arrange delivery of the shares. Accordingly, we cannot assure that the transaction will occur as announced. We have reserved our rights under the agreement.
Acquisition of Business of Opencash
On March 18, 2024, we announced the acquisition of Opencash, an early-stage registered broker-dealer that plans to offer investors an online platform to enable self-directed retail brokerage and other related services.
Acquisition of Business of Renu
On October 11, 2024, we acquired substantially all of the business and assets of Renu Labs. The total purchase price of Renu Labs was $1,780,000. As part of this acquisition, we also issued 5,000,0000 stock options to the principal of Renu Labs, which options are scheduled to vest in equal amounts over a five-year period, at an exercise price of $0.05 per share with a ten-year life.
Settlement of Outstanding Matter with the SEC
During November 2021, we received a subpoena from the United States Securities and Exchange Commission (“SEC”) for the production of documents. The SEC order, the factual and legal findings of which we neither admit nor deny, relates to a program developed by prior management involving the sale/leaseback of high-performance server equipment primarily used for bitcoin mining to investors from July 2019 through June 2020. In its order, the SEC concluded that the interests of the Company offered in connection with the program were unregistered investment contracts sold in violation of Sections 5(a) and 5(c) of the Securities Act of 1933, as amended. On January 17, 2025, we reached an agreement and entered into a settlement with the SEC to resolve the inquiry. As part of the settlement, we agreed to pay the SEC a penalty of $375,000 and to cease and desist from continuing any further violations of Sections 5(a) and 5(c) of the Securities Act of 1933, as amended.
Amendment of Credit Arrangements with DBR Capital
On or about February 28, 2025, the Company and DBR Capital entered into an amendment to the Securities Purchase Agreement (the “Amendment”), approved by the disinterested members of the Company’s Board of Directors. Pursuant to the Amendment, DBR has been given until August 31,2025 to lend to the Company a minimum of $2.0 million, and until December 31, 2026 to lend to the Company balance of up to $5.7 million. The Amendment also substantially reduces the interest rate for the first $2 million that may be advanced by DBR Capital from 38.5% to 18.75% per annum, and further substantially reduces the interest rate to 10% per annum (also from 38.5%) for any amounts loaned in excess of $2 million.
Announcement of Stock Repurchase Program
On March 6, 2025, the Board of Directors authorized a stock repurchase program that will allow the Company to repurchase up to $1,000,000 in aggregate value of shares of the Company’s common stock, par value $0.001 per share, through March 6, 2026. As of the date of this filing, 705,890 shares have been repurchased for $16,618. These shares are being held by the Company in Treasury.
Results of Operations
Year Ended December 31, 2024, Compared to Year Ended December 31, 2023
Revenues
| Year Ended December 31, | Increase | |||||||||||
| 2024 | 2023 | (Decrease) | ||||||||||
| Membership revenue, net of refunds, incentives, credits, and chargebacks | $ | 47,061,290 | $ | 56,036,052 | $ | (8,974,762 | ) | |||||
| Mining revenue | 5,186,606 | 11,348,156 | (6,161,550 | ) | ||||||||
| Health and wellness product sales | 110,671 | - | 110,671 | |||||||||
| Cryptocurrency revenue | - | 513,285 | (513,285 | ) | ||||||||
| Mining equipment repair revenue | 23,404 | 23,378 | 26 | |||||||||
| Total revenue, net | $ | 52,381,971 | $ | 67,920,871 | $ | (15,538,900 | ) | |||||
Total revenue, net, decreased $15,538,900, or 23%, from $67,920,871 for the year ended December 31, 2023, to $52,381,971 for the year ended December 31, 2024. The decreases of $9.0 million, $6.2 million, and $513 thousand pertain to a contraction in our membership revenue, mining revenue, and cryptocurrency revenue, respectively. The $9.0 million (16%) decrease in membership revenue was largely attributable to a combination of shifts in consumer behavior and demand following the COVID-19 pandemic as individuals re-evaluated their spending priorities, lifestyle habits, and engagement preferences, as well as broader global macroeconomic changes that have caused a general slowdown in direct sales and home-based business. This trend reflects broader market changes and has impacted overall participation and retention rates. The $6.1 million (54%) decrease in mining revenue was a result of “Bitcoin Halving” which occurred on April 19th, 2024, decreasing the reward to 3.125 Bitcoin per block solved from the previous reward rate of 6.25 Bitcoin per block solved, an increase in Bitcoin Network Difficulty and a mandated power curtailment enforced by the government-controlled utility companies in Northern Europe, partially offset by an increase in the price of Bitcoin; and the $513 thousand decrease in cryptocurrency revenue was due to the discontinuation of our distribution of NDAU during the year ended December 31, 2023. These decreases were offset by a $111 thousand increase in health and wellness product sales which can be explained by the purchase of the business and assets of Renu Laboratories, Inc. in October 2024.
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Operating Costs
| Year Ended December 31, | Increase | |||||||||||
| 2024 | 2023 | (Decrease) | ||||||||||
| Cost of sales and service | $ | 6,056,491 | $ | 10,736,709 | $ | (4,680,218 | ) | |||||
| Commissions | 25,913,260 | 31,716,399 | (5,803,139 | ) | ||||||||
| Selling and marketing | 569,491 | 560,065 | 9,426 | |||||||||
| Salary and related | 6,626,588 | 7,112,954 | (486,366 | ) | ||||||||
| Professional fees | 1,547,288 | 1,378,367 | 168,921 | |||||||||
| Impairment expense | 1,771,891 | 2,056,386 | (284,495 | ) | ||||||||
| Loss (gain) on disposal of assets | 180,223 | 223,630 | (43,307 | ) | ||||||||
| General and administrative | 8,022,020 | 9,531,431 | (1,509,411 | ) | ||||||||
| Total operating costs and expenses | $ | 50,687,252 | $ | 63,315,941 | $ | (12,628,689 | ) | |||||
Operating costs decreased $12,628,689, or (20%), from $63,315,941 for the year ended December 31, 2023, to $50,687,252 for the year ended December 31, 2024. The decrease can be explained by a reduction in commissions of $5.8 million, which was a result of a decrease in our membership revenue, a decrease in cost of sales and services of $4.7 million, which was a result of a power curtailment mandated by the government-controlled utility companies in Northern Europe, a decrease in salary and related of $486 thousand, which was a result of a decrease in stock based compensation, a decrease in general and administrative expenses, which was a result of decreases in credit card processing fees due to the decreases in our membership revenue and decreases in costs related to our mining operations, and a decrease in impairment expense of $285 thousand due to impairment of our data processing equipment during the current year being slightly less than the impairment of other assets in the prior year.
Other Income (Expense)
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| Loss on Settlement | $ | (375,000 | ) | $ | - | $ | (375,000 | ) | ||||
| Gain (loss) on fair value of derivative liability | 4,974 | 18,691 | (13,717 | ) | ||||||||
| Realized gain (loss) on cryptocurrency | 452,450 | 255,268 | 197,182 | |||||||||
| Interest expense | (18,801 | ) | (18,750 | ) | (51 | ) | ||||||
| Interest expense, related parties | (1,240,529 | ) | (1,239,603 | ) | (926 | ) | ||||||
| Other income (expense) | 1,567,543 | 1,389,796 | 177,747 | |||||||||
| Total other income (expense) | $ | 390,637 | $ | 405,402 | $ | (14,765 | ) | |||||
We recorded other income of $390,637 for the year ended December 31, 2024, which was a decrease of $14,765, or 4%, from the prior year other income of $405,402. The change is due to a realized gain on cryptocurrency in the current period of $452 thousand compared to a realized gain of $255 thousand in the prior year and an increase in other income in the current period of $178 thousand, as we recognized more interest income in the current period due to our cash balances being held in higher interest-bearing accounts, as compared to the equivalent prior year period, and as a result of an increase in ticket sales from certain promotional events iGenius held during the years ended December 31, 2024 and 2023. These increases were offset by a loss on settlement in the current year with the SEC to resolve the SEC inquiry previously disclosed by the Company in November 2021.
Liquidity and Capital Resources
During the year ended December 31, 2024, we met our short-and long-term working capital and capital expenditure requirements. Our net cash provided by operating activities for the year ended December 31, 2024, was $8.3 million. We used our cash provided by operating activities for the acquisition of substantially all the assets of Renu Labs for $1.1 million, the purchase of fixed assets in the amount of $0.5 million, principal and interest payments on debt of $1.3 million, the repurchase of common shares totaling $3.4 million, total dividend payments on our preferred stock of $0.7 million and added $1.3 million to our cash balance, which totaled $22.5 million at December 31, 2024. We believe we will have sufficient resources, including cash flow from operations and access to capital markets, to meet debt service and other obligations in a timely manner and be able to meet our objectives.
Trends, Risks, and Uncertainties
During 2024, we experienced a material contraction in the revenues generated by our Financial Education and Technology, and our Blockchain Technology and Crypto Mining Products and Services, business units. In the case of our Financial Education and Technology business unit, the contraction was largely attributable to a combination of shifts in consumer behavior and demand following the COVID-19 pandemic as individuals re-evaluated their spending priorities, lifestyle habits, and engagement preferences, as well as broader global macroeconomic changes that have caused a general slowdown in the direct sales and home-based business industry. In the case of our Blockchain Technology and Crypto Mining Products and Services business unit, the contraction was largely attributable to a combination of the “Bitcoin Halving” which occurred on April 19th, 2024, decreasing the reward to 3.125 Bitcoin per block solved from the previous reward rate of 6.25 Bitcoin per block solved, an increase in Bitcoin Network Difficulty and a mandated power curtailment enforced by the government-controlled utility companies in Northern Europe, partially offset by an increase in the price of Bitcoin. As we have seen no material change during 2025 in the underlying macroeconomic conditions that caused these contractions in 2024, we have reason to believe that trends we experienced in 2024 will likely continue in 2025. Against these headwinds, in 2025, we believe that as we start to commercialize our Opencash business, and as we start to experience some of the growth we expect from our health and wellness business unit, we may start to experience revenue growth that was not available during 2024, although we do not expect that these possible lines of growth will in the short-term suffice to offset the contraction in revenue we experience during 2024. We have otherwise sought to identify in our Risk factors discussion and elsewhere in this Annual Report on Form 10-K, 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.
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Commitments and Contingencies
Related Party Debt
At December 31, 2024, we had related party debt of approximately $2.7 million and debt of approximately $520 thousand.
Third-Party Vendor Buy-Back Program
Included in the Apex sale and leaseback program that was discontinued in 2021, was a “guaranteed assets buy-back product” underwritten, administered and managed by a third-party provider, Total Protection Plus (“TPP”), which was intended to provide customers who participated in the Apex sale and leaseback program with a financial protection program (the “TPP Program”), under which customers, provided they complied with certain TPP required claims procedures, could elect to collect a cash payout in either a five-or-ten year interval after their initial purchase. As part of their sales and marketing materials, TPP represented that they were a purported affiliate of a well-known global insurance brokerage firm that had sufficient capital resources, reserves and liquidity to support any payouts needed to satisfy their obligations under the TPP Program. TPP was paid substantial premiums for the program. In most instances, the premium for the TPP program was included in the package price for the Apex program, at no additional cost to the customer.
Separately, iGenius members who purchased ndau from the Company through an Oneiro sponsored ndau distribution program, were also given the opportunity to participate in a TPP Program similar to the program offered to our Apex customers; which in this case was intended to provide customers who purchased ndau with a financial protection program under which such customers, provided they complied with certain TPP required claims procedures, could elect to collect a cash payout in either a five- or ten-year interval after their initial purchase. Participation in this program was also in reliance on sales and marketing materials by which TPP represented that they were a purported affiliate of a well-known global insurance brokerage firm that had sufficient capital resources, reserves and liquidity to support any pay-outs needed to satisfy their obligations under the TPP Program. Prior to terminating the distribution of ndau in August 2023, we distributed over $16.6 million in ndau to our members purportedly supported by the TPP Program. As in the same case as had been done with respect to the Apex customers, TPP was paid substantial premiums for the program, and those premiums were included in the purchase price for the ndau program, at no additional cost to the customer.
During the fourth calendar quarter of 2021, we suspended any further offering of the TPP Program in connection with the sale of ndau after TPP was unable to comply with our vendor compliance protocols, having cited certain offshore confidentiality entitlements by which it was unwilling to provide evidence of its financial support arrangements. That suspension has remained in place as we have been unable to further validate the continued integrity of the TPP Program and the vendor’s ability to honor its commitments to our members; despite the payment of over $6 million to TPP to secure the benefits of the TPP Program. Our level of concern over the viability of the TPP Program has recently increased materially as we have come to learn that: (i) certain of our customers have been unable to reach TPP in order to process claims for their 5-year promised returns; (ii) certain customers have informed us that the TPP website has been inoperative and customers have been unable to process their claims; and (iii) an email communication purportedly from TPP, or an affiliate thereof, has been received by certain of customers in which the sender asserts that the obligations of TPP under the TPP Program were (unbeknownst to us and our customers) purportedly dependent on the financial wherewithal of another heretofore undisclosed TPP affiliate, that the email claims now has no ability to satisfy the commitments originally made by TPP.
To respond to these concerns, and in an effort to advance the interests of our customers, on March 28, 2025, we commenced an action against Total Protection Plus, UIU Holdings LLC, Jason R. Anderson, Jacob S. Anderson, and Schad E. Brannon (collectively, “TPP”), in the Court of Chancery of the State of Delaware captioned Investview et al., v. UIU Holdings, LLC et al., seeking to, among other things, compel TPP to fulfill the commitments that were made to the Company’s customers under the TPP Program.
We cannot ensure that TPP will comply with its contractual commitments to our customers, in which case these customers may not be able to realize the cash payouts promised by TPP, despite the substantial payments made to TPP to secure the benefits of the TPP Program. As the direct responsibility for compliance with the TPP Program resides with TPP; particularly as the program was underwritten, managed and administered by TPP as an independent third-party vendor (and with respect to ndau, the underlying ndau was developed and marketed by an additional third-party vendor), and in recognition of the customers’ acceptance of their participation in the program, we do not believe that we have any legal responsibility to cover any potential claims of customers who participated in the TPP Program. There is, however, a risk that any failure of TPP to perform its obligations to our customers could expose us to commercial claims of dissatisfied customers, regardless of the legal foundation associated therewith. The possible assertion of those claims could have an adverse effect on our business, financial condition, and operating results.
Debt and Equity Transactions with Former Officer
Beginning in March 2021, we engaged in certain debt and equity transactions with Joseph Cammarata, who served as an officer and director of the Company from December 2019 through his termination for cause on or about December 7, 2021, certain of which have exposed the Company to the uncertainty of possible claims in the future. For additional information, please see Note 10, “Commitments and Contingencies” to our audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.
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 involve the most complex, difficult, and subjective estimates and judgments.
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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.
Principles of Consolidation
The
consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries: iGenius, LLC, SAFETek,
LLC, Investview Financial Group Holdings, LLC, Opencash Finance, Inc., Opencash Securities, LLC, Investview MTS, LLC, myLife Wellness
Company, Renu Laboratories LLC, and Goldman’s Pharmaceuticals LLC.
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.
Long-Lived Assets – Intangible Assets & License Agreement
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, which 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, 2024 and December 31, 2023, were $1,127,891 and $585,632, respectively. Cryptocurrencies purchased or received for payment from customers are recorded in accordance with ASC 350-30 and cryptocurrencies awarded to the Company through its mining activities ($5,186,606 and $11,348,156 for the year ended December 31, 2024 and 2023, respectively) are accounted for in connection with the Company’s revenue recognition policy. The use of cryptocurrencies is accounted for in accordance with the first in first out method of accounting. For the year ended December 31, 2024 and 2023, we recorded realized gains (losses) on our cryptocurrency transactions of $452,450 and $255,268, respectively. For the year ended December 31, 2023, we recognized impairment expense related to our cryptocurrency holdings of $2,056,386. The impairment was due to carrying value of our ndau coins exceeding its fair value what was deemed $0 due to NDAU having no trade volume and not being listed on an exchange as of December 31, 2023.
Impairment of Long-Lived Assets
We account for the impairment of our long-lived assets in accordance with ASC Subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.
We evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.
During the year ended December 31, 2024, data processing equipment which is our bitcoin miners were impaired $1,771,891. The impairment was due to the carrying value of our data processing equipment exceeding its fair value which was determined using the price that similar equipment would sell for in the open market. During the year ended December 31, 2023, no impairment was recorded.
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Revenue Recognition
Membership Revenue
Most of our revenue is generated by membership sales and payment is received at the time of purchase. We recognize membership revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide our tools, products, and content over a fixed membership period; therefore, we recognize revenue ratably over the membership period and deferred revenue is recorded for the portion of the membership period subsequent to each reporting date. Additionally, we offer a designated trial period to first-time membership customers, during which a full refund can be requested if a customer does not wish to continue with the membership. Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of December 31, 2024 and 2023, our deferred revenues for membership revenue were $1,905,734 and $2,703,398, respectively.
Mining Revenue
We generate revenue from mining bitcoin. The Company has entered into a digital asset mining pool by executing a contract, as amended from time to time, with the mining pool operator to provide computing power to the mining pool. The contract is terminable at any time by either party without penalty. Further, since the contract is continuously renewing, second by second, the mining contract is considered to have a duration of less than 24 hours for accounting purposes. The Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, we are entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which calculates our share of block rewards, transaction fees, and mining pool operator fees. We are entitled to consideration even if a block is not successfully placed by the mining pool operator.
Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with the mining pool operator. The transaction consideration the Company receives is net of a contractually agreed upon mining pool operator fee charged and kept by the mining pool operator and is noncash, in the form of Bitcoin. Given that the contract is continuously renewing, and the duration is considered to be less than 24 hours, the Company measures the transaction consideration at fair value on the date Bitcoin is received. The consideration is variable. The amount of consideration recognized is constrained to the amount of consideration received, which is when it is probable a significant reversal will not occur. There is no significant financing component or risk of a significant revenue reversal in these transactions due to the performance obligations and settlement of the transactions being on a daily basis.
Health and Wellness Product Sales and Other Revenue
Through our wholly owned subsidiary, Renu Laboratories LLC, we generate revenue by manufacturing and selling health, beauty and wellness products. We recognize health and wellness product sales revenue in accordance with ASC 606-10. The Company’s performance obligation is complete when control of the promised goods is transferred to a customer, at which time the Company recognizes revenue in an amount that reflects the consideration the Company expects to receive in exchange for those goods. The Company terms for the sale are based on free on board (FOB) shipping point, where the control passes to the customer once the product leaves our warehouse. The Company determines collectability by requiring certain customers to pay before control is transferred and by performing ongoing credit evaluations and monitoring customer accounts receivable balances. As of December 31, 2024, deposits collected from customers for orders to be filled at a future date were $1,014,164.
Shipping and direct costs charged to customers, along with fees collected from customers for storing their products in our warehouse facility located in Warminster, Pennsylvania, are included in revenue as Other Revenue. Shipping and direct costs incurred by the Company are included in Cost of Sales and Service.
Cryptocurrency Revenue
During 2023, we generated revenue from the sale of cryptocurrency packages to our customers through an arrangement with a third-party supplier. The various packages included different amounts of coin with differing rates of returns and terms. The coin is delivered by a third-party supplier. The sale of cryptocurrency packages was discontinued during the year ended December 31, 2023.
During 2023, we recognized 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 was to arrange for the third-parties to provide coin and protection (if applicable) to our customers and payment was received from our customers at the time of order placement. All customers were given two weeks to request a refund, therefore we would record a customer advance on our balance sheet upon receipt of payment. After the two weeks have passed from order placement, we request our third-party supplier to deliver coin and protection (if applicable), at which time we recognize revenue and the amounts due to our supplier on our books.
During 2024, we generated no revenue from the sale of cryptocurrency packages.
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Mining Equipment Repair Revenue
Through our wholly owned subsidiary, SAFETek, LLC, prior to June 30, 2023, we repaired broken mining equipment for sale to third-party customers. Our mining equipment repair business was discontinued during the quarter ended June 30, 2023.
Prior to June 30, 2023, we recognized miner repair revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation was to deliver the promised goods to our customers.
Revenue generated for the year ended December 31, 2024
Revenue generated for the year ended December 31, 2024, was as follows:
| Membership revenue | Mining revenue | Health and wellness product sales | Other Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | 50,086,839 | $ | 5,186,606 | $ | 110,856 | $ | 23,404 | $ | 55,407,705 | ||||||||||
| Refunds, incentives, credits, and chargebacks | (3,025,549 | ) | - | (185 | ) | - | (3,025,734 | ) | ||||||||||||
| Net revenue | $ | 47,061,290 | $ | 5,186,606 | $ | 110,671 | $ | 23,404 | $ | 52,381,971 | ||||||||||
Foreign revenues for the year ended December 31, 2024 were approximately $42.9 million while domestic revenue for the year ended December 31, 2024 was approximately $9.5 million.
Revenue generated for the year ended December 31, 2023
Revenue generated for the year ended December 31, 2023, was as follows:
Membership Revenue | Cryptocurrency Revenue | Mining Revenue | Miner Repair Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | 60,516,836 | $ | 990,785 | $ | 11,348,156 | $ | 23,378 | $ | 72,879,156 | ||||||||||
| Refunds, incentives, credits, and chargebacks | (4,480,784 | ) | - | - | - | (4,480,784 | ) | |||||||||||||
| Amounts paid to supplier | - | (477,500 | ) | - | - | (477,500 | ) | |||||||||||||
| Net revenue | $ | 56,036,052 | $ | 513,285 | $ | 11,348,156 | $ | 23,378 | $ | 67,920,871 | ||||||||||
Foreign revenues for the year ended December 31, 2023 were approximately $51.0 million while domestic revenue for the year ended December 31, 2023 was approximately $16.9 million.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The amendments in ASU No. 2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. ASU No. 2023-08 requires a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. The Company has not yet adopted ASU No. 2023-08 and is currently evaluating the impact that the adoption will have on the Company’s financial statement presentation and disclosures.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company did not elect early adoption and is currently evaluating the impact the updated guidance will have on its 2025 disclosures.
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In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to enhance reportable segment disclosures by requiring disclosures of significant segment expenses regularly provided to the CODM, requiring disclosure of the title and position of the CODM and explanation of how the reported measures of segment profit and loss are used by the CODM in assessing segment performance and allocation of resources. ASU 2023-07 is effective for the Company for annual periods beginning after December 31, 2023. The Company adopted ASU 2023-07 for the year ended December 31, 2024. As a result of the adoption, the Company added this disclosure in Note 11. Segment Information, to present significant expenses that are included within cost of revenue, by reportable segment, which are presented to the CODM.
In December 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires, in the notes to the financial statements, disclosures of specified information about certain costs and expenses specified in the updated guidance. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company did not elect early adoption and is evaluating the impact the updated guidance will have on its disclosures in 2026.
We have noted no other recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material impact on our financial statements.
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.
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
Although we have recently experienced a decrease in our revenues and net income, we believe that as we start to commercialize our Opencash business, and as we start to experience some of the growth we expect from our health and wellness business unit, we may start to 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 quoted 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.
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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, 2024.
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, 2024, based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation, management concluded that we maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO framework criteria. Management believes our processes and controls are sufficient to ensure the consolidated financial statements for the year ended December 31, 2024, included in this Form 10-K, were fairly stated in accordance with U.S. GAAP.
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 is also 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, 2024, 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
During
the fourth quarter of the fiscal year ended December 31, 2024, no director or “officer” as defined in Rule 16a-1(f) under
the Exchange Act
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 | Serving Since | |||
| David B. Rothrock | 60 | Chairman | 2020 | |||
| Victor M. Oviedo | 48 | Chief Executive Officer and Director | 2022 | |||
| James Bell | 59 | President, Chief Operating Officer and Director | 2020 | |||
| Ralph R. Valvano | 55 | Chief Financial Officer | 2021 | |||
| Jayme L. McWidener | 46 | Chief Accounting Officer | 2019 |
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, a family investment office. Through his leadership, guidance, and vision, in key roles as president and chief executive officer of DBR Capital LLC, MPower Trading Systems, LLC (a fintech firm), Cedar Crest Partners G.P. LLC (a real estate holding t company), 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 as our Chief Executive Officer since February 2022. Prior to joining Investview, Mr. Oviedo served since February 2018 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. Before StageLight Group, he was a Partner at SkyBridge Capital, an alternative asset manager and investment advisor, 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. Mr. Bell has served as our President and Chief Operating Officer since February 2022, after having served for a brief time as our Acting Chief Executive Officer. Previously, as co-founder and chief executive officer of MPower Trading Systems, LCC, a fintech firm, 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-December 31, 2023). 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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Ralph R. Valvano has over 26 years of global finance and transformation experience in the financial services industry. Mr. Valvano has served as our Chief Financial Officer since June 2021. 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 has served as our Chief Accounting Officer since June 2021 and prior to that, as our Chief Financial Officer, from September 2019. Ms. 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 & CPAs, 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.
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 six times during the year ended December 31, 2024.
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 to 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. The OTCQB does not require us to have a designated audit committee, and our board of directors has determined that it is in the Company’s best interest to have the full board fulfill the functions that would be performed by an audit committee. 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. Additionally, since we are not currently required to have an audit committee, we currently do not have an audit committee “financial expert” as defined in Item 407(d)(5) of Regulation S-K.
Compensation Committee
We currently do not have a designated compensation committee. The OTCQB does not require us to have a designated compensation committee, and our board of directors has determined that it is in the Company’s best interest to have the full board fulfill the functions that would be performed by a compensation committee. 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 adopted 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 filed with the SEC as exhibit 14.01 to this Annual Report on Form 10-K. 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.
Insider Trading Policy
We
have
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. DBR Capital, LLC, MPower Trading Systems, LLC and Brian McMullen each own more than 10% of our common stock and have failed to file with the Securities and Exchange Commission initial reports of ownership on Form 3.
Item 11. Executive Compensation
Directors’ Compensation
Our directors were awarded compensation for their services as directors in 2024 as follows. Mr. Oviedo and Mr. Bell are not compensated separately for their service as directors, and all of their compensation is discussed under “Executive Officers’ Compensation.”
| Name | Fees Earned or Paid in Cash | Total | ||||||
| ($) | ($) | |||||||
| David Rothrock | 96,000[1] | 96,000 | ||||||
| [1] | Mr. Rothrock’s board fees were paid in monthly installments of $8,000. |
Executive Officers’ Compensation
The following table sets forth information concerning the annual and long-term compensation earned by our chief executive officer and to other persons who served as executive officers as, at, or during the years ended December 31, 2024 and 2023 (the “named executive officers”), for services as executive officers for the last two periods.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | All Other Compensation [2] | Total | |||||||||||||||
| ($) | ($) | ($) | ($) | |||||||||||||||||
| Victor Oviedo [1] | 2024 | 440,384 | 1,000 | 12,319 | 453,703 | |||||||||||||||
| Chief Executive Officer and Director | 2023 | 427,548 | 1,000 | 10,858 | 439,406 | |||||||||||||||
| James Bell | 2024 | 354,704 | 72,500 | 38,188 | 465,392 | |||||||||||||||
| President, Chief Operating Officer, and Director | 2023 | 345,877 | 2,500 | 33,659 | 382,036 | |||||||||||||||
| Ralph Valvano | 2024 | 301,730 | 72,500 | 38,188 | 412,418 | |||||||||||||||
| Chief Financial Officer | 2023 | 293,008 | 6,000 | 33,659 | 332,667 | |||||||||||||||
| [1] | On February 23, 2022, Victor Oviedo was appointed as Chief Executive Officer. |
| [2] | These other compensation amounts are for medical and other fringe benefits. |
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Outstanding Equity Awards at Fiscal Year-End
On February 2, 2022, the Company’s board of directors approved and adopted the Investview, Inc. 2022 Incentive Plan. Although the 2022 Incentive Plan has been adopted by the board of directors, it has not yet been approved by the Company’s stockholders. Accordingly, those provisions of the 2022 Incentive Plan that for federal tax purposes require approval of the stockholders of the Company (i.e., the granting of incentive stock options) shall not become effective until adopted by the stockholders, however, the Company reserves the right to grant Incentive Stock Options provided stockholder approval is secured within one (1) year from the date thereof.
As of December 31, 2024, the following stock option awards were issued and exercisable for the Company’s executive officers pursuant to the 2022 Incentive Plan.
| Option Awards | ||||||||||||||||||
Option grant |
Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable | Option exercise price | Option expiration | ||||||||||||||
| Name | date | (#) | (#) | ($) | date | |||||||||||||
| David Rothrock | 6/24/2022 | 41,666,665 | - | 0.05 | 6/24/2029 | |||||||||||||
| Chairman | 6/24/2022 | 17,500,000 | 26,250,000 | [1] | 0.05 | 6/24/2029 | ||||||||||||
| Victor Oviedo | 6/24/2022 | 30,000,000 | 45,000,000 | [1] | 0.05 | 6/24/2029 | ||||||||||||
| Chief Executive Officer and Director | 6/24/2022 | 10,000,000 | 15,000,000 | [1] | 0.05 | 6/24/2029 | ||||||||||||
| James Bell | 6/24/2022 | 37,500,000 | - | 0.05 | 6/24/2029 | |||||||||||||
| President, Chief Operating Officer, and Director | 6/24/2022 | 30,000,000 | 45,000,000 | [1] | 0.05 | 6/24/2029 | ||||||||||||
| Ralph Valvano | 6/24/2022 | 4,875,000 | 3,250,000 | [1] | 0.05 | 6/24/2029 | ||||||||||||
| Chief Financial Officer | 6/24/2022 | 11,750,000 | 17,625,000 | [1] | 0.05 | 6/24/2029 | ||||||||||||
| [1] | Vest annually over a five-year period following grant. |
Employment Agreements
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 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 $0.05 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.
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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). During June 2022, in connection with his services to the Company as an executive officer, we awarded to Mr. Oviedo options to purchase an aggregate of 100 million shares of our common stock at an exercise price of $0.05 per share. The options are subject to a seven-year term and vest over a five-year period following the date of grant. Additional options were granted to Mr. Oviedo in connection with his service to the Company as a member of its Board of Directors. See “Directors’ Compensation” above.
On February 22, 2022, we entered into an employment with our President and 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). During June 2022, in connection with his services to the Company as an executive officer, we awarded to Mr. Bell options to purchase an aggregate of 75 million shares of our common stock at an exercise price of $0.05 per share. The options are subject to a seven-year term and vest over a five-year period following the date of grant. Additional options were granted to Mr. Bell in connection with his service to the Company as a member of its Board of Directors. See “Directors’ Compensation” above.
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, and Valvano, 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 and Valvano 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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Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
During fiscal 2024, we granted 16,000,000 stock options or similar awards as part of our equity compensation program. When granting equity awards, we do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards.
Item 12. Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters
The following table sets forth certain information, as of March 20, 2025, 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 1,859,231,786 shares of common stock outstanding as of March 20, 2025. Except as otherwise indicated, each stockholder listed below has sole voting and investment power over the shares beneficially owned:
| Name and Address of Beneficial Owner (1) | Amount and Nature of Beneficial Ownership | Percent of Class (2) | ||||||
| Principal Stockholders: | ||||||||
DBR Capital, LLC (3) 1645 Kecks Road Breinigsville, PA 18031 | 471,428,572 | 20.23 | % | |||||
MPower Trading Systems, LLC (4) 521 W Lancaster Ave. Haverford, PA 19041 | 565,000,000 | 23.31 | % | |||||
Brian McMullen (5) 5348 Vegas Drive #1342 Las Vegas NV 89108 | 290,000,000 | 15.60 | % | |||||
Joseph Hagan (6) 745 Hope Road Eatontown NY 07724 | 203,981,945 | 10.97 | % | |||||
| Directors and Officers: | ||||||||
| David B. Rothrock, Chairman (7) | 1,115,811,903 | 37.65 | % | |||||
| Victor M. Oviedo, CEO and Director (8) | 40,020,000 | 2.11 | % | |||||
| James R. Bell, President, COO, and Director (9) | 92,820,000 | 4.78 | % | |||||
| Ralph R. Valvano, CFO (10) | 22,500,000 | 1.20 | % | |||||
| Jayme L. McWidener, CAO (11) | 13,333,334 | * | ||||||
| All Officers and Directors as a group (5 persons) (7)(8)(9)(10)(11) | 1,284,485,237 | 41.32 | % | |||||
| * | 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 1,859,231,786 shares of common stock outstanding as of March 20, 2025, 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) | Reflects 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. |
| (5) | Brian McMullen beneficially owns 90,000,000 shares through an entity he controls, plus 200,000,000 shares owned personally. |
| (6) | Joseph Hagan owns 199,683,274 shares through two entities he controls, plus 4,298,671 shares owned personally. |
| (7) | 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 67,916,665 shares. |
| (8) | Includes vested options to purchase 40,020,000 shares. |
| (9) | Includes 10,320,000 shares and vested options to purchase 82,500,000 shares. |
| (10) | Includes vested options to purchase 22,500,000 shares. |
| (11) | 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.
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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 381,205,961 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.
Equity Compensation Plans
The following table summarizes the equity compensation plans under which our securities may be issued as of December 31, 2024:
| Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)) | ||||||||||
| Plan Category | (a) | (b) | (c) | |||||||||
| Equity compensation plans approved by security holders | — | — | — | |||||||||
| Equity compensation plans not approved by security holders | 351,416,665 | 0.05 | 248,583,335 | |||||||||
Item 13. Certain Relationships and Related Transactions, and Director Independence
Convertible Note Financing Arrangements 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. Pursuant to the Securities Purchase Agreement, which was subsequently amended and restated on November 9, 2020, between April 27 and November 9, 2020, we received aggregate proceeds of $3,300,000 from DBR Capital and entered into three convertible promissory notes in support thereof. Each note is secured by collateral of the Company and its subsidiaries. The notes bear interest at rates between 20% and 38.5% per annum, payable monthly, with the principal for each note due and payable on April 27, 2030. Each note is 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. During the years ended December 31, 2024 and December 31, 2023 we made aggregate payments of interest to DBR Capital in the amounts of $900,516 and $900,516, respectively.
In addition, the Securities Purchase Agreement, as amended, under which the first three loans were issued, gave DBR Capital the right to lend to the Company up to an additional $7.7 million, on substantially the same terms as the prior loans, through December 31, 2024. On or about February 28, 2025, the Company and DBR Capital entered into an amendment to the Securities Purchase Agreement (the “Amendment”), pursuant to which DBR Capital has been given until August 31, 2025 to lend to the Company a minimum of $2.0 million, and until December 31, 2026 to lend to the Company the balance of up to $5.7 million. The Amendment also substantially reduces the interest rate for the first $2 million that may be advanced by DBR Capital from 38.5% to 18.75% per annum, and further substantially reduces the interest rate to 10% per annum (also from 38.5%) for any amounts loaned in excess of $2 million. Funding of the additional loan amounts remain at the sole discretion of DBR Capital as the Company has no right to call the loan amounts. In electing to enter into the Amendment, which was approved by the disinterested members of our board of directors, we took into consideration, among other things, the avoidance of additional interest charges under the current lending arrangement that we would have been caused to incur in the immediate term were DBR Capital to have put the additional loans to the Company during December 2024, as well as our need for expansion capital in the future.
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Messrs. Rothrock and Bell were appointed as DBR Capital’s designees to our Board of Directors pursuant to the April 2020 Securities Purchase Agreement. The Securities Purchase Agreement and related transaction documents, as amended in November 2020, among other things, expanded our Board of Directors to seven members, leaving two seats vacant, and granted DBR Capital the right to fill those vacancies and remove directors in the event of default under the transaction documents.
Separation, Stock Purchase, and Release Agreements with Two Former Officers and Directors
On September 29, 2023, we closed on the purchase in a private transaction of shares of our common stock under the terms of a Stock Purchase and Release Agreement, dated September 18, 2023 (the “2023 Agreement”). Under the 2023 Agreement, the Company purchased for surrender in a series of private transactions, an aggregate of 302,919,223 shares of the Company’s common stock (the “2023 Purchased Shares”) from sellers consisting of Mario Romano and Annette Raynor, two of the Company’s founders and former members of management and the Board of Directors, and a series of their family members and related entities (collectively, the 2023 “Sellers”). The 2023 Purchased Shares were purchased for aggregate consideration of $2,922,380, equating to a price of $0.00964739 per share, representing a discount of approximately 52.5% to the average market price at the time of the closing. One-eighth of the purchase price was paid within seven (7) days of the closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter.
In addition to the cash consideration for the 2023 Purchased Shares, the Company also agreed to cover a limited amount of the legal fees incurred by the 2023 Sellers in the transaction, as well as provide Mr. Romano and Ms. Raynor with a $250,000 expense allowance, payable in installments, to cover legal fees and other expenses on a non-accountable basis, in connection with any matters that may arise in which either or both of Mr. Romano and/or Ms. Raynor served as officers and directors of the Company. In return, Mr. Romano and Ms. Raynor agreed to waive any future entitlement, if at all, to indemnification of costs and expenses, including legal fees under Nevada law or otherwise arising from or relating to any period in which Romano or Raynor were officers and directors of the Company.
The consideration paid for the Purchased Shares of $2,922,380 plus the $250,000 expense allowance was allocated to the share purchase for a total of $3,172,380.
Purchase of Company Shares in a Private Transaction
On February 7, 2024, we closed on the purchase in a private transaction of shares of our common stock under the terms of a Stock Purchase and Release Agreement, dated February 6, 2024 (the “2024 Agreement”). Under the 2024 Agreement, the Company repurchased for surrender and cancellation a total of 472,374,710 shares of the Company’s common stock (the “2024 Purchased Shares”) from Ryan Smith and Chad Miller and certain of their respective affiliates and family members (collectively, the “2024 Sellers”). The 2024 Purchased Shares were purchased for an aggregate purchase price of $3,571,146, representing a price of $0.007559985 per share, representing a discount of approximately 57.6% to the average market price at the time of the closing. One-eighth of the purchase price was paid within seven (7) days of the closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter.
Director Independence
Our common stock is currently quoted on the OTCQB maintained by OTC Markets. The OTCQB does not require us to have independent members of our Board of Directors. Accordingly, we do not identify the members of our board of directors as independent.
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, 2024 | Year Ended December 31, 2023 | |||||||
| Audit Fees | $ | 187,500 | $ | 165,000 | ||||
| Audit Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total | $ | 187,500 | $ | 165,000 | ||||
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.
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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.
Item 15. Exhibits and Financial Statement Schedules
Financial Statements
Our consolidated financial statements are included in “Part II, Item 8. Financial Statements and Supplementary Data.”
Financial Statement Schedules
All financial statement schedules are omitted because they are inapplicable since we are a smaller reporting company.
Exhibits
The exhibits being filed or furnished with this report are listed below, along with an indication as to each management contract or compensatory plan or arrangement.
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 10-SB filed August 12, 1999 | ||
| 3.02 | Articles of Amendments to the Articles of Incorporation | Incorporated by reference to the Form 10-SB filed August 12, 1999 | ||
| 3.03 | Bylaws | Incorporated by reference to the Form 10-SB filed August 12, 1999 | ||
| 3.04 | Certificate of Change filed pursuant to NRS 78.209 | Incorporated by reference to the Current Report on Form 8-K filed April 6, 2012 |
| 43 |
Exhibit Number* |
Title of Document | Location | ||
| 3.05 | 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 | ||
| 3.06 | Certificate of Amendment to Articles of Incorporation | Incorporated by reference to the Annual Report on Form 10-K filed March 29, 2024 | ||
| 3.07 | Certificate of Amendment to Articles of Incorporation | Incorporated by reference to the Annual Report on Form 10-K filed March 29, 2024 | ||
| 3.08 | Certificate of Amendment to the Bylaws | Incorporated by reference to the Current Report on Form 8-K filed April 30, 2020 | ||
| 3.09 | Certificate of Designation of 13% Series B Cumulative Redeemable Perpetual Preferred Stock | Incorporated by reference to the Form S-1/A Registration Statement filed with the SEC on March 3, 2020. | ||
| 3.10 | Certificate of Amendment of Certificate of Designation of Designation of 13% Series B Cumulative Redeemable Perpetual Preferred Stock, dated May 12, 2020 | Incorporated by reference to the POS AM as filed with the SEC on June 2, 2020. | ||
| 3.11 | Certificate of Amendment of Certificate of Designation of Designation of 13% Series B Cumulative Redeemable Perpetual Preferred Stock, dated November 23, 2020 | Incorporated by reference to the POS AM as filed with the SEC on December 17, 2020. | ||
| 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 | ||
| 4.02 | Description of Securities | This filing | ||
| Item 10 | Material Contracts | |||
| 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 | ||
| 10.57 | 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. | ||
| 10.63.1 | Securities Purchase Agreement between Investview, Inc., and DBR Capital, LLC dated as of April 27, 2020 | Incorporated by reference to the Current Report on Form 8-K filed on April 30, 2020 | ||
| 10.63.2 | Voting Rights Agreement between certain Investview, Inc. stockholders and DBR Capital, LLC dated as of April 27, 2020 | Incorporated by reference to the Current Report on Form 8-K filed on April 30, 2020 | ||
| 10.63.3 | Lock-up Agreement between certain Investview, Inc., stockholders and DBR Capital, LLC dated as of April 27, 2020 | Incorporated by reference to the Current Report on Form 8-K filed on April 30, 2020 |
| 44 |
Exhibit Number* |
Title of Document | Location | ||
| 10.63.4 | Investor Rights Agreement between Investview, Inc., and DBR Capital, LLC dated as of April 27, 2020 | Incorporated by reference to the Current Report on Form 8-K filed on April 30, 2020 | ||
| 10.63.5 | Convertible Secured Promissory Note by Investview, Inc., and DBR Capital, LLC dated as of April 27, 2020 | Incorporated by reference to the Current Report on Form 8-K 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 | ||
| 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 |
| 45 |
| 46 |
| 47 |
Exhibit Number* |
Title of Document | Location | ||
| 10.101† | Indemnification Agreement between Investview, Inc., and Victor M. Oviedo, dated as of February 10, 2022 | Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022 | ||
| 10.102 | Victor M. Oviedo Joinder to Lock-Up Agreement dated March 22, 2021 | Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022 | ||
| 10.103† | Employment Agreement between Investview, Inc., and James R. Bell, dated as of February 22, 2022 | Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022 | ||
| 10.104† | Employment Agreement between Investview, Inc., and Myles Gill, dated as of February 21, 2022 | Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022 | ||
| 10.105 | Myles Gill Joinder to Lock-Up Agreement dated March 22, 2021 | Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022 | ||
| 10.106† | Form of Executive Indemnification Agreement in Use as of February 2022 | Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022 | ||
| 10.107† | Investview, Inc., 2022 Incentive Plan | Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022 | ||
| 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 |
| 48 |
Exhibit Number* |
Title of Document | Location | ||
| 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 | ||
| 10.124 | Stock Purchase and Release Agreement dated September 18, 2023 | Incorporated by reference to the Current Report on Form 8-K filed on October 4, 2023 | ||
| 10.125 | Stock Purchase and Release Agreement dated February 6, 2024 | Incorporated by reference to the Current Report on Form 8-K filed on February 9, 2024 | ||
| 10.126 | Fifth Amendment to Amended and Restated Securities Purchase Agreement between Investview, Inc. and DBR Capital, LLC, dated as of February 28, 2025 | Incorporated by reference to the Current Report on Form 8-K filed on March 4, 2025 | ||
| 10.127 | Separation Agreement and General Release by and between Investview, Inc. and Myles P. Gill, dated as of August 19, 2024 | This filing. | ||
| 10.128 | First Amendment to Amended and Restated Securities Purchase Agreement between Investview, Inc. and DBR Capital, LLC dated as of November 9, 2020 | Incorporated by reference to the Current Report on Form 8-K filed on March 26, 2021 | ||
| Item 14 | Code of Ethics | |||
| 14.01 | Code of Ethics | This filing. | ||
| Item 19 | Insider Trading Policies and Procedures | |||
| 19.01 | Insider Trading Policy | This filing. | ||
| Item 21 | Subsidiaries of the Registrant | |||
| 21.01 | Schedule of Subsidiaries | This filing. |
| 49 |
Exhibit Number* |
Title of Document | Location | ||
| Item 23 | Consents of Experts and Counsel | |||
| 23.01 | Consent of M&K CPAs | This filing. | ||
| Item 24 | Power of Attorney | |||
| 24.01 | Power of Attorney | This filing – included on signature page. | ||
| 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 97 | Policy Relating to Recovery of Erroneously Awarded Compensation | |||
| 97.01 | Clawback Policy | This filing. | ||
| Item 101 | Interactive Data Files*** | |||
| 101.INS | XBRL Instance Document | This filing. | ||
| 101.SCH | XBRL Taxonomy Extension Schema | This filing. | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | This filing. | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | This filing. | ||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | This filing. | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | This filing. | ||
| Item 104 | Cover Page Interactive Data File | |||
| Cover Page Interactive Data File (formatted as Inline XBRL and continued in Exhibit 101). | This filing. |
| † | Indicates a management contract or compensatory plan. |
| * | 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.
| 50 |
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 28, 2025 | By: | /s/ Victor M. Oviedo |
| Victor M. Oviedo | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Dated: March 28, 2025 | By: | /s/ Ralph R. Valvano |
| Ralph R. Valvano | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Accounting Officer) | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Victor M. Oviedo and Ralph R. Valvano, or either of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and any documents related to this report and filed pursuant to the Securities Exchange Act of 1934, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.
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 28, 2025 | ||
| Victor M. Oviedo | (Principal Executive Officer) | |||
| /s/ Ralph R. Valvano | Chief Financial Officer | March 28, 2025 | ||
| Ralph R. Valvano | (Principal Financial and Accounting Officer) | |||
| /s/ James Bell | President, Chief Operating Officer | March 28, 2025 | ||
| James Bell | and Director | |||
| /s/ David B. Rothrock | Chairman | March 28, 2025 | ||
| David B. Rothrock |
| 51 |
DECEMBER 31, 2024 AND 2023
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
Shareholders 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, 2024 and 2023, and the related consolidated statements of operations and other comprehensive income (loss), stockholders’ equity (deficit), and cash flows for the years ended and the related notes to the consolidated financial statements. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the year ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. 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 audit 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 consolidated 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 audit, 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 audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was 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 matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition
The Company generates revenues from the mining of Bitcoin that requires significant judgements with regard to how the revenues are recognized. As discussed in the notes to the financial statements, management’s estimate of the consideration received and recognized from its cryptocurrency mining activities is considered variable.
Given the intricate technological considerations and complexities inherent in cryptocurrency transactions, the assessment of mining revenues requires a nuanced understanding of cryptocurrency technology, transaction processes, verification procedures, and valuation methodologies. As such, Auditing management’s evaluation of the accounting for mining revenues recognized involved significant judgement and subjectivity due to technological considerations and complexity of cryptocurrency transactions.
We evaluated the appropriateness and accuracy of management’s assessment in relation to our understanding of cryptocurrency technology, evaluation of transaction processes, verification of transactions, and assessment of valuation methods.
/s/
We have served as the Company’s auditor since 2021.
March 28, 2025
| F-2 |
INVESTVIEW, INC.
CONSOLIDATED BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash, current | ||||||||
| Prepaid assets | ||||||||
| Deposits, current | ||||||||
| Receivables | ||||||||
| Inventory | ||||||||
| Income tax paid in advance | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Fixed assets, net | ||||||||
| Other assets: | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use asset | ||||||||
| Deposits | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Payroll liabilities | ||||||||
| Income tax payable | ||||||||
| 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 | ||||||||
| Accrued liabilities, 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, 2024 and December 31, 2023, respectively | ||||||||
| Common stock, par value $; shares authorized; and shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ( | ) | ||||
| Accumulated noncontrolling interest | ||||||||
| 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 | Year Ended | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Revenue: | ||||||||
| Membership revenue, net of refunds, incentives, credits, and chargebacks | $ | $ | ||||||
| Mining revenue | ||||||||
| Health and wellness product sales | ||||||||
| Cryptocurrency revenue | ||||||||
| Mining equipment repair revenue | ||||||||
| Other revenue | ||||||||
| Total revenue, net | ||||||||
| Operating costs and expenses: | ||||||||
| Cost of sales and service | ||||||||
| Commissions | ||||||||
| Selling and marketing | ||||||||
| Salary and related | ||||||||
| Professional fees | ||||||||
| Impairment expense | ||||||||
| Loss (gain) on disposal of assets | ||||||||
| General and administrative | ||||||||
| Total operating costs and expenses | ||||||||
| Net income (loss) from operations | ||||||||
| Other income (expense): | ||||||||
| Loss on Settlement | ( | ) | ||||||
| Gain (loss) on fair value of derivative liability | ||||||||
| Realized gain (loss) on cryptocurrency | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest expense, related parties | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Total other income (expense) | ||||||||
| Income (loss) before income taxes | ||||||||
| Income tax expense | ( | ) | ( | ) | ||||
| Net income (loss) | ||||||||
| Net income (loss) attributable to noncontrolling interest | ( | ) | ||||||
| Net income (loss) attributable to Investview, Inc. | ||||||||
| Dividends on Preferred Stock | ( | ) | ( | ) | ||||
| Net 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)
| Accumulated | ||||||||||||||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid in | Comprehensive | Accumulated | Noncontrolling | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income (Loss) | Deficit | Interest | Total | ||||||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Common stock issued for services and other stock-based compensation | - | - | ||||||||||||||||||||||||||||||||||
| Warrant Exercise | - | |||||||||||||||||||||||||||||||||||
| Derivative liability extinguished with warrant exercise | - | - | ||||||||||||||||||||||||||||||||||
| Common stock repurchased from related parties and canceled | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Dividends | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net income (loss) | - | - | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Common stock issued for services and other stock-based compensation | - | - | ||||||||||||||||||||||||||||||||||
| Common stock repurchased from related parties and canceled | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Common stock canceled | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Recognition of noncontrolling interest in acquisition | - | - | ||||||||||||||||||||||||||||||||||
| Dividends | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Net income (loss) | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
INVESTVIEW INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended | Year Ended | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| 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 other stock-based compensation | ||||||||
| Lease cost, net of repayment | ( | ) | ||||||
| (Gain) loss on disposal of assets | ||||||||
| Loss on fair value of derivative liability | ( | ) | ( | ) | ||||
| Realized (gain) loss on cryptocurrency | ( | ) | ( | ) | ||||
| 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 acquired in acquisition | ||||||||
| Cash paid for purchase of Renu | ( | ) | ||||||
| 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: | ||||||||
| Repayments for related party debt | ( | ) | ( | ) | ||||
| Repayments for debt | ( | ) | ( | ) | ||||
| Payments for shares repurchased from related parties | ( | ) | ( | ) | ||||
| Dividends paid | ( | ) | ( | ) | ||||
| 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: | ||||||||
| Common stock repurchased for payables | $ | $ | ||||||
| Application of deposit to payables | $ | $ | ||||||
| Dividends declared | $ | $ | ||||||
| Recognition of lease liability and ROU asset at lease commencement | $ | $ | ||||||
| Debt extinguished in exchange for cryptocurrency | $ | $ | ||||||
| Dividends paid with cryptocurrency | $ | $ | ||||||
| Common stock cancelled | $ | $ | ||||||
| Cryptocurrency received from sale of fixed assets | $ | $ | ||||||
| Derivative liability extinguished with warrant exercise | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
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
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 diversified financial technology services company offering multiple business units across key sectors, including a financial education division offering tools, products and content through a global network of independent distributors; a manufacturing division focused on proprietary over-the-counter aesthetics, health, nutrition and cognitive wellness products for wholesale and retail markets, with strategic plans for global expansion: an early-stage online trading platform that intends to offer self-directed retail brokerage services; and a business unit that owns and operates a sustainable blockchain business focused on bitcoin mining.
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.
Principles of Consolidation
The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries: iGenius, LLC, SAFETek, LLC, Investview Financial Group Holdings, LLC, Opencash Finance, Inc., Opencash Securities, LLC, Investview MTS, LLC, myLife Wellness Company, Renu Laboratories LLC, and Goldman’s Pharmaceuticals LLC. The Company also owns 50% of ELRT Technologies, LLC, which has been included in the consolidated financial statements and the Company has recorded a noncontrolling interest for the 50% interest that it does not own. All intercompany transactions and balances have been eliminated in consolidation.
| F-7 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Operating Segments
Operating segments are defined as components of an entity for which separate financial information is available that is regularly reviewed by the chief operating decision maker (“CODM”). The CODM is composed of several members of its executive management team, including the CEO, President and COO and the CFO. The CODM uses segment net income from operations to assess the performance of, manage the operations of, and allocate capital and operational resources to the Company’s three reportable segments.
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.
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, 2024 and 2023, we had
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, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash, current | ||||||||
| 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 and funds required to be held in an account as collateral for business charges on our Company credit card.
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.
| F-8 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Receivables were made up of the following as of each balance sheet date:
SCHEDULE OF RECEIVABLES
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Due from merchant processors | $ | $ | ||||||
| Held in reserve by merchant processors for future returns and chargebacks [1] | ||||||||
| Due from payout service providers | ||||||||
| Accounts and other receivables | ||||||||
| Receivable, gross | ||||||||
| Allowance for doubtful accounts | ( | ) | ||||||
| Receivables | $ | $ | ||||||
| [1] |
Fixed Assets
Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Expenditures for maintenance and repairs, which do not extend the useful lives of the related assets are expensed as incurred.
Fixed assets were made up of the following at each balance sheet date:
SCHEDULE OF FIXED ASSETS
| Estimated | ||||||||||
| Useful | ||||||||||
| Life | December 31, | December 31, | ||||||||
| (years) | 2024 | 2023 | ||||||||
| Furniture, fixtures, and equipment | $ | $ | ||||||||
| Computer equipment | ||||||||||
| Data processing equipment | ||||||||||
| Manufacturing equipment | ||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||
| Net book value | $ | $ | ||||||||
Total
depreciation expense for the years ended December 31, 2024 and 2023, 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, which 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, 2024 and December 31, 2023, were $
| F-9 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Impairment of Long-Lived Assets
We account for the impairment of our long-lived assets in accordance with ASC Subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.
We evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.
During
the year ended December 31, 2024, data processing equipment which is our bitcoin miners were impaired $
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, 2024 and 2023, 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, 2024:
SCHEDULE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Total Assets | $ | $ | $ | $ | ||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
| Total Liabilities | $ | $ | $ | $ | ||||||||||||
| F-10 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
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, 2023:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Total Assets | $ | $ | $ | $ | ||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
| Total Liabilities | $ | $ | $ | $ | ||||||||||||
Revenue Recognition
Membership Revenue
Most
of our revenue is generated by membership sales and payment is received at the time of purchase. We recognize membership revenue in accordance
with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy
the performance obligation specified in each contract. Our performance obligation is to provide our tools, products, and content over
a fixed membership period; therefore, we recognize revenue ratably over the membership period and deferred revenue is recorded for the
portion of the membership period subsequent to each reporting date. Additionally, we offer a designated trial period to first-time membership
customers, during which a full refund can be requested if a customer does not wish to continue with the membership. Revenues are deferred
during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives,
credits, and known and estimated credit card chargebacks. As of December 31, 2024 and 2023, our deferred revenues for membership revenue
were $
Mining Revenue
We generate revenue from mining bitcoin. The Company has entered into a digital asset mining pool by executing a contract, as amended from time to time, with the mining pool operator to provide computing power to the mining pool. The contract is terminable at any time by either party without penalty. Further, since the contract is continuously renewing, second by second, the mining contract is considered to have a duration of less than 24 hours for accounting purposes. The Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, we are entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which calculates our share of block rewards, transaction fees, and mining pool operator fees. We are entitled to consideration even if a block is not successfully placed by the mining pool operator.
Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with the mining pool operator. The transaction consideration the Company receives is net of a contractually agreed upon mining pool operator fee charged and kept by the mining pool operator and is noncash, in the form of Bitcoin. Given that the contract is continuously renewing, and the duration is considered to be less than 24 hours, the Company measures the transaction consideration at fair value on the date Bitcoin is received. The consideration is variable. The amount of consideration recognized is constrained to the amount of consideration received, which is when it is probable a significant reversal will not occur. There is no significant financing component or risk of a significant revenue reversal in these transactions due to the performance obligations and settlement of the transactions being on a daily basis.
Health and Wellness Product Sales and Other Revenue
Through
our wholly owned subsidiary, Renu Laboratories LLC, we generate revenue by manufacturing and selling health, beauty and wellness products.
We recognize health and wellness product sales revenue in accordance with ASC 606-10. The Company’s performance obligation is complete
when control of the promised goods is transferred to a customer, at which time the Company recognizes revenue in an amount that reflects
the consideration the Company expects to receive in exchange for those goods. The Company terms for the sale are based on free on board
(FOB) shipping point, where the control passes to the customer once the product leaves our warehouse. The Company determines collectability
by requiring certain customers to pay before control is transferred and by performing ongoing credit evaluations and monitoring customer
accounts receivable balances. As of December 31, 2024, deposits collected from customers for orders to be filled at a future date were
$
Shipping and direct costs charged to customers, along with fees collected from customers for storing their products in our warehouse facility located in Warminster, Pennsylvania are included in revenue as Other Revenue. Shipping and direct costs incurred by the Company are included in Cost of Sales and Service.
| F-11 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Cryptocurrency Revenue
During 2023, we generated revenue from the sale of cryptocurrency packages to our customers through an arrangement with a third-party supplier. The various packages included different amounts of coin with differing rates of returns and terms. The coin is delivered by a third-party supplier. The sale of cryptocurrency packages was discontinued during the year ended December 31, 2023.
During 2023, we recognized 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 was to arrange for the third-parties to provide coin and protection (if applicable) to our customers and payment was received from our customers at the time of order placement. All customers were given two weeks to request a refund, therefore we would record a customer advance on our balance sheet upon receipt of payment. After the two weeks have passed from order placement, we request our third-party supplier to deliver coin and protection (if applicable), at which time we recognize revenue and the amounts due to our supplier on our books.
During 2024, we generated revenue from the sale of cryptocurrency packages.
Mining Equipment Repair Revenue
Through our wholly owned subsidiary, SAFETek, LLC, prior to June 30, 2023, we repaired broken mining equipment for sale to third-party customers. Our mining equipment repair business was discontinued during the quarter ended June 30, 2023.
Prior to June 30, 2023, we recognized miner repair revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation was to deliver the promised goods to our customers.
Revenue generated for the year ended December 31, 2024
Revenue generated for the year ended December 31, 2024, was as follows:
SCHEDULE OF REVENUE GENERATED
| Membership
revenue | Mining revenue | Health and wellness product sales | Other Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | $ | $ | $ | $ | |||||||||||||||
| Refunds, incentives, credits, and chargebacks | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Amounts paid to supplier | ||||||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | |||||||||||||||
Foreign
revenues for the year ended December 31, 2024 were approximately $
Revenue generated for the year ended December 31, 2024
Revenue generated for the year ended December 31, 2023, was as follows:
| Membership
Revenue | Cryptocurrency Revenue | Mining Revenue | Miner Repair Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | $ | $ | $ | $ | |||||||||||||||
| Refunds, incentives, credits, and chargebacks | ( | ) | ( | ) | ||||||||||||||||
| Amounts paid to supplier | ( | ) | ( | ) | ||||||||||||||||
| Net revenue | $ | $ | $ | $ | $ | |||||||||||||||
Foreign
revenues for the year ended December 31, 2023 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, 2024 and
2023, totaled $
| F-12 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
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 membership customers, hosting and electricity fees that we pay to vendors to set up our mining equipment at third-party sites
in order to generate mining revenue, and the raw material and manufacturing costs of our health and wellness product sales. Costs of
sales and services for the year ended December 31, 2024 and 2023, totaled $
Inventory
As of December 31, 2024, inventory consists of raw materials, work in progress, and finished goods to be sold as part of our health and wellness product sales. Inventory is valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method and is inclusive of any shipping and tax costs.
Due
to the discontinuation of our miner repair business during the quarter ended June 30, 2023, all related inventory was sold. During the
year ended December 31, 2023, we recognized a loss on disposal of assets of $
As
of December 31, 2024 and 2023 the net realizable value of our inventory was $
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.
SCHEDULE OF DILUTED EARNINGS PER SHARE
| December
31, 2024 | December
31, 2023 | |||||||
| Net income | $ | |||||||
| Less: preferred dividends | ( | ) | ( | ) | ||||
| Add: interest expense on convertible debt | ||||||||
| Net income available to common shareholders (numerator) | $ | |||||||
| Basic weighted average number of common shares outstanding | ||||||||
| Dilutive impact of convertible notes | ||||||||
| Dilutive impact of non-voting membership interest | ||||||||
| Diluted weighted average number of common shares outstanding (denominator) | ||||||||
| Diluted income per common share | $ | |||||||
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES
| December
31, 2024 | December
31, 2023 | |||||||
| Options to purchase common stock | ||||||||
| Warrants to purchase common stock | ||||||||
| F-13 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
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
In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The amendments in ASU No. 2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. ASU No. 2023-08 requires a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. The Company has not yet adopted ASU No. 2023-08 and is currently evaluating the impact that the adoption will have on the Company’s financial statement presentation and disclosures.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company did not elect early adoption and is currently evaluating the impact the updated guidance will have on its 2025 disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to enhance reportable segment disclosures by requiring disclosures of significant segment expenses regularly provided to the CODM, requiring disclosure of the title and position of the CODM and explanation of how the reported measures of segment profit and loss are used by the CODM in assessing segment performance and allocation of resources. ASU 2023-07 is effective for the Company for annual periods beginning after December 31, 2023. The Company adopted ASU 2023-07 for the year ended December 31, 2024. As a result of the adoption, the Company added this disclosure in Note 11. Segment Information, to present significant expenses that are included within cost of revenue, by reportable segment, which are presented to the CODM.
In December 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires, in the notes to the financial statements, disclosures of specified information about certain costs and expenses specified in the updated guidance. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company did not elect early adoption and is evaluating the impact the updated guidance will have on its disclosures in 2026.
We have noted no other recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material impact on our financial statements.
| F-14 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
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, 2024, we met our short-and long-term
working capital and capital expenditure requirements. Our net cash provided by operating activities for the year ended December 31, 2024,
was $
NOTE 5 – RELATED PARTY TRANSACTIONS
Related Party Debt
Our related party debt consisted of the following:
SCHEDULE OF RELATED PARTY PAYABLES
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| 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 $ | ||||||||
| Working Capital Promissory Note entered into on 3/22/21 [4] | ||||||||
| Total related-party debt | ||||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Related-party debt, long term | $ | $ | ||||||
| [1] | |
| [2] | |
| [3] | |
| [4] |
| F-15 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
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 $
On February 28, 2025, we and DBR Capital, entered into a Fifth Amendment to the now Amended and Restated Securities Purchase Agreement that extends the deadlines for the fourth and fifth closings under that Agreement from December 31, 2024, to August 31, 2025 and December 31, 2026, respectively. 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.
Other Related Party Arrangements
On
September 29, 2023, we closed on the purchase in a private transaction of shares of our common stock under the terms of a Stock Purchase
and Release Agreement dated September 18, 2023 (the “Romano/Raynor Agreement”). Under the Romano/Raynor Agreement, the Company
purchased for surrender in a series of private transactions, an aggregate of shares of the Company’s common stock (the
“Romano/Raynor Purchased Shares”) from sellers consisting of Mario Romano, Annette Raynor, and a series of their family members
and related entities (collectively, the “Sellers”). The Romano/Raynor Purchased Shares were purchased for aggregate consideration
of $
In
addition to the cash consideration for the Purchased Shares, the Company also agreed to cover a limited amount of the legal fees incurred
by the Sellers in the transaction, as well as provide Mr. Romano and Ms. Raynor with a $
The
consideration paid for the Purchased Shares of $
On
February 7, 2024, we closed on the purchase in a private transaction of shares of our common stock under the terms of a Stock Purchase
and Release Agreement dated February 6, 2024 (the “Smith/Miller Agreement”). Under the Smith/Miller Agreement, the Company
purchased for surrender and cancellation a total of shares of the Company’s common stock (the “Smith/Miller Purchased
Shares”) from Ryan Smith and Chad Miller and certain of their respective affiliates and family members. The Smith/Miller Purchased
Shares were purchased for aggregate purchase price of $
The
consideration paid for the Purchased Shares of $
| F-16 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
NOTE 6 – DEBT
Our debt consisted of the following:
SCHEDULE OF DEBT
| December
31, 2024 | December
31, 2023 | |||||||
| 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] |
NOTE 7 – DERIVATIVE LIABILITY
During the year ended December 31, 2024 and 2023, we had the following activity in our derivative liability account:
SCHEDULE OF DERIVATIVE LIABILITY
| Total | ||||
| Derivative liability at December 31, 2022 | $ | |||
| Derivative extinguished with warrant exercise (see NOTE 9) | ( | ) | ||
| Change in fair value | ( | ) | ||
| Derivative liability at December 31, 2023 | ||||
| Change in fair value | ( | ) | ||
| Derivative liability at December 31, 2024 | $ | |||
We use the binomial option pricing model to estimate fair value for those instruments, at inception, at warrant exercise, and at each reporting date. During the years ended December 31, 2024 and 2023, the assumptions used in our binomial option pricing model were in the following range:
SCHEDULE OF ASSUMPTIONS USED IN BINOMINAL OPTION PRICING MODEL
Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||
| Risk free interest rate | % | % | ||||||
| Expected life in years | ||||||||
| Expected volatility | % | % | ||||||
NOTE 8 – OPERATING LEASES
In July 2021, we entered an operating lease for office space in Wyckoff, New Jersey (the “Wyckoff Lease”), and in September 2021 we assumed an operating lease for office space in Haverford, Pennsylvania (the “Haverford Lease”) in connection with the MPower acquisition. This facility now serves as the headquarters of the company. In November 2024, we entered an operating lease for office, warehouse, and manufacturing space in Warminster, Pennsylvania (“the “Warminster Lease”) and in December 2024, we entered an operating lease for warehouse space in Ivyland, Pennsylvania (the “Ivyland Lease”). The Warminster Lease and the Ivyland Lease were entered for use by our newly formed subsidiary Renu Laboratories LLC.
| F-17 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
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 $
At
commencement of the Warminster Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $
At
commencement of the Ivyland Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $
Operating
lease expense was $
Future minimum lease payments under non-cancellable leases as of December 31, 2024, were as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES
| 2025 | $ | |||
| 2026 | ||||
| Total | ||||
| Less: Interest | ( | ) | ||
| Present value of lease liability | ||||
| Operating lease liability, current [1] | ( | ) | ||
| Operating lease liability, long term | $ |
| [1] |
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 an offering to sell a total of units at $ per unit (“Unit Offering”),
with each unit consisting of:
As of December 31, 2024 and 2023, we had shares of preferred stock issued and outstanding.
| F-18 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Preferred Stock Dividends
During
the year ended December 31, 2024, we recorded $
During
the year ended December 31, 2023, we recorded $
Common Stock Transactions
During
the year ended December 31, 2024, we repurchased shares from two of the original founders of the Company and a series of
their family members and related entities in exchange for cash of $
During
the year ended December 31, 2023, we issued shares of common stock as a result of warrants exercised, resulting in proceeds of $
As of December 31, 2024 and 2023, we had and shares of common stock issued and outstanding, respectively.
Options
The 2022 Incentive Plan authorizes a variety of incentive awards consisting of stock options, restricted stock, restricted stock units, and reserves for issuance up to shares of the Company’s common stock.
During the year ended December 31, 2024, we issued stock options as part of the acquisition of Opencash Finance, Inc., stock options as part of a compensation package offered to a new officer of the Company, and stock options as part of the purchase of the business and assets of Renu Laboratories, Inc. The options vest in equal amounts over a -year period, at an exercise price of $ per share, with a seven-year life. We utilized the Black Scholes Model to value these options, and the expense related to these options is being recognized over the vesting term. Also, during the year ended December 31, 2024, we cancelled unvested options and vested options expired upon the resignation of an officer of the Company.
SCHEDULE OF OPTIONS ACTIVITY
| Weighted | ||||||||||||
| Average | ||||||||||||
| Weighted | Grant-Date | |||||||||||
| Number of | Average | Per Share | ||||||||||
| Options | Exercise Price | Fair Value | ||||||||||
| Options outstanding at December 31, 2023 | $ | $ | ||||||||||
| Granted | $ | $ | ||||||||||
| Canceled/Expired | ( | ) | $ | $ | ||||||||
| Exercised | $ | $ | - | |||||||||
| Options outstanding at December 31, 2024 | $ | $ | ||||||||||
SCHEDULE OF OPTIONS OUTSTANDING
| Options Exercisable | Weighted
Average Exercise Price of Options Exercisable | Weighted
Average Contractual Life of Options Exercisable (Years) | Weighted
Average Contractual Life of Options Outstanding (Years) | |||||||||||
| F-19 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Total
stock compensation expense related to the options for the year ended December 31, 2024 and 2023, was $
Warrants
Transactions involving our warrants are summarized as follows:
SCHEDULE OF WARRANTS ISSUED
| Weighted | ||||||||
| Number of | Average | |||||||
| Shares | Exercise Price | |||||||
| Warrants outstanding at December 31, 2022 | $ | |||||||
| Granted | $ | |||||||
| Canceled/Expired | $ | |||||||
| Exercised | ( | ) | $ | |||||
| Warrants outstanding at December 31, 2023 | $ | |||||||
| Granted | $ | |||||||
| Canceled/Expired | $ | |||||||
| Exercised | $ | |||||||
| Warrants outstanding at December 31, 2024 | $ | |||||||
Details of our warrants outstanding as of December 31, 2024 is as follows:
SCHEDULE OF WARRANTS OUTSTANDING
| Warrants Exercisable | Weighted Average Contractual Life (Years) | |||||
Class B Units of Investview Financial Group Holdings, LLC
As
of December 31, 2024, and December 31, 2023, there were
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Litigation
In
the ordinary course of business, we may be, or have been, involved in legal proceedings. On November 9, 2021, the Company received a
subpoena from the United States Securities and Exchange Commission (“SEC”) for the production of documents. In the subpoena,
the SEC advised that the inquiry did not mean that the SEC concluded that the Company or anyone affiliated with the Company had violated
the federal securities laws or any other law. However, in the course of communications with the SEC throughout the inquiry, the Company
came to believe that the focus of the SEC’s inquiry involved whether the offer and sale of the Company’s now discontinued
Apex sale and leaseback program violated certain federal securities laws. Following a several year review process in which the Company
cooperated fully with the SEC, on January 17, 2025, a settlement was reached with the SEC to resolve the inquiry. As part of the settlement,
the Company entered into a formal SEC Order for which it neither admitted nor denied the factual and legal conclusions asserted, however,
agreed to pay a civil monetary penalty of $
| F-20 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
Historically,
through our wholly-owned subsidiaries Apex Tek, LLC and SAFETek, LLC, we sold high powered data processing equipment, known as the Apex
package, to our customers which was then leased back to us for use in our crypto mining operations. We discontinued sales of the Apex
package in June 2020, principally when COVID-19 created certain supply chain-related limitations on that business. Confronted with these
limitations in the business, we offered the holders of our Apex leases the opportunity to cancel their leases, in exchange for which,
we repurchased substantially all of the data processing equipment (subject to these leases) for approximately $
Included in the Apex sale and leaseback program that was discontinued in 2021, was a “guaranteed assets buy-back product” underwritten, administered and managed by a third-party provider, Total Protection Plus (“TPP”), which was intended to provide customers who participated in the Apex sale and leaseback program with a financial protection program (the “TPP Program”), under which customers, provided they complied with certain TPP required claims procedures, could elect to collect a cash payout in either a five-or-ten year interval after their initial purchase. As part of their sales and marketing materials, TPP represented that they were a purported affiliate of a well-known global insurance brokerage firm that had sufficient capital resources, reserves and liquidity to support any payouts needed to satisfy their obligations under the TPP Program. TPP was paid substantial premiums for the program. In most instances, the premium for the TPP program was included in the package price for the Apex program, at no additional cost to the customer.
Separately,
iGenius members who purchased ndau from the Company through an Oneiro sponsored ndau distribution program, were also given the opportunity
to participate in a TPP Program similar to the program offered to our Apex customers; which in this case was intended to provide customers
who purchased ndau with a financial protection program under which such customers, provided they complied with certain TPP required claims
procedures, could elect to collect a cash payout in either a five- or ten-year interval after their initial purchase. Participation in
this program was also in reliance on sales and marketing materials by which TPP represented that they were a purported affiliate of a
well-known global insurance brokerage firm that had sufficient capital resources, reserves and liquidity to support any pay-outs needed
to satisfy their obligations under the TPP Program. Prior to terminating the distribution of ndau in August 2023, we distributed over
$
During the fourth calendar quarter of 2021, we suspended any further offering of the TPP Program in connection with the sale of ndau after TPP was unable to comply with our vendor compliance protocols, having cited certain offshore confidentiality entitlements by which it was unwilling to provide evidence of its financial support arrangements. That suspension has remained in place as we have been unable to further validate the continued integrity of the TPP Program and the vendor’s ability to honor its commitments to our members; despite the payment of over $6 million to TPP to secure the benefits of the TPP Program. Our level of concern over the viability of the TPP Program has recently increased materially as we have come to learn that: (i) certain of our customers have been unable to reach TPP in order to process claims for their 5-year promised returns; (ii) certain customers have informed us that the TPP website has been inoperative and customers have been unable to process their claims; and (iii) an email communication purportedly from TPP, or an affiliate thereof, has been received by certain of customers in which the sender asserts that the obligations of TPP under the TPP Program were (unbeknownst to us and our customers) purportedly dependent on the financial wherewithal of another heretofore undisclosed TPP affiliate, that the email claims now has no ability to satisfy the commitments originally made by TPP.
To respond to these concerns, and in an effort to advance the interests of our customers, on March 28, 2025, we commenced an action against Total Protection Plus, UIU Holdings LLC, Jason R. Anderson, Jacob S. Anderson, and Schad E. Brannon (collectively, “TPP”), in the Court of Chancery of the State of Delaware captioned Investview et al., v. UIU Holdings, LLC et al., seeking to, among other things, compel TPP to fulfill the commitments that were made to the Company’s customers under the TPP Program.
We cannot ensure that TPP will comply with its contractual commitments to our customers, in which case these customers may not be able to realize the cash payouts promised by TPP, despite the substantial payments made to TPP to secure the benefits of the TPP Program. As the direct responsibility for compliance with the TPP Program resides with TPP; particularly as the program was underwritten, managed and administered by TPP as an independent third-party vendor (and with respect to ndau, the underlying ndau was developed and marketed by an additional third-party vendor), and in recognition of the customers’ acceptance of their participation in the program, we do not believe that we have any legal responsibility to cover any potential claims of customers who participated in the TPP Program. There is, however, a risk that any failure of TPP to perform its obligations to our customers could expose us to commercial claims of dissatisfied customers, regardless of the legal foundation associated therewith. The possible assertion of those claims could have an adverse effect on our business, financial condition, and operating results.
| F-21 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
The
Company’s financial statements as of December 31, 2024, reflect a receivables balance of $
Joseph Cammarata served as an officer and director of the Company from December 2019 through his termination for cause on or about December 7, 2021. Mr. Cammarata was terminated following the announcement of civil and criminal charges filed against him in connection with his involvement with a class action claims aggregator unrelated to the Company. The Company was unaware of these outside business interests. Based on public reporting of the matter, the Company believes that Mr. Cammarata was convicted of certain of these criminal charges and is presently incarcerated.
Prior to his termination, Mr. Cammarata and the Company engaged in certain transactions as described below:
We
issued a promissory note to Mr. Cammarata, which, following certain modifications, on or about March 30, 2021, was restated in the principal
amount of $
On
March 22, 2021, we entered into Securities Purchase Agreements to purchase
| F-22 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
NOTE 11 – SEGMENT REPORTING
The
company has
The segment performance that the CODM uses to measure performance is net income (loss) from operations. The Company does not allocate assets to the reporting segments as its assets are primarily managed on an entity-wide basis and therefore does not disclose the total assets of its reportable operating segments.
For the years ended December 2024 and 2023, there were no intersegment revenues or costs of revenues that needed to be eliminated in the Consolidated Statements of Operations.
The Financial Education and Technology segment generates revenue through membership fees. The Blockchain Technology and Crypto Mining segment generates revenue primarily through its Bitcoin mining operation. The Manufacturing and Development of Health, Beauty and Wellness Products generates revenue primarily through the sale of health and wellness products manufactured to wholesale and retail customers.
The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the year ended December 31, 2024.
SCHEDULE OF SEGMENT REVENUE AND SEGMENT NET INCOME FROM OPERATIONS, INCLUDING SIGNIFICANT EXPENSE
| Financial Education and Technology | Blockchain Technology and Crypto Mining Products and Services | Manufacturing and Development of Health, Beauty and Wellness Products [1] | Total | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Less: | ||||||||||||||||
| Commissions | ||||||||||||||||
| Market experts | ||||||||||||||||
| Credit card processing | ||||||||||||||||
| Salary and related | ||||||||||||||||
| Selling and marketing | ||||||||||||||||
| Energy and hosting | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Impairment expense | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Loss (gain) on disposal of assets | ||||||||||||||||
| General and administrative [2] | ||||||||||||||||
| Segment net income (loss) from operations | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| [1] | |
| [2] |
| F-23 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the year ended December 31, 2023.
| Financial Education and Technology | Blockchain Technology and Crypto Mining Products and Services | Total | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Commissions | ||||||||||||
| Market experts | ||||||||||||
| Credit card processing | ||||||||||||
| Salary and related | ||||||||||||
| Selling and marketing | ||||||||||||
| Energy and hosting | ||||||||||||
| Depreciation | ||||||||||||
| Loss (gain) on disposal of assets | ||||||||||||
| General and administrative [1] | ||||||||||||
| Segment income (loss) from operations | $ | $ | ( | ) | $ | |||||||
| [1] |
The following table illustrates the reconciliation of segment operating income to net income before taxes for the years ended December 31, 2024 and 2023.
SCHEDULE OF RECONCILIATION OF SEGMENT OPERATING INCOME TO NET INCOME BEFORE TAXES
| December 31, 2024 | December 31, 2023 | |||||||
| Segment income from operations | $ | $ | ||||||
| Reconciling items | ||||||||
| Bank interest | ||||||||
| Event ticket sales | ||||||||
| Leasing income | ||||||||
| Gain on winddown of operations [1] | ||||||||
| All other, net | ( | ) | ||||||
| Net income before taxes | $ | $ | ||||||
| [1] |
| F-24 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
NOTE 12 – ACQUISITION
On
October 11, 2024, Renu Laboratories LLC (a wholly owned subsidiary of myLife Wellness Company which is a wholly owned subsidiary of Investview,
Inc.) closed on the purchase of the business and assets of Renu Labs, Inc. (“Seller”), along with a
The transaction was accounted for as a business combination using the acquisition method of accounting in accordance with the ASC Topic 805. The following table summarizes the purchase accounting for the fair value of the assets acquired and liabilities assumed at the date of the acquisition:
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED AT DATE OF ACQUISITION
| Cash | $ | |||
| Customer deposits – intercompany | ||||
| Domain names | ||||
| Raw materials | ||||
| Manufacturing equipment | ||||
| Total assets acquired | $ | |||
| Accounts payable | $ | |||
| Customer deposits | ||||
| Total liabilities assumed | $ | |||
| Net assets acquired | ||||
| Consideration [2] | $ | |||
| Fair value of noncontrolling interest in ELRT Technologies, LLC | ||||
| Total | ||||
| Goodwill | $ |
| [1] | ||
| [2] |
Renu
Laboratories LLC recorded revenue of $
The table below represents the pro forma revenue and net income (loss) for the years ended December 31, 2023 and 2024, assuming the acquisition had occurred on January 1, 2023, pursuant to ASC Subtopic 805-10-50. This pro forma information does not purport to represent what the actual results of our operations would have been had the acquisition occurred on this date nor does it purport to predict the results of operations for future periods.
SCHEDULE OF PROFORMA REVENUE AND NET INCOME LOSS
| December 31, 2024 | December 31, 2023 | |||||||
| Revenue | $ | $ | ||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
| Loss per common share | $ | ) | $ | ) | ||||
| F-25 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
NOTE 13 – 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, 2024 | Year Ended December 31, 2023 | |||||||
| Domestic | $ | $ | ||||||
| Foreign | ||||||||
| Total Income (loss) before income taxes | $ | $ | ||||||
The Company’s tax provision (benefit) as of December 31, 2024 and 2023 is summarized as follows:
SCHEDULE OF TAX PROVISION BENEFIT
| December 31, 2024 | December 31, 2023 | |||||||
| 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, 2024 and 2023:
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES
| December 31, 2024 | December 31, 2023 | |||||||
| Deferred tax assets | ||||||||
| NOL carryover | $ | $ | ||||||
| Amortization | ||||||||
| Other accruals | ||||||||
| Depreciation | ||||||||
| Investment in partnership | ||||||||
| Deferred tax liabilities | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax liability | $ | $ | ||||||
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, 2024 and 2023, due to the following:
SCHEDULE OF INCOME FROM CONTINUING OPERATIONS
Year ended December 31, 2024 | Year ended December 31, 2023 | |||||||
| Income taxes at statutory rate | $ | $ | ||||||
| State taxes – net of federal benefit | ( | ) | ||||||
| Valuation allowance | ||||||||
| Foreign derived intangible income | ( | ) | ( | ) | ||||
| Interest | ||||||||
| Other | ( | ) | ||||||
| Total income tax provision (benefit) | $ | $ | ||||||
| F-26 |
INVESTVIEW, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024 AND 2023
At
December 31, 2024 and December 31, 2023, the Company had federal and state net operating loss carryforwards of approximately $
The
Company will recognize penalties and interest accrued related to unrecognized tax benefits as a component of income taxes. As of December
31, 2024, the Company had $
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 2020 through 2024. Due to net operating loss carryforwards that remain unutilized, such loss carryforwards remain subject to review until utilized.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
SCHEDULE OF UNRECOGNIZED TAX BENEFITS
Year ended December 31, 2024 | Year ended December 31, 2023 | |||||||
| Balance at the beginning of the year | ||||||||
| Increases related to positions taken in prior years | ||||||||
| Balance at the end of the year | $ | $ | ||||||
NOTE 14 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855, Subsequent Events, we have evaluated subsequent events through the date of this filing and have determined that the following events require disclosure.
On
or about February 28, 2025, the Company and DBR Capital entered into an amendment to the Securities Purchase Agreement (the
“Amendment”), approved by the disinterested members of the Company’s Board of Directors. Pursuant to the
Amendment, DBR has been given until August 31,2025 to lend to the Company a minimum of $
On March 6, 2025, the Board of Directors authorized a stock repurchase program that will allow the Company to repurchase up to $ in aggregate value of shares of the Company’s common stock, par value $ per share, through March 6, 2026. As of the date of this filing, shares have been repurchased for $. These shares are being held by the Company in Treasury.
| F-27 |
Exhibit 4.02
INVESTVIEW, INC.
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934
The following is a summary of information concerning the capital stock of Investview, Inc., a Nevada corporation (the “Company,” “we,” “us” and “our”). The summaries and descriptions below do not purport to be complete and are subject to and qualified in their entirety by reference to our Articles of Incorporation, as amended (our “Charter”), our Bylaws as amended (our “Bylaws”), our Certificate of Designation of 13% Series B Cumulative Redeemable Perpetual Preferred Stock, as amended (our “Certificate of Designation”), and our Common Stock Purchase Warrant (“Warrant”), which are filed as exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and are incorporated by reference herein. We encourage you to read our Charter, our Bylaws, our Certificate of Designation, our Warrant and the applicable provisions of the Nevada Revised Statutes (“NRS”) for additional information.
General
Our Charter authorizes us to issue 10,050,000,000 shares of capital stock, consisting of 10,000,000,000 shares of common stock, par value $0.001 (“common stock”), and 50,000,000,000 shares of preferred stock, par value $0.001 (“preferred stock”).
Common Stock
As of March 20, 2025, we had 1,859,231,786 shares of common stock issued and outstanding.
Voting Rights
The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors, and do not have cumulative voting rights.
Dividends
Holders of shares of our common stock are entitled to share pro rata in dividends and distributions 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. Other than payment of a dividend of $3.25 per annum, paid quarterly, on our Series B preferred stock, we intend to retain earnings, if any, to finance the development and expansion of our business. In addition, we and our subsidiaries are subject to certain restrictions on declaring dividends under our existing Convertible Note Financing Arrangements with DBR Capital, LLC and the Certificate of Designation of our Series B Preferred Stock. Future dividend policy is subject to the discretion of our 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.
Liquidation
Subject to any preferential rights of any then outstanding preferred stock, in the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in the assets remaining after payment of liabilities and the liquidation preferences of any then outstanding preferred stock.
Rights and Preferences
Our common stock does not carry any preemptive rights enabling a holder to subscribe for, or receive shares of, any class of our common stock or any other securities convertible into shares of any class of our common stock, or any redemption rights. Our common stock also does not have any conversion rights, and there are no sinking fund provisions applicable to our common stock.
Stock Exchange Listing
Our common stock is quoted on the OTCQB under the symbol “INVU.”
Units
During the year ended March 31, 2021, we commenced an offering to sell a total of 2,000,000 units at $25 per unit (“Unit Offering”), with each unit consisting of: (i) one share of our Series B preferred stock (as hereinafter defined) and (ii) five warrants each exercisable to purchase one share of common stock at an exercise price of $0.10 per warrant share (each, a “Warrant”). The Unit Offering was completed on or about August 17, 2021, having resulted in the public offer and sale of 252,192 Units. The shares of Series B preferred stock and the Warrants comprising the Units were immediately separable upon issuance and were issued separately upon the closing of the Unit Offering.
Preferred Stock
We are authorized to issue 50,000,000 shares of preferred stock, $0.001 par value per share, of which 2,000,000 have been designated “13% Series B Preferred Cumulative Redeemable Perpetual Preferred Stock” (“Series B preferred stock”). As of March 20, 2025, we had 252,192 shares of Series B preferred stock issued and outstanding.
The Series B preferred stock has a stated value of $25 per share. The Series B preferred stock is not convertible into our common stock and earns cumulative dividends at a fixed rate of 13% per annum of the stated value, equal to $3.25 per annum per share. The Series B Preferred has no stated maturity and will not be subject to any sinking fund or mandatory redemption. The Series B preferred stock is redeemable at our option or upon certain change of control events.
The Series B preferred stock ranks, with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up, senior to all classes or series of our common stock and to all other equity securities issued by us other than equity securities on a parity with all equity securities issued by us with terms specifically providing that those equity securities rank on a parity with the Series B preferred stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up; junior to all equity securities issued by us with terms specifically providing that those equity securities rank senior to the Series B preferred stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up, including any other series of preferred stock; and effectively junior to all of our existing and future indebtedness (including indebtedness convertible into our common stock or preferred stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) our existing subsidiaries and any future subsidiaries.
Holders of Series B preferred stock have no voting rights except for the limited instance where the Series B Preferred may vote, which is with respect to any amendments to our Series B Preferred Certificate of Designation that materially and adversely affect the rights of the holders of Series B preferred stock or authorize, increase or create additional classes or series of our capital stock that are senior to the Series B preferred stock.
Our Series B preferred stock is quoted on the OTCQB under the symbol “INVUB.”
Warrants
The Warrants issued in the Unit Offering are exercisable during the period commencing on the date of their issuance and ending five years from such date (the “Warrant Expiration Date”) at an exercise price of $0.10 per Warrant Share. The exercise price of the Warrants is subject to adjustment if, during the five-year exercise period from the original issuance of the Warrants, we sell any shares of our common stock or securities exchangeable or exercisable or convertible into our common stock, subject to certain exceptions, at a price per share less than the exercise price of the Warrants then in effect or without consideration. As of March 20, 2025, we had 1,178,090 Warrants outstanding.
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Transfer Agent and Registrar
The transfer agent and registrar for our common stock, Series B preferred stock and Warrants is Vstock Transfer LLC. The transfer agent and registrar’s address is 18 Lafayette Place Woodmere, NY 11598.
Anti-Takeover Effects of Certain Provisions of our Charter and Bylaws and Nevada Law
No Cumulative Voting. The holders of our common stock do not have cumulative voting rights in the election of our directors, which makes it more difficult for minority stockholders to be represented on our board of directors.
Authorized but Unissued Shares of Common Stock. Our authorized but unissued shares of common stock will be available for future issuance without approval by the holders of common stock. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, employee benefit plans and as consideration for or to finance future acquisitions, investments or other purposes. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Undesignated Preferred Stock. Our certificate of incorporation authorizes undesignated preferred stock. As a result, our board may, without the approval of our stockholders, issue shares of preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of the Company.
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 a convertible note financing arrangement we have with DBR Capital, LLC (“DBR Capital”) (see “ITEM 13. Certain Relationships and Related Transactions, and Director Independence” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024), an affiliate of our Chairman, David B. Rothrock, DBR Capital 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. The presence of these governance rights makes it more difficult for minority stockholders to be represented on our board of directors and could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
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. Exclusive of interest that could accrue on these notes, conversion of 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 of up to an additional 1,100,000,000 shares of our common stock could be experienced by our shareholders should DBR Capital advance and ultimately convert additional notes of $7.7 million on or before December 31, 2026. The presence of these arrangements could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
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Exhibit 10.127
GENERAL RELEASE AGREEMENT
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “AGREEMENT”) is made by and between Investview, Inc., a Nevada corporation, with an address of 521 W. Lancaster Ave., Second Floor, Haverford, PA., 19041 (“INVESTVIEW”) and Myles P. Gill, an individual residing at 4827 Bethel Creek Drive, Vero Beach, FL 32963 (“GILL”). For purposes of this AGREEMENT, “COMPANY” shall include INVESTVIEW and all of its divisions, parents, subsidiaries, affiliates or related entities, its and their past, present and future officers, directors, trustees, members, shareholders, partners, insurers, attorneys, legal representatives, employees and agents and all of its and their respective heirs, executors, administrators, successors and assigns.
WHEREAS, GILL had been employed by INVESTVIEW since February, 2022; and
WHEREAS, GILL and INVESTVIEW are parties to an employment agreement dated February 21, 2022 (the “EMPLOYMENT AGREEMENT”) and a non-statutory option award agreement dated June 24, 2022 (the “OPTION AGREEMENT”); and
WHEREAS, GILL voluntarily resigned his employment with INVESTVIEW effective August 14, 2024 (the “SEPARATION DATE”); and
WHEREAS, INVESTVIEW desires to provide GILL with a separation package that both INVESTVIEW and GILL deem fair, reasonable and equitable; and
WHEREAS, INVESTVIEW and GILL deem it to be in their mutual interest to amicably resolve any disputes which may exist between them concerning GILL’s employment and its cessation and to provide for the manner in which they will hereafter conduct themselves in relation to each other.
NOW, THEREFORE, in consideration of their mutual promises as set forth herein and intending to be legally bound hereby, INVESTVIEW and GILL agree as follows:
1. The foregoing recitals are incorporated herein as if set forth at length.
2. In settlement of all RELEASED CLAIMS (as defined below) GILL had, has or may have against COMPANY, as well as in exchange for the representations, warranties and covenants made by GILL in this AGREEMENT, INVESTVIEW shall: (i) agree to accept GILL’S resignation absent any notice requirement, and to characterize Gill’s separation from service as being in response to his voluntary resignation from his employment with the Company; and (ii) grant GILL an extension of the exercise rights set forth in the OPTION AGREEMENT in paragraph 6(b) from ninety (90) days to one hundred and twenty (120) days and in accordance with the terms set forth therein (the “EXERCISE EXTENSION”). As INVESTVIEW makes no representation or warranties regarding any tax obligations arising out of the EXERCISE EXTENSION, GILL acknowledges that he has not relied upon any tax advice from INVESTVIEW regarding any tax obligations with respect to the EXERCISE EXTENSION. GILL shall indemnify and hold harmless INVESTVIEW from any and all claims and/or liability resulting from any failure by INVESTVIEW to withhold any taxes related to the EXERCISE EXTENSION, and/or GILL’s or his counsel’s failure to pay any and all taxes for which GILL or his counsel are responsible for relating to said EXERCISE EXTENSION.
| Separation Agreement | 1 | Initial Here: ___/___ |
3. In consideration of the promises and undertakings of INVESTVIEW under this AGREEMENT, GILL makes the following representations, warranties and covenants:
| (a) | that for purposes of this AGREEMENT, COMPANY shall have no further obligation to pay or reimburse any amounts in connection with GILL’s benefits, including health benefits; and |
| (b) | that he has been afforded by COMPANY any and all rights he had or may have had under any and all family or medical leave law including, but not limited to, the federal Family and Medical Leave Act (“FMLA”) and/or any state or local family or medical leave law, if applicable; and |
| (c) | that he has been paid all wages, commissions and bonuses due him including, but not limited to, any monies under any bonus, severance and/or incentive compensation plan and that he has received all sums due him under the federal Fair Labor Standards Act (“FLSA”) and/or any state or local wage and hour law, if applicable; and |
| (d) | that he shall make himself available and cooperate in any reasonable manner in providing reasonable assistance to COMPANY in concluding any business and/or legal matters which are presently pending and in connection with any such matters that may arise in the future which relate to his employment and or consulting employment with COMPANY and COMPANY shall have no obligation to compensate GILL for said time other than as set forth in this AGREEMENT. Notwithstanding the foregoing sentence of this Subparagraph (d), GILL shall be reimbursed by INVESTVIEW for all reasonable and necessary out-of-pocket expenses actually incurred by him as a result of his performance of his obligations under this Subparagraph (d), provided GILL receives the prior written approval for the expenses from INVESTVIEW prior to incurring any such expenses. In the event INVESTVIEW requests GILL to perform services pursuant to this Subparagraph (d), such work shall not be deemed a violation or breach of Subparagraph 3(i) of this AGREEMENT; and |
| (e) | that he has returned to COMPANY all property of COMPANY in his possession or control which refer or relate to COMPANY’s business, or which are otherwise the property of COMPANY, including, but not limited to, all confidential and proprietary business information, papers, documents, letters, invoices, sales records and reports, notes, memoranda, keys, security cards, records, employee and human resource records, customer and supplier lists, customer and supplier materials or documents, computers, smartphone/Android/iPhone device, computer data, office equipment, and employment records, which were created by GILL or other employees, agents and customers or suppliers of COMPANY in the course of their employment and/or consulting relationship with COMPANY, as well as copies or multiple versions thereof, regardless of the form or medium retained or stored in (including hard copy or electronic or digital form). GILL further agrees and acknowledges that prior to the SEPARATION DATE, he has provided a list of all passwords and/or login information for all INVESTVIEW accounts and/or devices; and |
| Separation Agreement | 2 | Initial Here: ___/___ |
| (f) | that as an employee of COMPANY he had access to and was entrusted with COMPANY’s confidential and proprietary business information and trade secrets. At all times prior to, during, and following GILL’s separation he has maintained and will maintain such information in strict confidence and has not disclosed and will not disclose the information to any third party without the prior written consent of INVESTVIEW; and |
| (g) | that he shall not receive any other payment from COMPANY other than that set forth in this AGREEMENT including, but not limited to, any wages, bonuses, compensation, incentive compensation, and/or commissions; and |
| (h) | that he shall cooperate with COMPANY in the defense of any claim currently pending or hereinafter pursued against COMPANY without the payment of any additional compensation other than as set forth in this AGREEMENT. Such cooperation includes, but is not limited to, meeting with internal INVESTVIEW employees to discuss and review issues which GILL was directly or indirectly involved with during his employment with INVESTVIEW, participating in any investigation conducted by INVESTVIEW either internally or by outside counsel or consultants, signing declarations or witness statements, preparing for and serving as a witness in any civil or administrative proceeding by both depositions or a witness at trial, reviewing documents and similar activities that INVESTVIEW deems necessary. In the event INVESTVIEW requests GILL to perform services pursuant to this Subparagraph of this AGREEMENT, such work shall not be deemed a violation or breach of Subparagraph 3(i) of this AGREEMENT. Furthermore, GILL has not and shall not initiate, commence, voluntarily cooperate with or provide assistance including, but not limited to, testimony or consultative services, in any claim, lawsuit, administrative proceeding, investigation, inquiry, or similar activity, whether governmental or private, whether pending or otherwise, without obtaining the prior written consent of INVESTVIEW. In the case of legal proceedings, GILL shall notify INVESTVIEW, in writing, of any subpoena or other similar notice to give testimony or provide documentation (“NOTICE”) within two business days of receipt of said NOTICE and prior to providing any response to said NOTICE such that COMPANY may have an opportunity to seek and obtain, among other things, an appropriate protective order or seek intervention in the matter; and |
| (i) | that he shall not be reemployed by COMPANY as an employee, independent contractor, consultant or otherwise and that he shall not apply for or otherwise seek employment with COMPANY at any time hereinafter except as may be specifically authorized in writing by COMPANY; and |
| (j) | that he has not and will not access or attempt to access any property, computer systems, networks, password protected data or other property of the COMPANY on or after the SEPARATION DATE; and |
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| (k) | that he has not sustained any injuries and/or illnesses/diseases as a result of his employment with or by COMPANY that would otherwise be covered by any otherwise applicable workers’ compensation insurance benefit plan; and |
| (l) | that this AGREEMENT does not have the purpose or effect of concealing details relating to claims of or for discrimination, retaliation, harassment, fair labor standards, family and medical, or wage and hour; and |
| (m) | that neither he nor anyone under GILL’S direction or control shall take, support, encourage, induce or voluntarily participate in any action or attempted action that would negatively comment on, disparage, or call into question the business operations, policies, or conduct of COMPANY or otherwise take any action, verbal or otherwise, in retaliation against COMPANY, or act in any way that could likely damage COMPANY’S reputation, business relationships, or present or future business. In addition, neither GILL nor anyone under GILL’S direction or control shall blog, tweet or comment on Facebook, Instagram, Twitter, Snapchat, GlassDoor or any other social or public media platform or forum about COMPANY (whether or not anonymously) in any manner that violates this AGREEMENT. Nothing in this AGREEMENT is intended in any way to interfere with, coerce, or restrain GILL from exercising his rights under any state or federal labor law, including the National Labor Relations Act; and |
| (n) | that he unconditionally releases and forever discharges COMPANY (whether individually or collectively) from any and all causes of action, suits, damages, grievances, demands, liabilities, defenses, debts, dues, sums of monies, accounts, covenants, controversies, promises, variances, claims, judgments, interest, attorneys’ fees, liquidated damages, costs and expenses whatsoever relating to, or in connection with, GILL’s employment by COMPANY or cessation thereof, either directly or indirectly, whether known or unknown, contingent or fixed, liquidated or un-liquidated, matured or un-matured, in law, equity or otherwise, for, upon or by reason of any matter, cause or thing whatsoever, including, but not limited to, any breach of contract claims (whether written or oral, express or implied); claims arising out of any offer letter or similar document; claims arising out of any employee handbook, personnel manual or employment policy; estoppel claims; tort claims; claims of discrimination; claims for compensatory and/or punitive damages; public policy claims; defamation claims; claims of retaliation; claims of wrongful discharge or termination; claims for breach of promise; claims of negligence; claims of impairment of economic opportunity or loss of business opportunity; claims of fraud or misrepresentation (negligent or intentional); claims for severance offers made prior to the date GILL signs this AGREEMENT other than as set forth in this AGREEMENT; claims for abuse of process; claims for workers’ compensation benefits; claims of promissory estoppel; claims for quantum meruit; claims for unjust enrichment; claims for breach of the covenant of good faith and fair dealing; claims of unfair labor practices; claims under Title VII of the Civil Rights Act of 1964, as amended (“TITLE VII”); claims under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (excluding claims for vested benefits); claims under the Immigration Reform and Control Act of 1986 (“IRCA”); claims under the Americans With Disabilities Act (“ADA”); claims under the Family and Medical Leave Act (“FMLA”); claims under the Fair Labor Standards Act (“FLSA”); claims under the Uniformed Services Employment and Reemployment Rights Act (“USERRA”); claims under the National Labor Relations Act (“NLRA”); claims under the Worker Adjustment and Retraining Notification Act (“WARN”); claims under the Genetic Information Nondiscrimination Act of 2008 (“GINA”); claims under the Families First Coronavirus Response Act (“FFCRA”); claims under the Constitution of the United States of America; claims under the New Jersey Law Against Discrimination (“NJLAD”); claims under the New Jersey Conscientious Employee Protection Act (“CEPA”); claims under the New Jersey Family Leave Act (“FLA”); claims under the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act (“NJMDAP”) or any other New Jersey plant closing or mass lay off law; claims under the New Jersey Wage and Hour laws; claims under the Constitution of the State of New Jersey: claims under the Pennsylvania Human Relations Act (“PHRA”); claims under the Pennsylvania Minimum Wage Act (“PMWA”); claims under the Pennsylvania Wage Payment and Collection law (“PAWPCL”); claims under the Pennsylvania Whistleblower Law, the Pennsylvania Public Employee Relations Act; claims under the Pennsylvania Medical Marijuana Law; claims under the Philadelphia Fair Practices Ordinance; claims under Philadelphia’s ordinances relating to earned sick time; claims under the Philadelphia Wage Theft Ordinance; claims under the Constitution of the Commonwealth of Pennsylvania; claims under the Florida Civil Rights Act (“FRCRA”); claims under the Florida Private Whistle-Blower’s Act (“FWA”); claims under the Florida Equal Pay Act (“FEPA”); claims under the Florida Equal Wage Law (“FEWL”); claims under the Florida Alien Discrimination Law (“FADL”); claims under the Florida AIDS Discrimination Law (“FADL”); claims under the Florida Sickle-Cell Trait Discrimination Law (“FSCTDL”); claims under the Florida Genetic Testing Law (“FGTL”); claims under the Florida Private Drug-Free Workplace Law (FDFWL”); claims under the Florida Jury Service Law (“FJSL”); claims under the Florida Military Discrimination in Employment Law (“FMDEL”); claims under the Florida Clean Indoor Air Act (“FCIAA”); claims under the Florida Wage Garnishment Law (“FWGL”); claims under the Florida Wage and Hour Laws (“FWHL”); claims under any other federal, state or local anti-discrimination law, whistle-blowing law, family and/or medical leave law and wage and hour law; claims for benefits including, but not limited to, life insurance, accidental death & disability insurance, sick leave or other employer provided plan or program; claims for distributions of income or profit; claims for ownership, stock, stock options, equity or otherwise; claims for reimbursement; claims for wages, commissions or bonuses; claims for incentive compensation; claims for salary continuation benefits; claims for vacation or other leave time; claims for royalties or license fees; claims for patent, copyright or trademark infringement; claims relating to retirement, pension and/or profit sharing plans (excluding claims for vested benefits); claims arising from the EMPLOYMENT AGREEMENT; claims arising from the OPTIONS AGREEMENT; claims for, or arising out of the offering of, group health insurance coverage (excluding claims for COBRA or similar state mandated continuation coverage) or the use of information obtained by COMPANY as a result of the offering of group health insurance coverage; claims against the Employer Health Plan as defined under the Health Insurance Portability and Accountability Act (“HIPAA”); claims relating to GILL’s application for hire, employment, or termination thereof, as well as any claims which GILL may have arising under or in connection with any and all local, state or federal ordinances, statutes, rules, regulations, executive orders or common law, from the beginning of the world up to and including the date of GILL’s execution of this AGREEMENT (collectively the above releases and discharges to be hereafter known as the “RELEASED CLAIMS”). The only exclusions from this release provision is a claim that some term of this AGREEMENT has been materially violated; and |
| Separation Agreement | 4 | Initial Here: ___/___ |
| (o) | that in giving the general release as set forth in Subparagraph 3(n) of this AGREEMENT, GILL acknowledges that he understands the significance and consequence of such release and waiver. Furthermore, that in giving the general release as set forth in Subparagraph 3(n) of this AGREEMENT, GILL specifically acknowledges that he may hereafter discover claims or facts in addition to or different from those which he now knows or believes to exist with respect to the subject matter of this AGREEMENT and which, if known or suspected at the time of executing this AGREEMENT, may have materially affected this AGREEMENT. Nevertheless, GILL hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts. GILL acknowledges that he understands the significance and consequence of such general release and waiver; and |
| (p) | that neither GILL nor anyone on GILL’S behalf has filed an action in any court of law against COMPANY in connection with GILL’S employment with COMPANY, and that there is no pending charge or complaint filed with any state, federal, or local agency, including, but not limited to, the U.S. Equal Employment Opportunity Commission or the U.S. Department of Labor. |
4. GILL acknowledges and confirms that he is waiving any claim under the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by the Older Workers Benefit Protection Act (“OWBPA”) and that:
| (a) | he is receiving consideration which is in addition to anything of value to which s/he otherwise would have been entitled; and |
| (b) | this AGREEMENT is written in a manner understood by GILL and that he fully understands the terms of this AGREEMENT and enters into it voluntarily without any coercion on the part of any person or entity; and |
| (c) | he was given adequate time to consider all implications and to freely and fully consult with and seek the advice of counsel or whomever else he deemed appropriate and has done so; and |
| (d) | the consideration paid or provided to GILL under this AGREEMENT is and shall be deemed to be adequate consideration for the representations, warranties and covenants made by GILL under this AGREEMENT; and |
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| (e) | he was advised in writing, by way of this AGREEMENT, to consult an attorney before signing this AGREEMENT; and |
| (f) | he was advised, in writing, by way of this AGREEMENT, that he has at least 21 calendar days within which to consider this AGREEMENT before signing it and, in the event that he signs this AGREEMENT during this time period, said signing constitutes a knowing and voluntary waiver of this time period; and |
| (g) | he has seven calendar days after executing this AGREEMENT within which to revoke this AGREEMENT. If the seventh day is a weekend or national holiday, GILL has until the next business day to revoke. If GILL elects to revoke this AGREEMENT, he shall notify Jonathan D. Ash, Esq. of Fox Rothschild LLP, 212 Carnegie Center, Suite 400, Princeton, NJ 08540 (“ASH”) in writing sent by Federal Express Priority Overnight delivery, or by hand delivery with written receipt, of his revocation. Any determination of whether GILL’s revocation was timely sent shall be determined by the date of actual receipt by ASH. In the event of revocation, INVESTVIEW reserves the right to reject GILL’s resignation and proceed as it deems appropriate. |
5. GILL represents, warrants and covenants that neither he nor anyone on his behalf has filed any suits, claims or the like regarding his employment with COMPANY and/or its termination. To the extent that GILL or any third party seeks redress for a RELEASED CLAIM covered and released and discharged by this AGREEMENT and a settlement or judgment of said RELEASED CLAIM is reached or entered, GILL shall designate INVESTVIEW as the recipient and or payee of any such monies allocated to him by the payor or, if that is not possible, GILL shall pay to INVESTVIEW the amount received from the payor within 72 hours of GILL’s receipt of said monies.
6. GILL has not and shall not, without the prior written consent of INVESTVIEW, disclose the terms of this AGREEMENT, including, but not by way of limitation, the amount or fact of any payment to be made under this AGREEMENT or any of the facts or events surrounding or leading to this AGREEMENT (including any characterization thereof) to any person (including, but not limited to, current or former employees of COMPANY) or entity other than his spouse, attorneys, tax or financial advisors, or lenders for the purpose of confidential legal or financial counseling, or as otherwise required by law, or for purposes of enforcement of this AGREEMENT. In the event that GILL makes a disclosure permitted by this provision, he shall inform the individual or entity to whom disclosure is made of this confidentiality provision, and instruct such individual or entity that any breach of confidentiality by them would constitute a breach of this AGREEMENT. GILL understands and acknowledges that, as a publicly-held corporation, the COMPANY may have an obligation under law to file one or more reports with the Securities and Exchange Commission that includes a copy of this AGREEMENT and discloses the terms of this AGREEMENT.
7. In the event of a breach of this AGREEMENT, including without limitation, paragraphs 3 and 6, COMPANY, in addition to any other rights it may have at law or in equity, shall have the right to seek enforcement of this AGREEMENT in an action at law or in equity and COMPANY shall have the right to recover its legal fees, costs and expenses in such action to enforce this AGREEMENT, to the extent permitted by law and to the extent that such recovery does not result in the invalidation of this AGREEMENT. GILL acknowledges that any breach or threatened breach of this AGREEMENT, including, but not limited to Paragraphs 3 and 6, will cause irreparable injury to COMPANY, that money damages shall not provide an adequate remedy, and COMPANY shall therefore be entitled, in addition to any other relief available to it, to preliminary, temporary and permanent injunctive relief without the necessity of proving irreparable harm or posting a bond. If provisions of this AGREEMENT are ever determined by a court of competent jurisdiction to exceed limitations permitted by law, then such provisions shall be reformed automatically to set forth the maximum limitations permissible by law.
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8. This AGREEMENT shall not in any manner be deemed or construed as an admission by COMPANY that it has acted wrongfully and/or illegally in any manner with respect to GILL, but is made solely to avoid any potential disputes for and in consideration of the EXERCISE EXTENSION hereunder.
9. COMPANY shall be entitled to plead this AGREEMENT as a complete defense to RELEASED CLAIMS and or any other claim or entitlement relating to GILL’s employment with COMPANY or cessation thereof which hereafter may be asserted by GILL or other persons, entities or agencies acting on his behalf in any suit or claim against COMPANY.
10. The captions herein are for convenience and reference only, and the words contained therein shall not be used to explain, modify or amplify the meaning of any of the provisions or terms of this AGREEMENT. The parties hereto agree that this AGREEMENT shall be fairly interpreted in accordance with its provisions and terms without any strict construction in favor of or against either party, and that an ambiguity shall not be interpreted against the drafting party, rather such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the remainder of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent provided by law. Each provision of this AGREEMENT is severable and, if any term or provision is held to be invalid, void or unenforceable by a court of competent jurisdiction or by an administrative agency for any reason whatsoever, such provision (i) shall be modified to the minimum extent necessary to make it or its application valid and enforceable, if possible, and if not possible, (ii) such provision or provisions shall be stricken from this AGREEMENT and the remainder of this AGREEMENT shall not be affected thereby and shall be valid and enforceable to the fullest extent provided by law. Notwithstanding the foregoing, if the release provisions (or any portion thereof) as set forth in Subparagraph (n) or otherwise contained herein this AGREEMENT are held to be invalid, void or unenforceable by a court of competent jurisdiction or by an administrative agency for any reason whatsoever, as a result of actions or inactions by GILL or anyone on his behalf, such ruling shall render this AGREEMENT void and GILL shall repay to INVESTVIEW all monies paid to or on behalf of GILL as set forth in this AGREEMENT within 72 hours of such determination, to the extent permitted by law and to the extent that such repayment does not result in the invalidation of this AGREEMENT.
11. This AGREEMENT supersedes and voids all previous agreements, policies and practices between GILL and COMPANY, whether written or oral, including, but not limited to, any severance offer or settlements made prior to the date GILL signs this AGREEMENT other than as set forth in this AGREEMENT. Notwithstanding the foregoing sentence of this Paragraph of this AGREEMENT, GILL continues to be bound by any and all post-employment obligations of GILL that are contained in any agreement, contract, or other document that GILL has already signed, including but not limited to the EMPLOYMENT AGREEMENT and those terms are hereby deemed incorporated herein by reference and shall continue in full force and effect as if set forth in their entirety as they are considered an integral part of this AGREEMENT. GILL further acknowledges that the consideration provided to GILL under this AGREEMENT including but not limited to the EXERCISE EXTENSION is and shall be deemed to be adequate consideration for the representations, warranties and covenants made by GILL under this AGREEMENT. This AGREEMENT sets forth the entire understanding of the parties as to the subject matter contained herein and may be modified solely by a writing executed by INVESTVIEW and GILL.
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12. This AGREEMENT shall be governed by, construed and enforced under the laws of the State of New Jersey (without regard to conflict of laws principles). Any dispute pertaining to this AGREEMENT or between the parties hereto shall be brought only in the Federal or State courts located in the County of Mercer, State of New Jersey. This AGREEMENT shall be interpreted without the aid of any canon, custom or rule of law requiring construction against the draftsman. GILL hereby irrevocably waives personal service of process and consents to process served in any such suit, action or proceeding by service of a copy thereof to him by certified mail, return receipt requested, postage pre-paid or by federal express/ups letter package, postage pre-paid, signature/receipt requested and sent for overnight delivery with service being effective upon receipt, delivery or refusal of receipt or delivery to GILL’s address first set forth above herein this AGREEMENT. Such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
13. ANY DISPUTE ARISING OUT OF THIS AGREEMENT OR ANY DISPUTE BETWEEN THE PARTIES TO THIS AGREEMENT ON ANY SUBJECT MATTER SHALL BE TRIED WITHOUT A JURY. THE PARTIES RECOGNIZE THAT WITH THIS PROVISION THEY ARE EXPRESSLY AND VOLUNTARILY WAIVING THEIR RESPECTIVE RIGHTS TO A JURY TRIAL AND DO SO IN ORDER TO RESOLVE ANY FUTURE DISPUTES IN A MORE EFFICIENT AND COST-EFFECTIVE MANNER.
14. GILL and INVESTVIEW shall each bear his and its own costs and expenses, including but not limited to attorneys’ fees incurred in connection with the drafting, preparation, negotiation and execution of this AGREEMENT.
15. GILL and INVESTVIEW shall take all steps necessary or required to effectuate the intent and/or terms of this AGREEMENT in a timely manner including, but not limited to, the execution of any appropriate tax reporting documentation.
16. INVESTVIEW represents, warrants and covenants that it has reviewed this AGREEMENT carefully, understands it and has the authority to act on behalf of it and to execute, deliver, perform and bind INVESTVIEW to this AGREEMENT. GILL represents, warrants and covenants that he has reviewed this AGREEMENT carefully, understands it and that he has the capacity to act on his own behalf and to execute, deliver, perform and bind himself/herself to this AGREEMENT.
17. The failure of COMPANY to insist upon the performance of any of the terms and conditions of this AGREEMENT or the failure of COMPANY to prosecute any breach of this AGREEMENT, nor any customary or course of conduct shall not be construed or considered a waiver of any such term or condition of this AGREEMENT; to wit, the entire AGREEMENT shall remain in full force and effect as if no such forbearance or failure of performance had occurred. All rights, powers and remedies specified in this AGREEMENT are cumulative and are in addition to, and not in limitation of, such other rights, powers and remedies as may be available to a party under applicable law, by agreement among the parties or otherwise.
| Separation Agreement | 8 | Initial Here: ___/___ |
18. Except as otherwise herein expressly provided, this AGREEMENT shall inure to the benefit of and be binding upon GILL, his heirs, successors and executors and shall inure to the benefit of COMPANY. GILL represents, warrants and covenants that he has not assigned or in any other manner conveyed any right or claim that he has or may have with respect to the subject matter of this AGREEMENT to any third party person or entity, and GILL shall not assign or convey to any assignee for any reason any right or claim covered by this AGREEMENT, or the consideration, monetary or other, to be received by him hereunder. INVESTVIEW may assign its rights and obligations under this AGREEMENT to any third party person or entity in its sole discretion.
19. The parties hereto represent, warrant and covenant that they entered into and signed this AGREEMENT voluntarily, without coercion and based upon their own judgment and not in reliance on any oral or written statements, representations or promises made by the other party or their agent(s) except as specifically set forth herein; further, each party represents, warrants and covenants that prior to signing this AGREEMENT, each has had an opportunity to, or has voluntarily chose not to, have this AGREEMENT reviewed by legal counsel, tax and/or other professional advisors of the party’s own choice, are satisfied with such advice, as applicable, and are signing this AGREEMENT fully intending to be legally bound hereby based upon the valuable benefits each party will receive hereunder. This AGREEMENT may be executed in counterparts, each executed AGREEMENT, when taken together, shall constitute a complete AGREEMENT. Any party may execute this AGREEMENT by signing, including by electronic means and transmitting that signature page via facsimile or e-mail to the other party. Any signature made and transmitted by facsimile or e-mail for the purpose of executing this AGREEMENT shall be deemed an original signature for purposes of this AGREEMENT. GILL hereby acknowledges and certifies that he is fully aware that Fox Rothschild LLP represents the COMPANY as its legal counsel.
20. In the event that any of the Parties hereto shall commence any proceeding, at law or in equity, against the other party, or institute any claims or counterclaims against the other party in any such proceeding, which proceeding, claims or counterclaims arise out of, under, in connection with or relates to, this AGREEMENT, the representations, warranties and covenants thereof or the RELEASED CLAIMS, the non-prevailing party in such proceeding or counterclaim shall pay to the prevailing Party the prevailing party’s reasonable attorneys’ fees and costs, expenses and disbursements incurred in connection with such proceeding or counterclaim and in connection with any post judgment collection efforts.
21. All notices and communications required, necessary or permitted hereunder shall be in writing and shall be delivered: (a) by registered or certified mail, postage prepaid, return receipt requested; or (b) by a generally recognized commercial courier service or overnight delivery service, (Federal Express or UPS), sent for next Business Day delivery, postage prepaid, with delivery receipt requested. All such notices sent in accordance with this Paragraph 21 shall be deemed “Delivered” three (3) Business Days after the same is deposited in the U.S. Mail if sent by registered or certified mail or one (1) Business Day after payment and receipt of mailing if sent by a commercial courier service or overnight delivery service for next Business Day delivery. Such communications must be sent to the respective parties at the addresses first above written or a different address as specified by a party in accordance with this Paragraph 21.
22. The obligations, representations, warranties and covenants of each party to the other, which are to be performed after termination, shall survive the termination of this Agreement indefinitely.
*** Signature page to follow
| Separation Agreement | 9 | Initial Here: ___/___ |
PLEASE READ CAREFULLY THE ENTIRE AGREEMENT BEFORE SIGNING. THIS SEPARATION AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN, FORESEEN AND UNFORESEEN, AND SUSPECTED AND UNSUSPECTED CLAIMS REGARDLESS OF ANY POTENTIAL FOR FUTURE DISCOVERY OF UNKNOWN FACTS.
IN WITNESS WHEREOF, the parties hereto have made and signed this AGREEMENT as follows:
| INVESTVIEW, INC. | MYLES P. GILL | |||
| BY: | /s/ James R. Bell | /s/ Myles P. Gill | ||
| Name: | James R. Bell | Name: | Myles P. Gill | |
| Title: | President/COO | |||
| DATED: | August 19, 2024 | DATED: | August 19, 2024 |
| Separation Agreement | 10 | Initial Here: ___/___ |
Exhibit 14.01
INVESTVIEW, INC.
___________________
CODE OF ETHICS
___________________
Effective as of November 14, 2022
Investview, Inc.
Code of Ethics
1. Introduction.
1.1 Investview, Inc. and each of its operating subsidiaries and affiliates (collectively referred to herein as the “Company”) is committed to the highest ethical standards and to conducting its business with the highest level of integrity, honesty, fairness, accountability and respect in dealing with its employees, customers, suppliers, investors and the general public. An uncompromising adherence to ethical excellence is integral to creating, sustaining and increasing the goodwill and reputation of the Company. In support thereof, the Company has adopted this Code of Ethics (the “Code”) for all of its directors, officers and employees to guide them in assessing and addressing legal and ethical obligations. Compliance with this Code is considered a condition of employment, where violations of this Code will be investigated and may subject the violator to disciplinary action up to and including termination of employment where appropriate. No code or policy can anticipate every situation which may arise. Accordingly, this Code is intended to serve as a source of guiding principles.
1.2 The Board has adopted this Code in order to:
(a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
(b) promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company;
(c) promote compliance with applicable governmental laws, rules and regulations;
(d) promote the protection of Company assets, including corporate opportunities and confidential information;
(e) promote fair dealing practices;
(f) deter wrongdoing; and
(g) ensure accountability for adherence to the Code.
1.3 All directors, officers and employees are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below in Section 17, Reporting and Enforcement.
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2. Honest and Ethical Conduct.
2.1 The Company’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically.
2.2 Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company’s customers, suppliers, partners, service providers, competitors, employees, contractors and anyone else with whom he or she has contact in the course of performing his or her job.
3. Employment Practices. The Company promotes the potential of every individual and values everyone’s diversity. The Company is an equal opportunity employer and does not tolerate discrimination or harassment because of race, sex, age, color, religion, creed, marital status, sexual orientation, gender identity, gender expression, national origin, veteran’s status, disability or any other characteristic protected under applicable law.
4. Conflicts of Interest.
4.1 A conflict of interest occurs when an individual’s private interest (or the interest of a member of his or her family) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, contractor, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, contractor, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company.
4.2 Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director or executive officer are expressly prohibited.
4.3 Conflicts of interest should be avoided unless specifically authorized as described in Section 4.5. Further, the Company’s Related Party Transactions Policy requires preapproval for certain conflicts of interest. Whether or not a conflict of interest exists or will exist can be unclear. For example, there is likely a conflict of interest if an individual:
(a) Causes the Company to engage in business transactions with relatives or friends;
(b) Uses non-public Company, customer or vendor information for personal gain by such individual or his relatives or friends (including securities transactions based on such information);
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(c) Has more than a modest financial interest in the Company’s vendors, customers or competitors (see below for guidelines);
(d) Receives a loan, or guarantee of any obligation, from the Company or a third party as a result of his position at the Company;
(e) Receives any payments or gifts, other than gifts of nominal value, from any third party as a result of his position with the Company; or
(f) Competes, or prepares to compete, with the Company while still employed by the Company.
4.4 Employees, officers and directors must understand the potential for conflicts of interest in investing in the Company’s vendors, customers, partners or competitors. The Company’s employees, officers and directors must always serve the Company’s stockholders first, and investing in companies with which the Company does business may not be in our stockholders’ best interests. The following guidelines apply with respect to such investments:
(a) Public Companies. Passive investments of less than 1% of the outstanding shares of such companies that are listed on a U.S. or international stock exchange or quoted on Nasdaq, are permitted without the Company’s approval, provided that the investment is not so large financially in either absolute dollars or percentage of the individual’s total investment portfolio as to create the appearance of a conflict of interest. No investment may involve any confidential inside or proprietary information, such as information that may have been learned about the other company as a result of the Company’s relationship with the other company. Passive investments of 1% or more of the outstanding shares of such companies that are listed on a U.S. or international stock exchange or quoted on Nasdaq require disclosure to the Compliance Officer (as hereinafter defined).
(b) Private Companies. Any investment in the Company’s vendors, partners, customers or competitors that are privately held requires disclosure to the Compliance Officer.
4.5 Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor or the Chief Financial Officer (as such, the “Compliance Officer”). A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Compliance Officer with a written description of the activity and seeking the Compliance Officer’s written approval. If the supervisor is themself involved in the potential or actual conflict, the matter should instead be discussed directly with the Compliance Officer.
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Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Board of Directors, or if the Board so delegates, an independent committee of the Board.
5. Gifts, Bribes and Kickbacks.
5.1 Other than modest gifts given or received in the normal course of business (including travel or entertainment), no director, officer or employee nor any of their relatives may give gifts to, or receive gifts from, the Company’s customers or vendors. Other gifts may be given or accepted only with prior approval of their supervisor or the Compliance Officer, and in no event should a director, officer or employee put the Company or himself in a position that would be embarrassing if information about the gift was made public.
5.2 When dealing with governmental agencies and public officials, directors, officers and employees must avoid any activity that is or appears illegal or unethical. Many federal, state and local governmental bodies strictly prohibit the receipt of any gratuities by their employees, including meals, transportation, lodging and entertainment. Directors, officers and employees must be aware of and strictly follow these prohibitions.
5.3 Any employee, director or officer who pays or receives bribes or kickbacks will be immediately terminated and may be reported to the appropriate authorities. A kickback or bribe includes any item intended to improperly obtain favorable treatment, including a bribe to guarantee that the Company will use the services of a particular vendor when such use is not advantageous to the Company.
5.4 In addition, the U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates to obtain or retain business. This prohibition also extends to payments to sales representatives or agents if there is reason to believe that the payment will be used indirectly for a prohibited payment to a foreign official. Violation of the FCPA can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment. Questions regarding whether certain payments are prohibited by the FCPA should be directed to the Compliance Officer.
6. Community Activities and Political Contributions. The Company encourages all employees, directors, and officers to participate on an individual basis in community and political activities. Those who do participate in community and political activities do so as individual citizens and not as representatives of the Company. Employees, directors, and officers are not authorized to use the Company’s name or premises for (or contribute the Company’s funds in support of) political or campaign purposes. The Company does not support or endorse political parties or individual candidates.
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7. Compliance.
7.1 Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries in which the Company operates.
7.2 Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Compliance Officer.
8. Security Laws and Insider Trading.
8.1 It is usually illegal to buy or sell securities using material information not available to the public. Persons who give such undisclosed “inside” information to others may be as liable as persons who trade securities while possessing such information. Securities laws may be violated if any employees, officers and directors, or any of their relatives or friends, trade in securities of the Company, or any of its customers or vendors, while possessing inside information or unpublished knowledge. For additional information, please refer to the Company’s “Insider Trading Policy”. If uncertain about the legality of a particular trade, directors, officers and employees should consult with the Compliance Officer before making any such purchase or sale.
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9. Disclosure.
9.1 The Company’s periodic reports and other documents filed with the SEC, including all financial statements and other financial information, must comply with applicable federal securities laws and SEC rules.
9.2 Each director, officer, and employee who contributes in any way to the preparation or verification of the Company’s financial statements and other financial information must ensure that the Company’s books, records and accounts are accurately maintained. Each director, officer and employee must cooperate fully with the Company’s accounting and internal audit departments, as well as the Company’s independent public accountants and counsel.
9.3 Each director, officer and employee who is involved in the Company’s disclosure process must:
(a) be familiar with and comply with the Company’s disclosure controls and procedures and its internal control over financial reporting; and
(b) take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.
10. Protection and Proper Use of Company Assets.
10.1 All directors, officers and employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability and are prohibited.
10.2 All Company assets should be used only for legitimate business purposes. Any suspected incident of fraud or theft should be reported for investigation immediately.
10.3 The obligation to protect Company assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any nonpublic financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.
11. Corporate Opportunities.
11.1 All directors, officers and employees owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Company assets, property, information or position. Directors, officers and employees may not use Company assets, property, information or position for personal gain (including gain of friends or family members).
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11.2 Other than with the prior written consent of the Compliance Officer, simultaneous employment with any other entity where such entity is a competitor of the Company, or where such employment interferes with the ability of a director, officer or employee to perform or carry out job responsibilities, serving as a director/trustee of a significant competitor of the Company, serving as a director/trustee of any entity in which the Company is invested or engaging in any activity that a director, officer or employee should reasonably expect to advance a competitor’s interests is strictly prohibited. It is the responsibility of such person to consult with the Compliance Officer to determine whether a planned activity will compete impermissibly with any of the Company’s business activities before pursuing the activity in question.
12. Confidentiality. In carrying out the Company’s business, directors, officers and employees often learn confidential or proprietary information about the Company, its customers, vendors or joint venture parties. Directors, officers and employees may not use or reveal Company, customer or vendor confidential or proprietary information to others, except when disclosure is authorized or legally mandated. Additionally, directors, officers and employees must take appropriate steps, including without limitation, securing documents, limiting access to computers and electronic media, and proper disposal methods, to prevent unauthorized access to such information. Proprietary and/or confidential information, among other things, includes: business methods; sales, pricing and marketing data; strategy; computer code; information regarding the Company’s intellectual property, including its technology and products; screens; forms; experimental research; and information about, or received from, the Company’s current, former and prospective customers, vendors and employees. Any questions regarding the securing or disclosing of confidential information should be referred to the Compliance Officer.
13. Privacy and Data Protection.
13.1 The Company respects the general right to privacy of all individuals regarding their personally identifiable information (“PII”) and follows all applicable laws on the use of PII. In carrying out the Company’s business, directors, officers and employees may collect, use, or have access to PII belonging to our employees, customers, and third-party service providers. The Company takes seriously its responsibilities related to the collection, use, and disclosure of this information. The Company is committed to respecting the privacy of any PII we collect, use, or otherwise process. The kind of information that can be PII varies by country. PII often means all data that relates to a natural person (for example, an employee, a customer contact, or a third-party service provider representative), including name, physical address, phone number, and e-mail address. PII can also include business contact information (such as job title, department, and name of employer); country information; and other personal information as may be provided by the customer or third-party service provider representative.
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13.2 Directors, officers and employees should be aware of and comply with local laws, regulations, and all applicable Company policies. In general:
(a) PII may only be collected, used, or otherwise processed by lawful means and for lawful purposes and, where required, with the knowledge and/or consent of the person to whom it pertains.
(b) PII may be used only for business purposes and only in accordance with applicable law and, where necessary, with appropriate consent.
(c) There are legal restrictions on transferring PII to another party, including to other persons or entities within the Company’s network. There may be additional legal restrictions on transferring PII outside its country of origin.
14. Document Retention. The Company’s records are important to the proper functioning of the Company and are valuable business assets. Knowing what documents and information to keep—and for how long—is an important part of the job. Directors, officers and employees should follow the Company’s record retention and destruction procedures. Documents that are the subject of any pending or threatened proceeding, dispute, or regulatory inquiry should never be destroyed or altered.
15. Computer and Communication Resources. The Company’s computer and communication resources, including computers, voicemail and e-mail, provide substantial benefits, but they also present significant security and liability risks to individuals and the Company. It is extremely important that Company personnel take all necessary measures to secure their computer and any computer or voicemail passwords. All sensitive, confidential or restricted electronic information must be password protected, and, if sent across the Internet, must be protected by Company-approved encryption software. If an individual has any reason to believe that his or her password or the security of a Company computer or communication resource has in any manner been compromised, he or she must change the password immediately and report the incident to the Compliance Officer.
16. Fair Dealing. Each director, officer and employee must deal fairly with the Company’s customers, suppliers, partners, service providers, competitors, employees, contractors and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.
17. Reporting and Enforcement.
17.1 Reporting and Investigation of Violations.
(a) Actions prohibited by this Code involving directors or executive officers must be reported to the Board of Directors, or if the Board so delegates, an independent committee of the Board.
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(b) Actions prohibited by this Code involving anyone other than a director or executive officer must be reported to the reporting person’s supervisor or the Compliance Officer. Reporting may also be made via email notification at ralph@investview.com. This email is available twenty-four (24) hours daily, seven (7) days a week or via hardcopy mailed to:
Investview,
Inc.
Attn: Compliance Officer
521 West Lancaster Avenue, Second Floor
Haverford, Pennsylvania 19041
(c) After receiving a report of an alleged prohibited action, the Board of Directors (or if the Board so delegates, an independent committee of the Board), the relevant supervisor, or the Compliance Officer must promptly take all appropriate actions necessary to investigate.
(d) All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.
17.2 Enforcement.
(a) The Company must ensure prompt and consistent action against violations of this Code.
(b) If, after investigating a report of an alleged prohibited action, the relevant supervisor or the Compliance Officer determines that a violation of this Code has occurred, the relevant supervisor or Compliance Officer will report such determination to the Board of Directors, or if the Board so delegates, an independent committee of the Board.
(c) Upon receipt of a determination that there has been a violation of this Code, the Board of Directors, or if the Board so delegates, an independent committee of the Board or the Compliance Officer will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.
17.3 Waivers.
(a) Each of the Board of Directors, or if the Board so delegates, an independent committee of the Board (in the case of a violation by a director or executive officer) and the Compliance Officer (in the case of a violation by any other person) may, in its discretion, waive any violation of this Code.
(b) Any waiver for a director or an executive officer shall be disclosed as required by SEC, OTC and any other applicable rules.
17.4 Prohibition on Retaliation.
The Company does not tolerate acts of retaliation against any director, officer, employee or contractor who makes a good faith report of known or suspected acts of misconduct or other violations of this Code.
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code of ethics
Acknowledgment of Receipt and Review
Please sign below to indicate that you have read and understand the Code of Ethics and that you agree to comply with the policies and procedures set out in the Code. Please return the signed copy to HR. This page will be kept in your file.
Employee Name: __________________________________________
Employee Signature: __________________________________________
Date: __________________________________________
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Exhibit 19.01
INVESTVIEW, INC.
___________________
INSIDER TRADING POLICY
and
Guidelines with Respect to
Certain Transactions in Securities
___________________
Effective as of November 14, 2022
TABLE OF CONTENTS
| Page | |
| INTRODUCTION | 1 |
| Legal prohibitions on insider trading | 1 |
| Detection and prosecution of insider trading | 1 |
| Penalties for violation of insider trading laws and this Policy | 1 |
| Compliance Officer | 2 |
| Reporting violations | 2 |
| Personal responsibility | 2 |
| PERSONS AND TRANSACTIONS COVERED BY THIS POLICY | 3 |
| Persons covered by this Policy | 3 |
| Types of transactions covered by this Policy | 3 |
| Responsibilities regarding the nonpublic information of other companies | 3 |
| Applicability of this Policy after your departure | 3 |
| No exceptions based on personal circumstances | 3 |
| MATERIAL NONPUBLIC INFORMATION | 4 |
| “Material” information | 4 |
| “Nonpublic” information | 4 |
| POLICIES REGARDING MATERIAL NONPUBLIC INFORMATION | 5 |
| Confidentiality of nonpublic information | 5 |
| No trading on material nonpublic information | 5 |
| No disclosing material nonpublic information for the benefit of others | 5 |
| Obligation to disclose material nonpublic information to the Company | 5 |
| Responding to outside inquiries for information | 5 |
| TRADING BLACKOUT PERIODS | 6 |
| Quarterly blackout periods | 6 |
| Special blackout periods | 6 |
| Regulation BTR blackouts | 6 |
| No “safe harbors” | 6 |
| PRE-CLEARANCE OF TRADES | 7 |
| ADDITIONAL RESTRICTIONS AND GUIDANCE | 8 |
| Short sales | 8 |
| Derivative securities and hedging transactions | 8 |
| Using Company securities as collateral for loans | 8 |
| Holding Company securities in margin accounts | 8 |
| Placing open orders with brokers | 8 |
| LIMITED EXCEPTIONS | 9 |
| Transactions pursuant to a trading plan that complies with SEC rules | 9 |
| Receipt and vesting of stock options, restricted stock and stock appreciation rights | 9 |
| Exercise of stock options for cash | 10 |
| Stock splits, stock dividends and similar transactions | 10 |
| Bona fide gifts and inheritance | 10 |
| Change in form of ownership | 10 |
| Other exceptions | 10 |
| COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT | 11 |
| Obligations under Section 16 | 11 |
| Notification requirements to facilitate Section 16 reporting | 11 |
| Personal responsibility | 11 |
| ADDITIONAL INFORMATION | 12 |
| Delivery of Policy | 12 |
| Amendments | 12 |
SCHEDULE I (Individuals subject to pre-clearance requirements)
ii
INTRODUCTION
Investview, Inc. (together with its subsidiaries, the “Company”) opposes the unauthorized disclosure of any nonpublic information acquired in the course of your service with the Company and the misuse of material nonpublic information in securities trading. Any such actions will be deemed violations of this Insider Trading Policy (the “Policy”).
Legal prohibitions on insider trading
The antifraud provisions of U.S. federal securities laws prohibit directors, officers, employees and other individuals who possess material nonpublic information from trading on the basis of that information. Transactions will be considered “on the basis of” material nonpublic information if the person engaged in the transaction was aware of the material nonpublic information at the time of the transaction. It is not a defense that the person did not “use” the information for purposes of the transaction.
Disclosing material nonpublic information directly or indirectly to others who then trade based on that information or making recommendations or expressing opinions as to transactions in securities while aware of material nonpublic information (which is sometime referred to as “tipping”) is also illegal. Both the person who provides the information, recommendation or opinion and the person who trades based on it may be liable.
These illegal activities are commonly referred to as “insider trading”. State securities laws and securities laws of other jurisdictions also impose restrictions on insider trading.
In addition, a company, as well as individual directors, officers and other supervisory personnel, may be subject to liability as “controlling persons” for failure to take appropriate steps to prevent insider trading by those under their supervision, influence or control.
Detection and prosecution of insider trading
The U.S. Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority, Inc. and stock exchanges use sophisticated electronic surveillance techniques to investigate and detect insider trading, and the SEC and the U.S. Department of Justice pursue insider trading violations vigorously. Cases involving trading through foreign accounts, trading by family members and friends and trading involving only a small number of shares have been successfully prosecuted.
Penalties for violation of insider trading laws and this Policy
Civil and criminal penalties. As of the effective date of this Policy, potential penalties for insider trading violations under U.S. federal securities laws include:
| · | damages in a private lawsuit; |
| · | disgorging any profits made or losses avoided; |
| · | imprisonment for up to 20 years; |
| · | criminal fines of up to $5 million for individuals and $25 million for entities; |
| · | civil fines of up to three times the profit gained or loss avoided; |
| · | a bar against serving as an officer or director of a public company; and |
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| · | an injunction against future violations. |
Civil and criminal penalties also apply to tipping. The SEC has imposed large penalties in tipping cases even when the disclosing person did not trade or gain any benefit from another person’s trading.
Company disciplinary actions. If the Company has a reasonable basis to conclude that you have failed to comply with this Policy, you may be subject to disciplinary action by the Company, up to and including dismissal for cause, regardless of whether or not your failure to comply with this Policy results in a violation of law. It is not necessary for the Company to wait for the filing or conclusion of any civil or criminal action against an alleged violator before taking disciplinary action. In addition, the Company may give stop transfer and other instructions to the Company’s transfer agent to enforce compliance with this Policy.
Compliance Officer
Please direct any questions, requests or reports as to any of the matters discussed in this Policy to the Company’s Chief Financial Officer (the “Compliance Officer”). The Compliance Officer is generally responsible for the administration of this Policy. The Compliance Officer may select others to assist with the execution of his or her duties.
Reporting violations
It is your responsibility to help enforce this Policy. You should be alert to possible violations and promptly report violations or suspected violations of this Policy to the Compliance Officer. If your situation requires that your identity be kept secret, your anonymity will be preserved to the greatest extent reasonably possible. If you wish to remain anonymous, send a letter addressed to the Compliance Officer at 521 West Lancaster Avenue, Second Floor, Haverford, Pennsylvania 19041. If you make an anonymous report, please provide as much detail as possible, including any evidence that you believe may be relevant to the issue.
Personal responsibility
The ultimate responsibility for complying with this Policy and applicable laws and regulations rests with you. You should use your best judgment at all times and consult with your legal and financial advisors, as needed. We advise you to seek assistance if you have any questions at all. The rules relating to insider trading can be complex, and a violation of insider trading laws can carry severe consequences.
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PERSONS AND TRANSACTIONS COVERED BY THIS POLICY
Persons covered by this Policy
This Policy applies to all directors, officers, employees and agents (such as consultants and independent contractors) of the Company. References in this Policy to “you” (as well as general references to directors, officers, employees and agents of the Company) should also be understood to include members of your immediate family, persons with whom you share a household, persons that are your economic dependents and any other individuals or entities whose transactions in securities you influence, direct or control (including, for example, a venture or other investment fund, if you influence, direct or control transactions by the fund). You are responsible for making sure that these other individuals and entities comply with this Policy.
Types of transactions covered by this Policy
Except as discussed in the section entitled “Limited Exceptions”, this Policy applies to all transactions involving the securities of the Company or the securities of other companies as to which you possess material nonpublic information obtained in the course of your service with the Company. This Policy therefore applies to purchases, sales and other transfers of common stock, options, warrants, preferred stock, debt securities (such as debentures, bonds and notes) and other securities. This Policy also applies to any arrangements that affect economic exposure to changes in the prices of these securities. These arrangements may include, among other things, transactions in derivative securities (such as exchange-traded put or call options), hedging transactions, short sales and certain decisions with respect to participation in benefit plans. This Policy also applies to any offers with respect to the transactions discussed above.
Responsibilities regarding the nonpublic information of other companies
This Policy prohibits the unauthorized disclosure or other misuse of any nonpublic information of other companies, such as the Company’s vendors, customers, collaborators, suppliers and competitors. This Policy also prohibits insider trading and tipping based on the material nonpublic information of other companies.
Applicability of this Policy after your departure
You are expected to comply with this Policy until such time as you are no longer affiliated with the Company and you no longer possess any material nonpublic information subject to this Policy. In addition, if you are subject to a trading blackout under this Policy at the time you cease to be affiliated with the Company, you are expected to abide by the applicable trading restrictions until at least the end of the relevant blackout period.
No exceptions based on personal circumstances
There may be instances where you suffer financial harm or other hardship or are otherwise required to forego a planned transaction because of the restrictions imposed by this Policy. Personal financial emergency or other personal circumstances are not mitigating factors under securities laws and will not excuse a failure to comply with this Policy.
| - 3 - |
MATERIAL NONPUBLIC INFORMATION
“Material” information
Information should be regarded as material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell securities or would view the information as significantly altering the total mix of information in the marketplace about the issuer of the security. In general, any information that could reasonably be expected to affect the market price of a security is likely to be material. Either positive or negative information may be material.
It is not possible to define all categories of “material” information. However, some examples of information that would often be regarded as material include information with respect to:
| · | Financial results, financial condition, earnings pre-announcements, guidance, projections or forecasts, particularly if inconsistent with the expectations of the investment community; |
| · | Restatements of financial results, or material impairments, write-offs or restructurings; |
| · | Changes in independent auditors, or notification that the Company may no longer rely on an audit report; |
| · | Business plans or budgets; |
| · | Creation of significant financial obligations, or any significant default under or acceleration of any financial obligation; |
| · | Impending bankruptcy or financial liquidity problems; |
| · | Significant developments involving business relationships, including execution, modification or termination of significant agreements or orders with customers, suppliers, distribution partners or other business partners; |
| · | Product introductions, modifications, defects or significant pricing changes or other product announcements of a significant nature; |
| · | Significant developments in research and development or relating to intellectual property; |
| · | Significant legal or regulatory developments, whether actual or threatened; |
| · | Major events involving the Company’s securities, including calls of securities for redemption, adoption of stock repurchase programs, option repricings, stock splits, changes in dividend policies, public or private securities offerings, modification to the rights of security holders or notice of delisting; |
| · | Significant corporate events, such as a pending or proposed merger, joint venture or tender offer, a significant investment, the acquisition or disposition of a significant business or asset or a change in control of the company; and |
| · | Major personnel changes, such as changes in senior management or lay-offs. |
If you have any questions as to whether information should be considered “material”, you should consult with the Compliance Officer. In general, it is advisable to resolve any close questions as to the materiality of any information by assuming that the information is material.
“Nonpublic” information
Information is considered nonpublic if the information has not been broadly disseminated to the public for a sufficient period to be reflected in the price of the security. As a general rule, information should be considered nonpublic until at least two (2) full trading days have elapsed after the information is broadly distributed to the public in a press release, a public filing with the SEC, a pre-announced public webcast or another broad, non-exclusionary form of public communication. Any questions as to whether information is nonpublic should be directed to the Compliance Officer.
The term “trading day” means a day on which national stock exchanges are open for trading. A “full” trading day has elapsed when, after the public disclosure, trading in the relevant security has opened and then closed.
| - 4 - |
POLICIES REGARDING MATERIAL NONPUBLIC INFORMATION
Confidentiality of nonpublic information
The unauthorized use or disclosure of nonpublic information relating to the Company or other companies is prohibited. All nonpublic information you acquire in the course of your service with the Company may only be used for legitimate Company business purposes. In addition, nonpublic information of others should be handled in accordance with the terms of any relevant nondisclosure agreements, and the use of any such nonpublic information should be limited to the purpose for which it was disclosed.
All directors, officers, employees and agents of the Company are required to sign and comply with the confidentiality agreement entered into with the Company.
No trading on material nonpublic information
Except as discussed in the section entitled “Limited Exceptions”, you may not, directly or indirectly through others, engage in any transaction involving the Company’s securities while aware of material nonpublic information relating to the Company. It is not an excuse that you did not “use” the information in your transaction.
Similarly, you may not engage in transactions involving the securities of any other company if you are aware of material nonpublic information about that company (except to the extent the transactions are analogous to those presented in the section entitled “Limited Exceptions”).
No disclosing material nonpublic information for the benefit of others
You may not disclose material nonpublic information concerning the Company or any other company to friends, family members or any other person or entity not authorized to receive such information where such person or entity may benefit by trading on the basis of such information. In addition, you may not make recommendations or express opinions on the basis of material nonpublic information as to trading in the securities of companies to which such information relates. You are prohibited from engaging in these actions whether or not you derive any profit or personal benefit from doing so.
Obligation to disclose material nonpublic information to the Company
You may not enter into any transaction, including those discussed in the section entitled “Limited Exceptions”, unless you have disclosed any material nonpublic information that you become aware of in the course of your service with the Company, and that senior management is not aware of, to the Compliance Officer. If you are a member of senior management, the information must be disclosed to the Chief Executive Officer, and if you are the Chief Executive Officer or a director, you must disclose the information to the board of directors, before any transaction is permissible.
Responding to outside inquiries for information
In the event you receive an inquiry from someone outside of the Company, such as a stock analyst, for information, you should refer the inquiry to the Chief Financial Officer. The Company is required under Regulation FD (Fair Disclosure) of the U.S. federal securities laws to avoid the selective disclosure of material nonpublic information. In general, the regulation provides that when a public company discloses material nonpublic information, it must provide broad, non-exclusionary access to the information. Violations of this regulation can subject the company to SEC enforcement actions, which may result in injunctions and severe monetary penalties. The Company has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information immediately upon its release in compliance with applicable law.
| - 5 - |
TRADING BLACKOUT PERIODS
To limit the likelihood of trading at times when there is a significant risk of insider trading exposure, the Company has instituted quarterly trading blackout periods for Company Insiders. Company Insiders include all directors and officers of the Company, employees specifically designated as a Company Insider by the Compliance Officer and shareholders who beneficially own more than 10% of the Company’s stock, as well as their immediate family members. Officers include persons who occupy the principal executive offices of the Company such as the chief executive officer, chief operating officer, president, chief financial officer, as well as any vice presidents in charge of a principal business unit, division or function. In addition to quarterly trading blackout periods, we may institute special trading blackout periods from time to time.
It is important to note that whether or not you are subject to blackout periods, you remain subject to the prohibitions on trading on the basis of material nonpublic information and any other applicable restrictions in this Policy.
Quarterly blackout periods
Except as discussed in the section entitled “Limited Exceptions”, all Company Insiders of the Company must refrain from conducting transactions involving the Company’s securities during quarterly blackout periods.
Quarterly blackout periods begin after the market closes on the last day of each fiscal quarter and end at the start of the third full trading day following the date of public disclosure of the financial results for that fiscal quarter. This period is a particularly sensitive time for transactions involving the Company’s securities from the perspective of compliance with applicable securities laws due to the fact that, during this period, individuals may often possess or have access to material nonpublic information relevant to the expected financial results for the quarter.
Special blackout periods
From time to time, the Company may also prohibit Company Insiders from engaging in transactions involving the Company’s securities when, in the judgment of the Compliance Officer, a trading blackout is warranted. The Company will generally impose special blackout periods when there are material developments known to the Company that have not yet been disclosed to the public.
The Company will notify those persons subject to a special blackout period. Each person who has been so identified and notified by the Company may not engage in any transaction involving the Company’s securities until instructed otherwise by the Compliance Officer, and should not disclose to others the fact of such suspension of trading.
Regulation BTR blackouts
Directors and executive officers may also be subject to trading blackouts pursuant to Regulation Blackout Trading Restriction, or Regulation BTR, under U.S. federal securities laws. In general, Regulation BTR prohibits any director or executive officer from engaging in certain transactions involving Company securities during periods when participants in certain employee benefits plans are prevented from purchasing, selling or otherwise acquiring or transferring an interest in certain securities held in individual account plans. Any profits realized from a transaction that violates Regulation BTR are recoverable by the Company, regardless of the intentions of the director or officer effecting the transaction. In addition, individuals who engage in such transactions are subject to sanction by the SEC as well as potential criminal liability.
Failure to comply with an applicable trading blackout in accordance with Regulation BTR is a violation of law and this Policy.
No “safe harbors”
There are no unconditional “safe harbors” for trades made at particular times, and all persons subject to this Policy should exercise good judgment at all times. Even when a quarterly blackout period is not in effect, you may be prohibited from engaging in transactions involving the Company’s securities because you possess material nonpublic information, are subject to a special blackout period or are otherwise restricted under this Policy.
| - 6 - |
PRE-CLEARANCE OF TRADES
Except as discussed in the section entitled “Limited Exceptions”, Company Insiders should refrain from engaging in any transaction involving the Company’s securities without first obtaining pre-clearance of the transaction from the Compliance Officer. In addition, the Company has determined that certain other employees and agents of the Company that may have regular or special access to material nonpublic information should refrain from engaging in any transaction involving the Company’s securities without first obtaining pre-clearance of the transaction from the Compliance Officer. The Compliance Officer may not engage in a transaction involving the Company’s securities unless the Chief Executive Officer has pre-cleared the transaction. Individuals subject to pre-clearance requirements are set forth on Schedule I. From time to time, the Company may identify other persons who should be subject to the pre-clearance requirements set forth above, and the Compliance Officer may update and revise Schedule I as appropriate.
These pre-clearance procedures are intended to decrease insider trading risks associated with transactions by individuals with regular or special access to material nonpublic information. In addition, requiring pre-clearance of transactions by directors and officers facilitates compliance with Rule 144 resale restrictions under the Securities Act, the liability and reporting provisions of Section 16 under the Exchange Act and Regulation BTR. Pre-clearance of a trade, however, is not a defense to a claim of insider trading and does not excuse you from otherwise complying with insider trading laws or this Policy.
The Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction.
| - 7 - |
ADDITIONAL RESTRICTIONS AND GUIDANCE
This section addresses certain types of transactions that may expose you and the Company to significant risks. You should understand that, even though a transaction may not be expressly prohibited by this section, you are responsible for ensuring that the transaction otherwise complies with other provisions in this Policy that may apply to the transaction, such as the general prohibition against insider trading as well as pre-clearance procedures and blackout periods, to the extent applicable.
Short sales
Short sales (i.e., the sale of a security that must be borrowed to make delivery) and “selling short against the box” (i.e., a sale with a delayed delivery) with respect to Company securities are prohibited under this Policy. Short sales may signal to the market possible bad news about the Company or a general lack of confidence in the Company’s prospects, and an expectation that the value of the Company’s securities will decline. In addition, short sales are effectively a bet against the Company’s success and may reduce the seller’s incentive to improve the Company’s performance. Short sales may also create a suspicion that the seller is engaged in insider trading.
Derivative securities and hedging transactions
You are prohibited from engaging in transactions in publicly-traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding Company securities. Stock options, stock appreciation rights and other securities issued pursuant to Company benefit plans or other compensatory arrangements with the Company are not subject to this prohibition.
Using Company securities as collateral for loans
Unless approved in advance by the Company’s Board of Directors, you may not pledge Company securities as collateral for loans. If you default on the loan, the lender may sell the pledged securities as collateral in a foreclosure sale. The sale, even though not initiated at your request, is still considered a sale for your benefit and, if made at a time when you are aware of material nonpublic information or otherwise are not permitted to trade in Company securities, may result in inadvertent insider trading violations, Section 16 and Reg. BTR violations (for officers and directors), violations of this Policy and unfavorable publicity for you and the Company.
Holding Company securities in margin accounts
Unless approved in advance by the Company’s Board of Directors, you may not hold Company securities in margin accounts. Under typical margin arrangements, if you fail to meet a margin call, the broker may be entitled to sell securities held in the margin account without your consent. The sale, even though not initiated at your request, is still considered a sale for your benefit and, if made at a time when you are aware of material nonpublic information or are otherwise not permitted to trade, may result in inadvertent insider trading violations, Section 16 and Reg. BTR violations (for officers and directors), violations of this Policy and unfavorable publicity for you and the Company.
Placing open orders with brokers
Except in accordance with an approved trading plan (as discussed below), you should exercise caution when placing open orders, such as limit orders or stop orders, with brokers, particularly where the order is likely to remain outstanding for an extended period of time. Open orders may result in the execution of a trade at a time when you are aware of material nonpublic information or otherwise are not permitted to trade in Company securities, which may result in inadvertent insider trading violations, Section 16 and Reg. BTR violations (for officers and directors), violations of this Policy and unfavorable publicity for you and the Company. If you are subject to blackout periods or pre-clearance requirements, you should so inform any broker with whom you place any open order at the time it is placed.
| - 8 - |
LIMITED EXCEPTIONS
The following are certain limited exceptions to the restrictions imposed by the Company under this Policy. Please be aware that even if a transaction is subject to an exception to this Policy, you will need to separately assess whether the transaction complies with applicable law. For example, even if a transaction is indicated as exempt from this Policy, you may need to comply with the “short-swing” trading restrictions under Section 16 of the Exchange Act, to the extent applicable. You are responsible for complying with applicable law at all times.
Transactions pursuant to a trading plan that complies with SEC rules
The SEC has enacted rules that provide an affirmative defense against alleged violations of U.S. federal insider trading laws for transactions pursuant to trading plans that meet certain requirements. In general, these rules, as set forth in Rule 10b5-1 under the Securities Exchange Act, provide for an affirmative defense if you enter into a contract, provide instructions or adopt a written plan for trading securities when you are not aware of material nonpublic information. The contract, instructions or plan must (i) specify the amount, price and date of the transaction, (ii) specify an objective method for determining the amount, price and date of the transaction and/or (iii) place any subsequent discretion for determining the amount, price and date of the transaction in another person who is not, at the time of the transaction, aware of material nonpublic information.
Transactions made pursuant to a written trading plan that (i) complies with the affirmative defense set forth in Rule 10b5-1 and (ii) is approved by the Compliance Officer, are not subject to the restrictions in this Policy against trades made while aware of material nonpublic information or to the pre-clearance procedures or blackout periods established under this Policy. In approving a trading plan, the Compliance Officer may, in furtherance of the objectives expressed in this Policy, impose criteria in addition to those set forth in Rule 10b5-1. You should therefore confer with the Compliance Officer prior to entering into any trading plan.
The SEC rules regarding trading plans are complex and must be complied with completely to be effective. The description provided above is only a summary, and the Company strongly advises that you consult with your legal advisor if you intend to adopt a trading plan. While trading plans are subject to review and approval by the Company, the individual adopting the trading plan is ultimately responsible for compliance with Rule 10b5-1 and ensuring that the trading plan complies with this Policy.
Trading plans must be filed with the Compliance Officer and must be accompanied with an executed certificate stating that the trading plan complies with Rule 10b5-1 and any other criteria established by the Company. The Company may publicly disclose information regarding trading plans that you may enter.
Receipt and vesting of stock options, restricted stock and stock appreciation rights
The trading restrictions under this Policy do not apply to the acceptance or purchase of stock options, restricted stock or stock appreciation rights issued or offered by the Company. The trading restrictions under this Policy also do not apply to the vesting, cancellation or forfeiture of stock options, restricted stock or stock appreciation rights in accordance with applicable plans and agreements.
| - 9 - |
Exercise of stock options for cash
The trading restrictions under this Policy do not apply to the exercise of stock options for cash under the Company’s stock option plans. Likewise, the trading restrictions under this Policy do not apply to the exercise of stock options in a stock-for-stock exercise with the Company or an election to have the Company withhold securities to cover tax obligations in connection with an option exercise. However, the trading restrictions under this Policy do apply to (i) the sale of any securities issued upon the exercise of a stock option, (ii) a cashless exercise of a stock option through a broker, since this involves selling a portion of the underlying shares to cover the costs of exercise, and (iii) any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.
Stock splits, stock dividends and similar transactions
The trading restrictions under this Policy do not apply to a change in the number of securities held as a result of a stock split or stock dividend applying equally to all securities of a class, or similar transactions.
Bona fide gifts and inheritance
The trading restrictions under this Policy do not apply to bona fide gifts involving Company securities or transfers by will or the laws of descent and distribution.
Change in form of ownership
Transactions that involve merely a change in the form in which you own securities are permissible. For example, you may transfer shares to an inter vivos trust of which you are the sole beneficiary during your lifetime.
Other exceptions
Any other exception from this Policy must be approved by the Compliance Officer, in consultation with the Board of Directors or an independent committee of the Board of Directors.
| - 10 - |
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT
Obligations under Section 16
Section 16 of the Securities Exchange Act of 1934, and the related rules and regulations, set forth (i) reporting obligations, (ii) limitations on “short-swing” transactions and (iii) limitations on short sales and other transactions applicable to directors, officers, large shareholders and certain other persons. The Company has provided, or will provide, memoranda and other materials addressing these matters.
All of the Company’s directors and certain of the Company’s officers, employees and stockholders are required to comply with Section 16 of the Securities Exchange Act of 1934, and the related rules and regulations, because of their positions with the Company or because of their stockholdings.
Notification requirements to facilitate Section 16 reporting
To facilitate timely reporting of transactions pursuant to Section 16 requirements, each person subject to Section 16 reporting requirements must provide, or must ensure that his or her broker provides, the Company with detailed information (e.g., trade date, number of shares, exact price, etc.) regarding his or her transactions involving the Company’s securities, including gifts, transfers, pledges and transactions pursuant to a trading plan, both prior to (to confirm compliance with pre-clearance procedures, if applicable) and promptly following execution.
Personal responsibility
The obligation to file Section 16 reports, and to otherwise comply with Section 16, is personal. The Company is not responsible for the failure to comply with Section 16 requirements.
| - 11 - |
ADDITIONAL INFORMATION
Delivery of Policy
This Policy will be delivered to all directors, officers, employees and agents of the Company when they commence service with the Company. In addition, this Policy (or a summary of this Policy) will be circulated periodically and will be available on the Company’s website. Each director, officer, employee and agent of the Company is required to acknowledge that he or she understands, and agrees to comply with, this Policy.
Amendments
We are committed to continuously reviewing and updating our policies and procedures. The Company therefore reserves the right to amend, alter or terminate this Policy at any time and for any reason, subject to applicable law. A current copy of the Company’s policies regarding insider trading may be obtained by contacting the Compliance Officer.
* * *
Nothing in this Insider Trading Policy creates or implies an employment contract or term of employment. In addition, all employees should understand that this Insider Trading Policy does not modify their employment relationship, whether at-will or governed by contract.
The policies in this Insider Trading Policy do not constitute a complete list of Company policies or a complete list of the types of conduct that can result in discipline, up to and including discharge.
| - 12 - |
SCHEDULE I
INDIVIDUALS SUBJECT TO
PRE-CLEARANCE REQUIREMENTS
| 1. | All of the Company’s directors. |
| 2. | All of the Company’s officers (including officers who are also directors). |
| - 13 - |
Exhibit 21.01
Schedule of Subsidiaries
| Name | State of Organization | |
| iGenius, LLC | Utah | |
| iGenius Global LTD | Ireland | |
| Investview Financial Group Holdings, LLC | Delaware | |
| Opencash Finance, Inc. | Delaware | |
| Opencash Securities, LLC | Delaware | |
| Investview MTS, LLC | Delaware | |
| SAFETek LLC | Utah | |
| myLife Wellness Company | Delaware | |
| myLife Wellness LLC | Delaware | |
| Goldman’s Pharmaceuticals LLC | Pennsylvania | |
| ELRT Technologies, LLC (1) | Pennsylvania |
(1) Investview, Inc. owns 50% of the ownership interests in ELRT Technologies, LLC
Exhibit 23.01
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation, by reference, in the Registration Statement of Investview, Inc. (the “Company”) on Form S-8 (File No. 333-265778) of our report dated March 28, 2025 relating to the consolidated balance sheets of the Company as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity (deficit) and cash flows for each of the years in the two-year periods ended December 31, 2024, and the related notes, as appearing in the Annual Report on Form 10-K of the Company for the years ended December 31, 2024 and 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statements.
/s/ M&K CPA’s, PLLC
The Woodlands, TX
March 28, 2025
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, 2024, of Investview, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: March 28, 2025 | |
| /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, 2024, of Investview, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: March 28, 2025 | |
| /s/ Ralph R. Valvano | |
| Ralph R. Valvano | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C SECTION 1350, AS ADOPTED 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, 2024, 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 28, 2025
| /s/ Victor M. Oviedo | |
| Victor M. Oviedo | |
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C SECTION 1350, AS ADOPTED 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, 2024, 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 28, 2025
| /s/ Ralph R. Valvano | |
| Ralph R. Valvano | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 97.01
INVESTVIEW, INC.
CLAWBACK AND FORFEITURE POLICY
Purpose
Investview, Inc. (the “Company”) is committed to conducting business with integrity in accordance with high ethical standards and in compliance with all applicable laws, rules and regulations. This includes the Company’s commitment to comply with all laws, rules and regulations, including those applicable to the presentation of the Company’s financial information to the public. As a result, the Board of Directors of the Company (the “Board”) has adopted this Clawback and Forfeiture Policy (this “Policy”), which provides for the recoupment and/or forfeiture or cancellation of certain executive officer incentive compensation in the event of an accounting restatement.
Administration
This Policy will be administered by the Board of Directors, or if the Board so delegates, an independent committee of the Board (either of which shall be referred to herein as the “Committee”). Except as limited by law, the Committee will have full power, authority, and sole and exclusive discretion to reasonably construe, interpret and administer this Policy. Any determinations made by the Committee will be made in its reasonable discretion and will be final, conclusive and binding on all affected individuals.
In the event of any change in any federal or state law, rule or regulation, or rule, regulation, policy or listing standard of the Securities and Exchange Commission or any securities exchange on which the Company’s securities are listed, which requires the Company to recoup certain compensation from a Covered Executive (as defined below), the Committee will be required to seek recoupment under this Policy to the fullest extent required by such laws, rules, regulations or listing standards.
Covered Executives; Compensation Covered
This Policy will cover the Company’s current and former officers as determined by the Board from time to time in accordance with Rule 16a-1 under the Securities Exchange Act of 1934, as amended, or as otherwise determined in the discretion of the Committee (the “Covered Executives”).
The Policy will apply to all incentive compensation paid, granted, earned, vested or otherwise awarded to a Covered Executive, including annual bonuses and other short and long term cash incentive awards, stock options and other equity-based awards (“Incentive Compensation”).
Authority to Recoup Incentive Compensation
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws, the Committee may require reimbursement or forfeiture of any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.
In addition, if the Committee determines that a Covered Executive has engaged in egregious conduct that is substantially detrimental to the Company, the Committee may require the Covered Executive to reimburse the Company for all or a portion of Incentive Compensation previously vested or paid to such Covered Executive during the one-year period preceding the date on which the Company discovers such conduct and/or authorize the cancellation of unpaid or unvested Incentive Compensation, as determined by the Committee pursuant to this Policy. “Egregious conduct substantially detrimental to the Company” will mean any one of the following:
| · | any act or omission which would constitute grounds, in the discretion of the Committee, for termination for “Cause” under the terms of the Covered Executive’s employment agreement or other employment arrangements if no employment agreement was in place; |
| · | the material breach of a written policy applicable to the Covered Executive, including, but not limited to, the Company’s Code of Ethics; |
| · | egregious misconduct by the Covered Executive including, but not limited to, fraud, criminal activities, falsification of Company records, theft, violent acts or threats of violence, or a violation of law, unethical conduct or inappropriate behavior that causes substantial reputational harm to the Company or exposes the Company to substantial legal liability; or |
| · | the commission of an act or omission which causes the Covered Executive or the Company to be in violation of federal or state securities laws, rules or regulations. |
Recoupment Amount
In the event the recoupment is triggered by a requirement to prepare an accounting restatement, then the amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Committee in its reasonable discretion. If the Committee cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.
In the event the recoupment is triggered by egregious conduct substantially detrimental to the Company by the Covered Executive, then the Committee will determine the amount of Incentive Compensation to recoup from such Covered Executive based on the following factors:
| · | the amount of Incentive Compensation received by the Covered Executive that exceeds the amount of Incentive Compensation that otherwise would have been received or granted had the Covered Executive’s egregious conduct substantially detrimental to the Company been known; |
| · | the relative fault or degree of involvement by the Covered Executive; |
| · | the overall work performance of the Covered Executive; |
| · | the relative impact of the Covered Executive’s conduct on the Company and the magnitude of any restatement, loss or variance from budget or plan; |
| · | the cost or difficulty of obtaining recoupment, including but not limited to whether the Covered Executive has any outstanding equity-based awards that may be cancelled, whether the Covered Executive continues to be employed by the Company or its subsidiaries, and the language of this Policy in effect on the relevant date; and/or |
| · | any other facts and circumstances determined relevant by the Committee, in its sole discretion. |
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Method of Recoupment and/or Forfeiture
The Committee will determine, in its reasonable discretion, the method for recouping or cancelling, as the case may be, Incentive Compensation hereunder, which may include, without limitation, any one or more of the following:
| · | requiring reimbursement of cash Incentive Compensation previously paid; |
| · | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; |
| · | cancelling or rescinding some or all outstanding vested or unvested equity-based awards; |
| · | adjusting or withholding from unpaid compensation or other set-off; |
| · | cancelling or setting-off against planned future grants of equity-based awards; and/or |
| · | any other method authorized by applicable law or contract. |
Not Exclusive
Any recoupment, forfeiture, or cancellation under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, incentive or equity compensation plan or award or other agreement and any other legal rights or remedies available to the Company. Notwithstanding the generality of the foregoing, to the extent that the requirements under the provisions of Section 304 of the Sarbanes-Oxley Act of 2002 are broader than the provisions in this Policy, the provisions of such law will apply to the Company’s Chief Executive Officer and Chief Financial Officer.
No Indemnification
The Company will not indemnify or agree to indemnify any Covered Executive against the loss of erroneously awarded compensation subject to this Policy nor will the Company pay or agree to pay any insurance premium to cover the loss of erroneously awarded compensation.
Effective Date
The effective date of this Policy is March 29, 2024 and will apply to all Incentive Compensation that is approved, awarded or granted to Covered Executives on or after the effective date, except as otherwise agreed by any Covered Executive or pursuant to the terms of any Company plan regarding Incentive Compensation.
Amendments
The Board may amend, modify or terminate this Policy in whole or in part at any time in its sole discretion and may adopt such rules and procedures that it deems necessary or appropriate to implement this Policy or to comply with applicable laws and regulations.
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