Attached files
U.S. Securities and Exchange Commission
Washington, DC 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
ENDED
March
31, 2018
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from__________________ to
_______________________.
Commission
File Number 000-27019
Investview,
Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
87-0369205
|
|
(State
or other jurisdiction of incorporation)
|
|
(I.R.S.
Employer Identification No.)
|
12
South 400 West
Salt
Lake City, Utah 84101
(Address
of principal executive offices)
Issuer’s
telephone number: 888-778-5372
Securities
registered pursuant to Section 12(b) of the
Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common Stock,
$.001 Par Value Per Share
Indicate
by check mark whether the registrant is a well-known seasoned
issuer as defined in Rule 405 of the Securities
Act. Yes ☐
No ☒
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 ☐
No ☒
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☒
No
☐
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§ 229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes ☒
No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act. (Check one):
|
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
|
Non-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 is a shell company (as defined
by Rule 12b-2 of the Exchange Act) Yes ☐
No ☒
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. ☐
As of
September 30, 2017, the aggregate market value of the issued and
outstanding common stock held by non-affiliates of the registrant,
based upon the closing price of the common stock as traded on the
OTC QB of $0.0769 was approximately $51,396,050. For purposes
of the above statement only, all directors, executive officers and
10% shareholders are assumed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination
for any other purpose.
As of
June 29, 2018, there were 2,169,661,318 shares of common stock par
value $.001 per share, outstanding
Documents
incorporated by reference.
NONE
INVESTVIEW, INC.
2018 FORM 10-K ANNUAL REPORT
Table of Contents
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PART
I
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5
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Item
1. Business
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10
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Item 1A
Risk Factors
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10
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Item
1B. Unresolved Staff Comments
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16
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Item
2. Properties
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16
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Item 3.
Legal Proceedings
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17
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Item 4.
Mine Safety Disclosure
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17
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PART
II
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17
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Item 5. Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
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17
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Item
6. Selected Financial Data
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18
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Item 7.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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18
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Item
7A. Quantitative and Qualitative Disclosures about Market
Risk
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22
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Item 8.
Financial Statements
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22
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Item 9.
Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
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22
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Item
9A. Controls and Procedures
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22
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Item
9B. Other Information
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23
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PART
III
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24
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Item
10. Directors, Executive Officers and Corporate
Governance
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24
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Item
11. Executive Compensation
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25
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Item
12. Security Ownership of Certain Beneficial Owners, Management and
Related Stockholder Matters
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28
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Item
13. Certain Relationships and Related Transactions, and Director
Independence
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29
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Item
14. Principal Accountant Fees and Services
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30
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Item
15. Exhibits
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31
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2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
CERTAIN
STATEMENTS CONTAINED IN THIS REPORT AND THE INFORMATION
INCORPORATED BY REFERENCE HEREIN MAY CONTAIN "FORWARD-LOOKING
STATEMENTS". THESE STATEMENTS, WHICH INVOLVE RISKS AND
UNCERTAINTIES, REFLECT OUR CURRENT EXPECTATIONS, INTENTIONS, OR
STRATEGIES REGARDING OUR POSSIBLE FUTURE RESULTS OF OPERATIONS,
PERFORMANCE, AND ACHIEVEMENTS. FORWARD-LOOKING STATEMENTS INCLUDE,
WITHOUT LIMITATION: STATEMENTS REGARDING FUTURE PRODUCTS OR PRODUCT
DEVELOPMENT; STATEMENTS REGARDING FUTURE SELLING, GENERAL AND
ADMINISTRATIVE COSTS AND RESEARCH AND DEVELOPMENT SPENDING;
STATEMENTS REGARDING THE FUTURE PERFORMANCE OF OUR NETWORK
MARKETING EFFORTS; STATEMENTS REGARDING OUR EXPECTATIONS REGARDING
ONGOING LITIGATION; STATEMENTS REGARDING INTERNATIONAL GROWTH; AND
STATEMENTS REGARDING FUTURE FINANCIAL PERFORMANCE, RESULTS OF
OPERATIONS, CAPITAL EXPENDITURES AND SUFFICIENCY OF CAPITAL
RESOURCES TO FUND OUR OPERATING REQUIREMENTS.
THESE
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED IN THIS REPORT AND THE
INFORMATION INCORPORATED BY REFERENCE BY WORDS SUCH AS
"ANTICIPATE", "BELIEVE", "COULD", "ESTIMATE", "EXPECT", "INTEND",
"PLAN", "PREDICT", "PROJECT", "SHOULD" AND SIMILAR TERMS AND
EXPRESSIONS, INCLUDING REFERENCES TO ASSUMPTIONS AND STRATEGIES.
THESE STATEMENTS REFLECT OUR CURRENT BELIEFS AND ARE BASED ON
INFORMATION CURRENTLY AVAILABLE TO US. ACCORDINGLY, THESE
STATEMENTS ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES, AND
CONTINGENCIES, WHICH COULD CAUSE OUR ACTUAL RESULTS, PERFORMANCE,
OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR
IMPLIED BY, SUCH STATEMENTS.
The
following factors are among those that may cause actual results to
differ materially from our forward-looking statements:
●
Non-compliance by
our independent distributors with applicable legal requirements or
our policies and procedures;
●
Potential adverse
effects on our business and stock price due to ineffective internal
controls over financial reporting;
●
Inability to manage
financial reporting and internal control systems and
processes;
●
Inability to
properly motivate and manage our independent
distributors;
●
Inability to manage
existing markets, open new international markets or expand our
operations;
●
Inability of new
products to gain distributor or market acceptance;
●
Inability to
execute our product launch process due to increased pressure on our
supply chain, information systems and management;
●
Disruptions in our
information technology systems;
●
Inability to
protect against cyber security risks and to maintain the integrity
of data;
●
International trade
or foreign exchange restrictions, increased tariffs, foreign
currency exchange fluctuations;
●
Deterioration of
global economic conditions;
●
Inability to raise
additional capital if needed;
●
Inability to retain
independent distributors or to attract new independent distributors
on an ongoing basis;
●
Improper actions by
our independent distributors that violate laws or
regulations;
●
Government
regulations on direct selling activities in our various markets may
prohibit or severely restrict our business model;
3
●
Unfavorable
publicity on our business or products;
●
Our direct selling
program could be found to not be in compliance with current or
newly adopted laws or regulations in various markets;
●
Legal proceedings
may be expensive and time consuming;
●
Strict government
regulations on our business;
●
Risk of
investigatory and enforcement action by the Federal Trade
Commission, Commodities and Futures Trade Commission and/or
Securities Exchange Commission;
●
Failure to comply
with anti-corruption laws;
●
Inability to build
and integrate our new management team could harm our
business;
●
Loss of, or
inability to attract, key personnel;
●
We may be held
responsible for certain taxes or assessments relating to the
activity of our independent distributors;
●
Economic,
political, foreign exchange and other risks associated with
international operations;
●
Inability to raise
future capital or complete acquisitions as a result of delayed
periodic reports with the SEC;
●
Volatility of the
market price of our common stock;
●
Substantial sales
of shares may negatively impact the market price of our common
stock;
●
Dilution of
outstanding common shares may occur if holders of our existing
warrants and options exercise their securities.
●
We have not paid
dividends on our capital stock, and we do not currently anticipate
paying dividends in the foreseeable future.
●
We accept and hold
cryptocurrencies, which may subject us to exchange risk and
additional tax and regulatory requirements
When
considering these forward-looking statements, you should keep in
mind the cautionary statements in this report and the documents
incorporated by reference. Except as required by law, we have no
obligation and do not undertake to update or revise any such
forward-looking statements to reflect events or circumstances after
the date of this report.
4
PART I
ITEM 1. BUSINESS
Corporate History
Investview,
Inc. was incorporated on January 30, 1946, under the laws of the
state of Utah as the Uintah Mountain Copper Mining Company. In
January 2005 the Company changed domicile to Nevada, and changed
its name to Voxpath Holding, Inc. In September of 2006 the Company
merged The Retirement Solution Inc. through a Share Purchase
Agreement into Voxpath Holdings, Inc. and then changed its name to
TheRetirementSolution.Com, Inc. and in October 2008 changed its
name to Global Investor Services, Inc., before changing its name to
Investview, Inc., on March 27, 2012.
On
March 31, 2017, the Company entered into a Contribution
Agreement with the members of Wealth Generators, LCC, a
limited liability company (“Wealth Generators”),
pursuant to which the Wealth Generators Members agreed to
contribute 100% of the outstanding securities of Wealth Generators
in exchange for an aggregate of 1,358,670,942 shares of the common
stock of the Company. The closing of the Wealth Generators
Contribution occurred after close of business on March 31, 2017,
therefore, effective April 1, 2017, Wealth Generators became a
wholly owned subsidiary of the Company (see Note 13). On February
28, 2018, Investview filed a name change for Wealth Generators LLC
to Kuvera LLC (“Kuvera”), this did not affect the
company’s tax and federal identification.
Overview
Kuvera
provides affordable access to financial education, current market
research and cutting-edge technology that enables individuals to
increase and cultivate their own financial resources, enjoy life
and plan for the future. The services include basic financial
educational, expense and debt reduction tools, research, newsletter
alerts, and live education rooms that include instruction on the
subjects of equities, options, FOREX, ETFs, binary options,
crowdfunding and the emerging crypto currency market.
Kuvera
seeks to provide a completely transparent and unique experience
specifically designed to enhance the financial knowledge and
improve the overall well-being of individuals worldwide. Our goal
is to invest in the education, research and technology essential to
helping the financially motivated secure lasting and balanced
success for today and the future.
Each
product subscription includes a core set of tools/research along
with the personal finance management suite providing an individual
complete access to the information necessary to cultivate and
manage their financial situation. The Company offers packages
available through a monthly subscription that can be cancelled at
any time at the discretion of the customer. A unique component of
the product marketing plan is the distribution method whereby all
subscriptions are sold via current participating customers who
choose to distribute and sell the services. The bonus plan
participation is purely optional but enables individuals the
ability to create an additional income stream to further support
their personal financial goals and objectives.
Our Mission
Our
mission is to offer affordable access to valuable financial
education, current market research and cutting-edge technology that
enables individuals to increase and cultivate their own financial
resources, enjoy life and plan for the future.
Our Vision
To
disrupt the status quo and change the current state of debt
accumulation by offering people the most current means and methods
required to take control of their financial future in order to live
more fulfilling lives, free from the instability and limitations of
financial burden.
Brand Promise
We
promise to provide a completely transparent and unique experience
specifically designed to enhance an individual’s financial
knowledge and improve their overall well-being. Our goal is to
invest in the education, research and technology essential to
helping the financially motivated secure lasting and balanced
success for today and the future.
Company Core Values
●
Care -
Caring is fundamental to the way we do business. We don’t
just say it; we show it. Our customers are often burdened by the
weight of financial stress. They are looking for a way out, a way
to succeed, a way to be free. We care because we’ve been
there. We know it’s possible to improve our lives at every
level. We care because we are in the business of educating and
training people to find, grow and keep a stable financial footing.
We care because we are genuinely interested in offering customers a
path to success.
5
●
Innovation - Investview
companies are never content to sit back. We work hard to make sure
we are at the leading-edge in the financial market space, providing
the most current information, technology and resources available.
We constantly strive for new and better ways to improve our
business, as well as instruct those we serve. By leveraging the
abilities and talents of our exceptional team, we pride ourselves
in being able to provide valuable education and solutions ahead of
the curve. It’s what sets us apart from the
rest.
●
Transparency and
Truth - Confusion often leads to frustration and the
inevitable breakdown of trust. We recognize the importance of being
transparent, accurate and completely honest in everything we do so
that there is no confusion. Our customers count on us to provide
financial services and instruction that allow them to make daily
economic transactions, save and preserve wealth to meet future
aspirations and insure against the unforeseen. Our number one goal
is to establish an open, transparent relationship so that our
customers feel confident they can trust us to act in their
interest, and more importantly, with integrity.
Kuvera Brand Position Statement
“Kuvera
provides financial freedom, stability, and value to those seeking
life wealth balance.”
Kuvera Brand Tagline
“Wealth
Life Balance”
The Products & Services
By
enabling the marriage of technology and knowledge we are able to
deliver innovative solutions directly to individuals around the
world. Education and information for personal finance and general
financial education is largely overlooked in all levels of
education. An on-going cycle of debt accumulation, inability to
save, lack of planning and inadequate knowledge on how to cultivate
our “capital” is passed from generation to
generation.
By
creating easy access, focused tutorials, and step by step planning,
our education and technology tools provide individuals the
necessary information to understand the power of proper utilization
of money along with the ability to design their own path toward
financial fitness.
Our
products generally fit under 3 categories:
●
FIND - Find money
you didn't know you had by learning to better allocate the money
you already make.
●
GROW - Grow your
wealth utilizing the financial markets with powerful technology and
the experience of market experts.
●
KEEP - Keep more of
what you've earned by leveraging digital tools that make tax-time
headaches like receipt and mileage tracking a
snap.
FIND
The
Find portion of our package offers Money and DEDUCTR
Pro.
Money
is a financial education tool designed to help you eliminate debt
and improve your personal financial behaviors. Money includes
education by Ross Jardine, America’s Money Mentor, and
educator. The goal of Mr. Jardine’s videos and articles is to
teach the user how to reduce debt, decrease spending, and FIND
money the user did not know the user had.
There
are four sections of Money:
1.
Cash Flow Quick
Start: 11 videos that include actionable assignments, education and
suggestions intended to help you make immediate changes that will
improve your financial situation
2.
The Debt Freedom
System: Digital version of Ross Jardine’s book, “The 60
Day Money Miracle." The 12 chapters provide a map to a debt-free
wealthy life.
3.
Financial Tips and
Strategies: 7 videos that include actionable assignments,
education, and suggestions covering important categories such as
housing, credit cards, insurance, student loans, etc.
4.
Money Media:
Additional articles and tips to help you on your path to a
debt-free wealthy life.
6
Deductr
is a personal money management tool that Wealth Generators provides
all members through a partnership with Deductr. The Deductr
personal finance manager allows its users to manage all of their
personal finances from a single view. With this tool, the user can
create and monitor your budget and financial goals in a matter of
minutes.
Deductr’s
Pro personal finance manager tool has eight features:
1.
Transparency -
Simplifying personal finances by seeing all accounts in one
place
2.
Automation -
Linking bank accounts to see daily transactions, automatically
categorized for easy identification
3.
Organization -
Knowing where your money is going - seeing how it breaks down by
category
4.
Management -
Keeping spending in check by creating budgets or using the
auto-budgeting feature
5.
Insights - Viewing
your spending trends at a glance so you can save for the things you
want
6.
Debt Reduction -
Seeing all your debts in one place and using the debt reduction
tools to pay them off faster
7.
Reporting -
Tracking your net worth
8.
Results - Setting
financial goals and tracking your progress as you work to achieve
them
Tax
Assistance – Deductr Pro also includes a tax assistance
feature making it easy to maximize both common and lesser-known tax
benefits. Deductr can help you capture, document, and organize the
expenses related to running your business right on your
phone.
GROW
The
heart of the program is our Grow component which marries
technology, market experience and research to deliver strategies
direct to individuals in seconds. We have trade strategies that
cover U.S. equities options and indices, ETF’s (Exchange
Traded Funds), FOREX, Binary Options, crowdfunding, and the
emerging crypto currency markets.
FOREX
FXOne – FXOne is one of our most interactive Forex
products. FXOne includes live Forex Binary Options Sessions with
our market experts, as well as Forex newsletter alerts delivered
right to your phone. FXOne also offers unique strategies and
in-depth Forex training.
Binary options - FXOne binary options session leverage very
short-term strategies that give you immediate results in a
relatively short amount of time. Live sessions are often as short
as 15 minutes. The live session provides the user real time
strategies where the user can follow along directly with the
experts as they identify setups and provide commentary to their
activity. The user can then determine whether to act on that
information.
Newsletter alerts - FXOne gives the user the opportunity to
follow market experts while maintaining complete control of their
money. With FXOne Forex Alerts, our experts do the research and
analysis and deliver that information to the user via email alerts.
The alerts include entry criteria, exit parameters, and position
adjustments. A lifetime of experience delivered right to your
hands.
RYZE – RYZE is an algorithm based on supply side
objectives. The algorithm identifies anomalies in currency pair
transactions and enters positions that will ultimately be sold into
large volume liquidations. These transactions can last intraday,
multiple days, weeks or months. RYZE is made available to
international clients.
CRYPTOone
CRYPTOone
offers a library of cryptocurrency resources as well as live
education, analysis, and research in the Cryptocurrency market.
With CRYPTOone, you can learn as little or as much about the
Cryptocurrency universe as you’d like. CRYPTOone also
provides customers digital alerts that identify cryptocurrency
opportunities. Our experts do the research and analysis, and the
customer decides if he or she wants to take action with the
information. With just a few clicks, users can participate in the
Cryptocurrency market with minimal effort. CRYPTOone is the perfect
way for someone to dip their toe or jump all the way in and start
benefiting from the growing cryptocurrency
universe.
7
CRYPTO Mining Packages
We
offer Crypto Mining Packages that consist of computer/GPU hardware,
operation and maintenance services to provide individuals access to
crypto mining. Our mining hardware (hosting) facility is arranged
through contractual partnership and located in Romania. Each GPU
processing card is specific to the package purchased, is
individually serial numbered, and the customer may request their
hardware to be shipped to them at any time. There is no guarantee
or estimate of mining output provided as mining conditions change
constantly and crypto currency is subject to a number of risks
associated with emerging markets. We believe our mining services
which are physically housed, monitored and maintained in a
dedicated facility eliminates variables associated with other
mining services that are typically cloud based.
Equity Markets
Our
Equity education and alerts is our core offering and brings the
knowledge and expertise of individuals who have been involved in
the market for years directly to the user. Our equity services are
now included in every subscription service. Our market experts
provide the financial technology, education, and research that
allows the user to make decisions concerning the user’s money
in the market. The user maintains complete control of the
user’s money by using an online brokerage of their choosing.
Most equity pack strategies require a margin account, and users
need level four options approval or higher.
Portfolio Builder: With Portfolio Builder, the user can
decide which investment vehicles fit the user’s financials
goals. Our Market Experts select, analyze, and review a wide field
of commission free Exchange Traded Funds enabling self-directed
individuals an alternative to mutual funds.
Startups provides an opportunity for the user to identify
and participate in early stage businesses that may have potential
to grow quickly. Michael Markowski is our Startups expert. He was named by Fortune
Magazine as one of its 50 great investors. He has experience in
finding extremely successful startups. With Startups, the user will
receive newsletter alerts providing information about companies
that Michael Markowski thinks could be potential winners. The user
then decides which companies the user wants to participate in and
adds them to their personal crowd funding portfolio should they
decide to do so.
Kuvera University: Investview and the Kuvera brand is
committed to providing “best in class” education across
a variety of topics. Kuvera University provides exclusive access to
our market education library, live monthly webinars with our market
expert's, in depth distributor training, personal development
training, with additional content added on-going. After watching
and studying the videos and materials in Kuvera University, the
user will have a foundation in the global financial markets, a
deeper understanding of how to manage your finances effectively,
and additional skills that will help the user’s
entrepreneurial and professional endeavors. Kuvera University is
included with all customer subscriptions to ensure an
ever-increasing value to our monthly access price.
Continual
expansion and enhancement to these services and their delivery is
the key to the longevity of the program. With a continual focus to
increase convenience through the use of technology and by offering
a wide variety of market approaches, our products are designed to
meet the needs of the passive, moderately active and highly
motivated self-directed investors.
KEEP
The
core component of our Keep philosophy is the Deductr Pro software
and its ability to track and manage potential tax write-offs
including automated mileage tracking in real-time. Fully deploying
the capabilities of Deductr, an individual can see their up to the
minute potential tax write offs throughout the year. Tax season
becomes a painless submission of Deductr reports versus the
agonizing manual process of trying to calculate expenditures once
per year. In addition, Deductr Pro is instrumental in budget
creation and expense management in real-time.
Our Packages
Each of
our packages includes all three components of the FIND * GROW *
KEEP philosophy. The only change in package offerings is the type
of financial research and education selected in the GROW portion.
All subscriptions include the full breadth of Kuvera University
education regardless of subscription selected. We view this as our
value commitment, ensuring a full suite of education with each
product subscription.
Each of
our product packages includes a ten day no questions asked return
policy. Subscriptions can be cancelled at any time and are billed
monthly.
Distribution Method
The
Company uses an affiliate model to sell its product subscriptions.
Anyone with an interest can participate in our bonus plan that
rewards them for selling product subscriptions. We believe this
component of our offering is extremely powerful as it
provides:
●
An additional
income stream for the customer who decides to become a
distributor
●
Individuals are
much more comfortable discussing financial matters with people they
know
●
The network becomes
a support system for the customers as they learn together and share
their experiences.
8
The
affiliate distribution model, while powerful, requires strict
policies and procedures to ensure the company’s presentation
and messaging are accurate and compliant. An affiliate/distributor
is not required to be a customer to sell our products.
Competition
The
Company faces competition for each of its product categories but
does not have a similar competitor with the full suite of services
offered. Each of the financial education products, alerts, tools
and newsletters face competition from similar product companies
such as TheStreet.com, The Motley Fool, Jim Cramer anzzd similar
subscription based financial research services. The personal money
management education and tools face competition from free mobile
apps designed for the same purpose although Investview’s
personal money management does not advertise or entice the user to
refinance, secure new loans and is a pure management tool that
serves the individual and not the advertiser. The company’s
tax management tools and education have limited competition and we
have deployed Deductr Pro as our tool of choice. Unique to our
company is not the individual product but the combined suite of
products for one monthly subscription price, cancellable at any
time by the user and distributed exclusively by the active members
through the optional bonus plan for those who choose to sell the
service to others.
We
believe our competitive advantages include:
●
A generous bonus
program for independent affiliates
●
A management team
with extensive experience in financial education and market
strategy research/technology
●
A young and
motivated distributor base
●
A large demographic
that services all genders, races, religions, and
nationalities
●
A delivery platform
enabling us to launch new products quickly and efficiently
worldwide
Our
competitive weaknesses include:
●
translation
challenges as we continue international expansion
●
components of our
distributor backend that are programmed by third-party
providers
Intellectual Property
The
Company’s success is predicated on the adoption of new and
innovative technology, education and research along with constantly
improving convenience tools. The delivery of alerts and financial
information through our platform provides various levels of
automation that is programmed and designed by the company
exclusively for our products and modified to enable the individual
to initiate action on alerts they desire. We own the intellectual
property for many of our products strategies and platform delivery
mechanisms while we make other products available through licensed
arrangements. In this way, we can continually offer a full suite of
“best of breed” services to ensure our members are
receiving the most value and leading-edge programs for their
monthly subscription.
Expansion
The
Company is in the process of expanding the business
internationally. International planning and re-structuring is
taking place as a result of the recent name change to Kuvera and
will be rolled out in the later part of 2018. Our affiliated
entity, WG LATAM S.A.S., which has been re-established to Kuvera
LATAM S.A.S,, distributes the Company’s products and services
in Colombia and surrounding Latin American countries. International
operations can be impacted by international regulations and
economic conditions, although all are continuously
monitored.
Government Regulation
We have
positioned the Company as a knowledge provider and educator, which
seeks to augment a user’s informed decision-making process,
rather than act as a conductor of investment decisions or a
representative of investment services. As such, our activities do
not fall within the scope of securities industry regulation. We do
not provide securities brokerage or investment advisory services.
Our products and services also do not require that any
representative distributing the services of Investview conduct
themselves as an investment advisor or broker. We in fact encourage
all representatives and users of our information services to seek
unrelated investment professionals for securities related
activities.
9
We are
subject to government regulation in connection with securities laws
and regulations applicable to all publicly-owned companies, as well
as laws and regulations applicable to businesses generally. We are
also increasingly subject to government regulation and legislation
specifically targeting Internet companies, such as privacy
regulations adopted at the local, state, national and international
levels and taxes levied at the state level. Due to the increasing
popularity and 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 new
legislation, alone or combined with increasingly aggressive
enforcement of existing laws, could inhibit the growth in use of
the Internet and decrease the acceptance of the Internet as a
communications and commercial medium, which could in turn decrease
the demand for our services or otherwise have a material adverse
effect on our future operating performance and
business.
Employees
As of
March 31, 2018, the Company has 24 employees.
Internet Address
Additional
information concerning our business can be found on our Web site 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: Kuvera LLC may be found at www.kuveraglobal.com. Web site
links provided in this report, although correct when published, may
change in the future. We make available free of charge on our Web
site 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
SEC.
ITEM 1A RISK FACTORS
You
should carefully consider the following material risk factors as
well as all other information set forth or referred to in this
report before purchasing shares of our common stock. Investing in
our common stock involves a high degree of risk. The Company
believes all material risk factors have been presented below. If
any of the following events or outcomes actually occurs, our
business operating results and financial condition would likely
suffer. As a result, the trading price of our common stock could
decline, and you may lose all or part of the money you paid to
purchase our common stock.
Risks Related to our Business Operations
We have a limited operating history, and therefore there is an
elevated risk of potential business failure unless we can overcome
the various obstacles inherent to an early stage
business.
We have
only limited prior business operations. Because of our limited
operating history, you may not have adequate information on which
you can base an evaluation of our business and prospects. Investors
should be aware of the difficulties, delays and expenses normally
encountered by an enterprise in its early stage, many of which are
beyond our control, including unanticipated research and
development expenses, employment costs, and administrative
expenses. We cannot assure our investors that our proposed business
plans as described herein will materialize or prove successful, or
that we will be able to finalize development of our products or
operate profitably.
We have incurred substantial operating losses since inception
(August 1, 2005) and we may never achieve
profitability.
From
our inception on August 1, 2005 through March 31, 2018, we have
incurred cumulative losses of $20,067,403, recorded net losses from
operations of $14,913,016 for the year ended March 31, 2018, and
our cash balance on March 31, 2018 was $1,490,686. There can be no
assurance that we will achieve profitability in the immediate
future or at all.
Our independent auditors have expressed substantial doubt about our
ability to continue as a going concern.
In
their audit opinion issued in connection with our consolidated
balance sheet as of March 31, 2018 and our related consolidated
statements of operations, deficiency in stockholders’ equity,
and cash flows for the year ended March 31, 2018, our auditors have
expressed substantial doubt about our ability to continue as a
going concern given our recurring net losses, negative cash flows
from operations and the limited amount of funds on our balance
sheet. We have prepared our consolidated financial statements on a
going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities and commitments in the normal
course of business. The consolidated financial statements do not
include any adjustments that might be necessary should we be unable
to continue in existence. This could make it more difficult to
raise capital in the future.
10
We may not be able to manage our growth effectively, which could
slow or prevent our ability to achieve profitability.
The
ability to manage and operate our business as we execute our
development and growth strategy will require effective planning.
Significant rapid growth could strain our internal resources and
delay or prevent our efforts to achieve profitability. We expect
that our efforts to grow will place a significant strain on our
personnel, management systems, infrastructure and other resources.
Our ability to manage future growth effectively will also require
us to successfully attract, train, motivate, retain and manage new
employees and continue to update and improve our operational,
financial and management controls and procedures. If we do not
manage our growth effectively slower growth is likely to occur and
thereby slowing or negating our ability to achieve and sustain
profitability.
We may not be able to fully protect our proprietary rights and we
may infringe 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 you
that we will be able to prevent third parties from using our
intellectual property rights and technology without our
authorization. The Company also relies 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 and may be
flawed or inadequate.
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 trade secrets or
patents 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 patents and other intellectual property rights. In
particular, there has been an increase in the filing of suits
alleging infringement of intellectual property rights, which
pressure defendants into entering settlement arrangements quickly
to dispose of such suits, 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 of an adverse result, we could
be liable for substantial damages and we may be forced to
discontinue our use of the subject matter in question or obtain a
license to use those rights or develop non-infringing
alternatives.
Our business could be negatively affected by any adverse economic
developments in the securities markets and/or the 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
may cause individuals to be reluctant to make their own investment
decisions and thus decrease the demand for our
products.
Our business could be negatively affected by any improved economic
developments in the securities markets and/or the 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 upturns in the
securities markets or in general economic and political conditions
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.
The Company may encounter risks relating to security or other
system disruptions and failures that could reduce the
attractiveness of its sites and that could harm its
business.
Although
the Company has implemented various security mechanisms, its
business is vulnerable to computer viruses, physical or electronic
break-ins and similar disruptions, which could lead to
interruptions, delays or loss of data. Additionally, its operations
depend on its ability to protect systems against damage from fire,
earthquakes, power loss, telecommunications failure, and other
events beyond the Company’s control. Moreover, the
Company’s website may experience slower response times or
other problems for a variety of reasons, including hardware and
communication line capacity restraints, software failures or during
significant increases in traffic when there have been important
business or financial news stories and during the seasonal periods
of peak SEC filing activity. These strains on its systems could
cause customer dissatisfaction and could discourage visitors from
becoming paying subscribers. The Company’s websites could
experience disruptions or interruptions in service due to the
failure or delay in the transmission or receipt of information from
Investview.com. These types of occurrences could cause users to
perceive its website and technology solutions as not functioning
properly and cause them to use other methods or services of its
competitors. Any disruption resulting from these actions may harm
the Company’s business and may be very expensive to remedy,
may not be fully covered by our insurance and could damage its
reputation and discourage new and existing users from using its
products and services. Any disruptions could increase costs and
make profitability even more difficult to achieve.
11
The Company will need to introduce new products and services and
enhance existing products and services to remain
competitive.
Our
future success depends in part on our ability to develop and
enhance our products and services. In addition, the adoption of new
Internet, networking or telecommunications technologies or other
technological changes could require us to incur substantial
expenditures to enhance or adapt our services or infrastructure.
There are significant technical and financial costs and risks in
the development of new or enhanced products and services, including
the risk that we might be unable to effectively use new
technologies, adapt our services to emerging industry standards or
develop, introduce and market enhanced or new products and
services. An inability to develop new products and services, or
enhance existing offerings, could have a material adverse effect on
our profitability.
The Company relies 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.
The Company could face liability and other costs relating to
storage and use of personal information about its
users.
Users
provide the Company with personal information, including tax
identification numbers, which it does not share without the
user’s consent. Despite this policy of obtaining consent,
however, if third persons were able to penetrate the
Company’s network security or otherwise misappropriate its
users’ personal information. The company does not store user
credit card information and relies upon its 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 the company.
Legal uncertainties and government regulation of the Internet could
adversely affect the Company’s business.
Many
legal questions relating to the Internet remain unclear and these
areas of uncertainty may be resolved in ways that damage the
Company’s business. It may take years to determine whether
and how existing laws governing matters such as intellectual
property, privacy, libel and taxation apply to the Internet. In
addition, new laws and regulations that apply directly to Internet
communications, commerce and advertising are becoming more
prevalent. As the use of the Internet grows, there may be calls for
further regulation, such as more stringent consumer protection
laws.
These
possibilities could affect the Company’s business adversely
in a number of ways. New regulations could make the Internet less
attractive to users, resulting in slower growth in its use and
acceptance than is expected. The Company may be affected indirectly
by legislation that fundamentally alters the practicality or
cost-effectiveness of utilizing the Internet, including the cost of
transmitting over various forms of network architecture, such as
telephone networks or cable systems, or the imposition of various
forms of taxation on Internet-related activities. Complying with
new regulations could result in additional cost to the Company,
which could reduce its profit margins or leave it at risk of
potentially costly legal action.
We are subject to FTC regulations that may result in actions
against us
Advertising
and marketing of our products in the United States are also subject
to regulation by the 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 non-public
investigation that focuses on our advertising claims which usually
involves non-public pre-lawsuit extensive formal discovery. Such an
investigation may be very expensive to defend, be lengthy, and
result in a publicly disclosed Consent Decree, which is a
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.
12
We accept and hold cryptocurrencies, which may subject us to
exchange risk and additional tax and regulatory
requirements
We have recently begun accepting cryptocurrency as a form of
payment. Cryptocurrencies are not considered legal tender or backed
by any government, and have experienced significant price
volatility, technological glitches, and various law enforcement and
regulatory interventions. If we fail to comply with regulations or
prohibitions applicable to us, we could face regulatory or other
enforcement actions and potential fines and other consequences. We
also hold cryptocurrencies directly, and we have exchange rate risk
on the amounts we hold as well as the risks 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.
Our business
could be negatively affected if we are required to defend
allegations that our direct selling activities are fraudulent or
deceptive schemes, are against public interest, or are the sale of
unregistered securities.
Direct selling
activities are regulated by the FTC, as well as various federal,
state and local governmental agencies in the United States and
foreign countries. These laws and regulations are generally
intended to prevent fraudulent or deceptive schemes, often referred
to as “pyramid” schemes, which compensate participants
primarily for recruiting additional participants without
significant emphasis on product sales. Regulators may take the
position that some or all of our products are deemed to be
securities, the sale of which has not been registered.
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 compensation plan.
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 in a position to directly provide the same oversight,
direction, and motivation as we could if they were our employees.
As a result, we cannot assure that our independent distributors
will comply with applicable laws or regulations or our distributor
policies and procedures.
Extensive federal,
state, local and international laws regulate our business, products
and direct selling activities. 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 damages to our business
reputation.
Our future
success is largely dependent on our current
management.
Our business was
built by the vision, dedication, and expertise of our officers Ryan
Smith, Annette Raynor, Chad Miller, Mario Romano, and William
Kosoff, who are responsible for our day-to-day operations and
creative development. Our success is dependent upon the continued
efforts of these people. If it became necessary to replace them, it
is unlikely new management could be found that would have the same
level of knowledge and dedication to our success. The loss of the
services of these professionals, especially in the development of
future proprietary software, patents, or applications, would
adversely affect our business.
13
We have a history of operating losses and expect to report future
losses that may cause our stock price to decline.
For the
operating period since inception through March 31, 2018, we have
reported an accumulated deficit of $20,067,403. We reported a net
loss of $14,913,016 for the year ended March 31, 2018 and a net
loss from operations of $10,676,154. We cannot be
certain whether we will ever be profitable, or if we do, that we
will be able to continue to be profitable. Also, any economic
weakness or global recession may limit our ability to market our
products. Any of these factors could cause our stock price to
decline and result in you losing a portion or all of your
investment.
We may choose to raise additional capital.
If we
choose to raise additional capital but are unable to obtain
adequate additional financing, we may not be able to successfully
market and sell our products, our business operations will most
likely be discontinued and we will cease to be a going concern. 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, we may have to curtail business operations
which would have a material negative effect on operating results
and most likely result in a lower stock price.
Our common stock has experienced in the past, and is expected to
experience in the future, significant price and volume volatility,
which substantially increases the risk that you may not be able to
sell your shares at or above the price that you pay for the
shares.
Certain
factors, some of which are beyond our control, that may cause our
share price to fluctuate significantly include, but are not limited
to, the following:
●
variations in our
quarterly operating results;
●
our ability to
complete the research and development of our
technologies;
●
the development of
a future market for our products;
●
changes in market
valuations of similar companies, and,
●
fluctuations in
stock market price and volume.
Additionally,
in recent years the stock market in general, and the
Over-the-Counter Bulletin Board and technology stocks, 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 prospectus 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 your investment in our
stock.
Shares of our common stock may be subject to price illiquidity and
volatility because our shares may continue to be thinly traded and
may never become eligible for trading on Nasdaq or a national
securities exchange.
Although
a trading market for our common stock exists, the trading volume
has not been significant and an active trading market for our
common stock may never develop. There currently is no analyst
coverage of our business. During the period from March 31, 2017
through March 31, 2018 the average daily trading volume of our
common stock was approximately 270,000 shares (or
approximately 0.3% of the shares currently available in the
market as of March 31, 2018). The trading volume of our shares will
continue to be limited due to resale restrictions under applicable
securities laws and the fact that approximately 39% of our
outstanding shares are held by officers, directors and stockholders
holding greater than a 5% interest in the Company. As a result of
the limited trading market for our common stock and the lack of
analyst coverage, the market price for our shares may continue to
fluctuate significantly and will likely be more volatile than the
stock market as a whole. There may be a limited demand for shares
of our common stock due to the reluctance or inability of certain
investors to buy stocks quoted for trading on the OTC Bulletin
Board, lack of analyst coverage of our common stock and limited
trading market for our common stock. As a result, even if prices
appear favorable, there may not be sufficient demand to complete a
stockholder’s sell order. Without an active public trading
market or broader public ownership, shares of our common stock are
likely to be less liquid than the stock of public companies with
broad public ownership and an active trading market, and any of our
stockholders who attempt to sell their shares in any significant
volumes may not be able to do so at all, or without depressing the
publicly quoted bid prices for our shares.
14
While
we may, at some point, be able to meet the requirements necessary
for our common stock to be listed on the NASDAQ stock market or on
another national securities exchange, we cannot assure you that we
will ever achieve such a listing. Listing on one of the NASDAQ
markets or one of the national securities exchanges is subject to a
variety of requirements, including minimum trading price and
minimum public “float” requirements. There are also
continuing eligibility requirements for companies listed on
national securities exchanges. If we are unable to satisfy the
initial or continuing eligibility requirements of any such market,
then our stock may not be listed or could be delisted. This could
result in a lower trading price for our common stock and may limit
your ability to sell your shares, which could result in you losing
some or all of your investments.
Our Common Stock will be subject to the “Penny Stock”
rules promulgated by the Securities and Exchange
Commission.
The
Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes
relevant to us, as any equity security that has a market price of
less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules
require:
●
that a broker or
dealer approve a person’s account for transactions in penny
stocks; and
●
the broker or
dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny
stock to be purchased.
●
obtain financial
information and investment experience objectives of the person;
and
●
make a reasonable
determination that the transactions in penny stocks are suitable
for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.
The
broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prescribed by the Commission
relating to the penny stock market, which, in highlight
form:
●
sets forth the
basis on which the broker or dealer made the suitability
determinations; and
●
that the broker or
dealer received a signed, written agreement from the investor prior
to the transaction.
Generally,
brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more difficult
for investors to dispose of our common stock and cause a decline in
the market value of our stock.
15
Disclosure
also must be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in
penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held
in the account and information on the limited market in penny
stocks.
Failure to Achieve and Maintain Internal Controls in Accordance
with Sections 302 And 404(A) Of The Sarbanes-Oxley Act Of 2002
Could Have A Material Adverse Effect On Our Business And Stock
Price.
If we
fail to maintain adequate internal controls or fail to implement
required new or improved controls, as such control standards are
modified, supplemented or amended from time to time; we may not be
able to assert that we can conclude on an ongoing basis that we
have effective internal controls over financial reporting.
Effective internal controls are necessary for us to produce
reliable financial reports and are important in the prevention of
financial fraud. If we cannot produce reliable financial
reports or prevent fraud, our business and operating results could
be harmed, investors could lose confidence in our reported
financial information, and there could be a material adverse effect
on our stock price. We have examined and evaluated our internal
control procedures, including controls over financial reporting to
satisfy the requirements of Section 404(a) of the Sarbanes-Oxley
Act, as required for our Annual Report on Form 10-K for the year
ended March 31, 2018, and noted weaknesses that need to be
addresses during the current reporting period for our internal
controls to be effective. Failure to implement and maintain
internal controls in accordance with sections 302 and 404(a) of the
Sarbanes-Oxley Act of 2002 could have a material adverse effect on
our business and stock price.
Because we have no plans to pay dividends on our common stock,
stockholders must look solely to appreciation of our common stock
to realize a gain on their investments.
We do
not anticipate paying any dividends on our common stock in the
foreseeable future. We currently intend to retain future earnings,
if any, to finance the expansion of our business. Our future
dividend policy is within the discretion of our board of directors
and will depend upon numerous factors, including our business,
financial condition, results of operations, capital requirements
and investment opportunities. In addition, our senior credit
facility limits the payment of dividends without the prior written
consent of the lenders. 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 corporate charter may
inhibit a potential acquisition of our Company, and this could
depress our stock price.
Nevada
corporate law includes 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 you and other 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, the 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
inference 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
●
stockholders cannot
call a special meeting of stockholders.
None.
ITEM 2. PROPERTIES
Company
headquarters is located at 12 South 400 West, Salt Lake City, Utah
84101 and is currently on a month-to-month lease arrangement.
Corporate Finance is located in office space at 745 Hope Road,
Eatontown, New Jersey, which is on a month-to-month lease. The
Company will maintain the month-to-month lease arrangement until it
can determine proper office utilization based on expansion of key
departments including finance and customer support
services.
16
From
time to time, we may become involved in various lawsuits and legal
proceedings which arise in the ordinary course of
business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. The
Company’s legal proceedings or claims as of March 31, 2018
and through the date of this report are as follows:
●
On November 1,
2017, we filed a lawsuit in the Fourth Judicial District Court for
Utah County, State of Utah, Wealth Generators, LLC, v. Evan Cabral,
Daniel Lopez, John Legarreta, Johnathan Lopez, Julian Kuschner,
Nick Gomez, Luke Shulla, Nestor Velazquez, Christopher Terry, Isis
De La Torre, Alex Morton, Ivan Briongos, Brandon Boyd, and
International Markets Live Ltd. d/b/a iMarketslive, Civil No.
170401615, alleging corporate espionage and misappropriation of
corporate information. The lawsuit alleges that International
Markets Live Ltd., dba iMarketslive, conspired with a number of
individuals affiliated with Wealth Generators to steal our
confidential information, intellectual property, and trade secrets.
We are seeking injunctive relief to protect our business and
damages of not less than $300,000.
●
In February 2018,
we received a subpoena from the United States Commodity Futures
Trading Commission (“CFTC”). We complied with the terms
of the subpoena and have negotiated a resolution of this matter
with the CFTC staff. Under the proposed resolution, we will not
admit or deny any of the allegations, will pay a fine of $150,000,
and will agree not to act as an unregistered Commodities Trading
Advisor in the future. We cannot provide any assurance that the
resolution we have negotiated with the CFTC staff will be approved
by the CFTC. We await the acceptance of the resolution from the
CFTC.
●
Jim Westpfahl filed
a wage claim against Wealth Generators, LLC, in the United States
District Court for the District of Utah, Central Division (Case No.
2:18-cv-00080, District Judge Dale A. Kimball and Magistrate Judge
Evelyn J. Furse) in the amount of $6,500 plus liquidated damages.
Plaintiff is claiming unpaid overtime wages. Wealth Generators
contends that Mr. Westpfahl was an independent contractor, hired on
a limited basis to perform software services, and is accordingly
not entitled to overtime payments under the Fair Labor Standards
Act. Moreover, Plaintiff never provided the promised software
pursuant to the parties’ agreement. The Magistrate Judge
ordered both parties to provide specific disclosures to the other
side and both parties have complied. The Parties were ordered to
meet and confer in a good faith effort to settle the matter on or
before June 12, 2018. The parties were unable to settle the matter
and as of June 19, 2018, we are preparing to proceed with filing
appropriate counterclaims against Mr. Westpfahl.
None of
our directors, officers, or affiliates are involved in a proceeding
adverse to our business or have a material interest adverse to our
business.
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
The
Company’s common stock is traded on the OTCQB under the
symbol “INVU”. During a period in 2016 prior to the
Reverse Acquisition with Wealth Generators LLC on March 31, 2017,
the Company was downgraded to the OTC Pink Sheets. After the
Acquisition the new management team requalified and uplisted the
Company back onto the OTCQB on October 2, 2017. The following table
sets forth the high and low bid prices of its Common Stock, as
reported by the OTCQB for the last two fiscal years and subsequent
quarterly periods. The quotations set forth below reflect
inter-dealer prices, without retail mark-up, markdown or commission
and may not represent actual transactions.
|
|
2018 Fiscal Year
|
|
|
|
High
|
Low
|
|
April 1, 2018 -
June 22, 2018
|
$0.034
|
$0.011
|
|
January 1, 2018 -
March 31, 2018
|
$0.070
|
$0.027
|
|
October 1, 2017 -
December 31, 2017
|
$0.089
|
$0.051
|
|
July 1, 2017 -
September 30, 2017
|
$0.080
|
$0.023
|
|
April 1, 2017 -
June 30, 2017
|
$0.038
|
$0.004
|
17
|
|
2017 Fiscal Year
|
|
|
|
High
|
Low
|
|
January 1, 2017 -
March 31, 2017
|
$0.005
|
$0.002
|
|
October 1, 2016 -
December 31, 2016
|
$0.012
|
$0.002
|
|
July 1, 2016 -
September 30, 2016
|
$0.013
|
$0.003
|
|
April 1, 2016 -
June 30, 2016
|
$0.100
|
$0.007
|
As of
March 31,2018, there were approximately 549 holders of record of
the Company’s common stock, and 2,169,661,318 shares
outstanding.
Dividends
The
Company has never declared or paid any cash or stock dividends on
its common stock. The Company currently intends to retain future
earnings, if any, to finance the expansion of its business. As a
result, the Company does not anticipate paying any cash dividends
in the foreseeable future.
Securities Authorized for Issuance Under Equity Compensation
Plans
Equity Compensation Plan Information
The
following table summarizes the equity compensation plans under
which our securities may be issued as of March 31,
2018.
|
Plan Category
|
Number of
securities to be issued upon exercise of outstanding options and
warrants
|
Weighted-average
exercise price of outstanding options and warrants
|
Number of securities
remaining available for future issuance underequity compensation
plans
|
|
Equity compensation
plans approved by security holders
|
0
|
N/A
|
0
|
|
Equity compensation
plan not approved by security holders
|
35,000
|
$10.00
|
18,348
|
Recent Sales of Unregistered Securities
During
the three months ended March 31, 2018 the Company issued 20,000,000
shares of common stock in exchange for $425,000 of cash
proceeds.
Effective
September 1, 2017 the Company issued 667,000 shares of common stock
with a value of $18,676 for consulting services.
The
above shares were issued as a result of an arm’s-length
negotiation directly with the recipient in reliance on the
exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended, for transactions not involving
any public offering. No advertising or general solicitation was
employed in offering the securities. No underwriter participated in
the offer and sale of these securities, and no commission was paid
or given directly or indirectly in connection
therewith.
ITEM 6. SELECTED FINANCIAL DATA
As the
Company is a Smaller Reporting Company (as defined by Rule
229.10(f)(1)), the Company is not required to provide the
information under this item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
18
Plan of Operations
With
the re-brand of Wealth Generators successfully completed to Kuvera,
we will shift focus to the following strategic
activities:
●
Expand the Kuvera
brand and products to multiple countries with a priority of content
language translation.
●
Expand its
financial relationships to offer additional payment options for
Kuvera customers and additional payment options for Kuvera
affiliates/distributors.
●
Complete the
re-registration of SAFE Management LLC, a New Jersey based
Registered Investment Advisor wholly owned by the Company to
provide advisory services to strategic alliances identified by
Investview.
●
Continue to
identify and arrange potential acquisitions that will further
expand the services offered globally and acquire new and innovative
technologies in the education technical (ed-tech)
space.
●
Create a consistent
plan for country expansion and regulatory conformance.
●
During the re-brand
of the company’s websites and content delivery, a further
investment in infrastructure and network architecture was
implemented to address volume growth, increased security and
segmentation of information across multiple networks to increase
speed. This effort will continue to further increase security and
privacy of all information both content and customer related.
Cyber-security remains a major priority for the
company.
●
Additional plans to
expand compliance training, establish additional in-house control
of certain programming functions along with additional
vendors/partners to ensure maximum value in all third party
provided services is on-going.
●
Constant monitoring
and adjustment of Kuvera’s bonus plan to ensure cost of sales
is in-line with company target ranges.
●
With the
complexities of the transition and re-branding behind us, our eye
is towards profitability and further refining the Investview
vision, mission and objectives.
Below
we have described revenues and significant operating expenses for
comparable periods:
Revenues
Revenue,
net, increased $5,044,485, or 39%, from $12,872,947 for the year
ended March 31, 2017 to $17,917,432 for the year ended March 31,
2018. The majority of the increase
($4,017,853) can be explained by our introduction of cryptocurrency
mining services as a new product. The remainder of the increase was
due to a decrease in chargebacks and refunds from the prior year.
Our gross billings increased by 62%, or $9,066,248, to $23,644,412
in the year ended March 31, 2018 versus $14,578,164 in the year
ended March 31, 2017; however, this was offset by refunds,
incentives, credits, chargebacks, and amounts paid to
suppliers.
Operating Costs
Operating
costs increased $13,782,979, or 93%, from $14,810,607 for the year
ended March 31, 2017 to $28,593,586 for the year ended March 31,
2018. This was due to an increase in our cost of sales and service
of $5,850,248, an increase in commissions of $4,859,271, an
increase in professional fees of $1,655,523, and an increase in
general and administrative costs of $1,111,464. The increases could
mostly be explained by our issuance of 174,375,333 million shares being issued in
exchange for entering into a license agreement, a cloud mining
agreement, and several consulting agreements, resulting in
$6,846,059 worth of expense being recorded during the year ended
March 31, 2018. Additionally, there were increases in commissions
due to increasing revenues, the growth of the distribution network,
and bonus programs in place that did not exist in the prior year.
Lastly, there were increases due to larger amounts paid for
increasing marketing and development efforts, as well as increases
in accounting, audit, and legal fees associated with our reverse
acquisition that was effective April 1, 2017, our public company
filing requirements, and our agreements entered into during the
period.
Other Income (Expense)
Other
income (expense) went from $(485,504) for the year ended March 31,
2017 to $(4,212,273) for the year ended March 31, 2018.
The increase is due to the loss on
debt extinguishment and the loss on spin-off of operations during
the year ended March 31, 2018, as compared to no such expense in
the prior period. Additionally, during the year ended March 31,
2018, we issued 239,575,884 shares of our common stock in
settlement of debt, wherein accrued liabilities, principal, accrued
interest, and derivative liabilities were extinguished in the
amounts of $430,892, $2,348,606, $20,696, and $38,557,
respectively, and we recognized a loss on the settlement of debt in
the amount of $3,186,394 in the statement of
operations.
19
Additionally, on June 6, 2017, under an Acquisition Agreement with
Market Trend Strategies, we spun-off the operations that existed
prior to the merger with Wealth Generators, LLC and sold the
intangible assets used in those pre-merger operations in exchange
for Market Trend assuming $419,139 in liabilities that had been on
the books pre-merger. Accordingly, we recorded a gain on the
settlement of debt of $419,139 for the liabilities assumed by
Market Trend and wrote off goodwill of $1,118,609 as a loss on
spin-off of operations.
Liquidity and Capital Resources
During the year ended March 31, 2018, we incurred a loss of
$14,913,016. However, only $1,045,665 was cash related. This
negative cash flow was funded by borrowing $498,380 from related
parties, proceeds of $1,675,000 from new lending arrangements, and
proceeds of $3,121,776 from the sale of common stock, offset by
repayments of $1,316,500 to related parties and $1,424,578 on debt.
As a result, our cash and cash equivalents increased by $1,498,070
to $1,490,686 as compared to $1,616 at the beginning of the fiscal
year.
As of
March 31, 2018, our current liabilities exceeded our current assets
equal to a working capital deficit of $3,919,260. A year ago, at
March 31, 2017, the working capital deficit was $4,247,684. Most
significantly, our debt was reduced through conversions into common
stock, stock issued for liabilities and for services, and debt paid
off during the year ended March 31, 2018.
The
above matters, among others, raise substantial doubt about our
ability to continue as a going concern. During the year ended March
31, 2018, we raised $498,380 in cash
proceeds from related parties, $1,675,000 in cash proceeds from new
lending arrangements, and $3,121,776 from the sale of common stock.
Additionally, during the year ended March 31, 2018, we exchanged
$2,322,606 worth of debt into shares of common stock. Going forward
we plan to reduce obligations with cash flow provided by operations
and pursue additional debt and equity financing; however, we cannot
assure that funds will be available on terms acceptable to us, or
if available, will be sufficient to enable us to fully complete our
development activities or sustain operations. Nevertheless, the
shortage of working capital adversely affects our ability to
develop or participate in activities that promote our business,
because a substantial portion of cash flow goes to reduce debt
rather than to advance operating activities. To address this, we
have implemented a series of adjustments to its
affiliate/distributor bonus plan. These adjustments are designed to
bring the maximum payout percentage in line with company
objectives. During the period, the bonus plan exceeded maximum
payout on three occasions and consistently paid out near the
maximum percentage. We believe the adjustments initiated will
reduce the payout slowly over a three-month period with payout
percentages closer to 60%.
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 a number of
significant accounting policies affecting our consolidated
financial statements; we believe the following critical accounting
policy involves the most complex, difficult and subjective
estimates and judgments.
Basis of Accounting
The Company’s policy is to prepare its 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, Kuvera, LLC,
Investment Tools & Training, LLC, Razor Data Corp., and SAFE
Management, LLC. We have determined that one affiliated entity,
Kuvera LATAM S.A.S., which we conduct business with, is a variable
interest entity and we are the primary beneficiary of the entities
activities. As a result, we have consolidated the accounts of this
variable interest entity into the accompanying consolidated
financial statements. All intercompany transactions and balances
have been eliminated in consolidation.
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.
20
Revenue Recognition
We
recognize revenue in accordance with FASB ASC Subtopic 605-10,
Revenue Recognition, which requires that four basic criteria must
be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred
or services have been rendered; (3) the selling price is fixed
and determinable; and (4) collectability is reasonably
assured.
The
majority of our revenue is generated by subscription sales and
payment is received at the time of purchase. We recognize revenue
for subscription sales over the subscription period and deferred
revenue is recorded for the portion of the subscription period
subsequent to each reporting date. Additionally, we offer a 10-day
trial period to subscription customers, during which a full refund
can be requested if a customer does not like the product. Revenues
are deferred during the trial period as collectability cannot be
reasonably assured until that time has passed. Revenues are
presented net of sales incentives, credits, known and estimated
refunds, and known and estimated credit card
chargebacks.
We
generate revenue from the sale of cryptocurrency mining services to
our customers through our arrangement with a third-party supplier.
We report net revenue retained at the time of purchase which
represents our fees earned as an agent.
Revenue
generated for the years ended March 31, 2018 and 2017, is as
follows:
|
|
March 31,
2018
|
March 31,
2017
|
||||
|
|
Subscription
Revenue
|
Cryptocurrency
Mining
Revenue
|
Total
|
Subscription
Revenue
|
Cryptocurrency
Mining
Revenue
|
Total
|
|
Gross
billings
|
$14,758,614
|
$8,885,798
|
$23,644,412
|
$14,578,164
|
$-
|
$14,578,164
|
|
Refunds, incentives, credits, and
chargebacks
|
(859,035)
|
-
|
(859,035)
|
(1,705,217)
|
-
|
(1,705,217)
|
|
Amounts paid to
supplier
|
-
|
(4,867,945)
|
(4,867,945)
|
-
|
-
|
-
|
|
Net revenue
|
$13,899,579
|
$4,017,853
|
$17,917,432
|
$12,872,947
|
$-
|
$12,872,947
|
Recent Accounting Pronouncements
In May
2014, the FASB issued Accounting Standards Update
(“ASU”) 2014-09, Revenue from Contracts with Customers
(Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606
and establishes a new control-based revenue recognition model,
changes the basis for deciding when revenue is recognized over time
or at a point in time, provides new and more detailed guidance on
specific topics, and expands and improves disclosures about
revenue. In addition, ASU 2014-09 adds a new Subtopic to the
Codification, ASC 340-40, Other Assets and Deferred Costs:
Contracts with Customers, to provide guidance on costs related to
obtaining a contract with a customer and costs incurred in
fulfilling a contract with a customer that are not in the scope of
another ASC Topic. The guidance in ASU 2014-09 is effective for
public entities for annual reporting periods beginning after
December 15, 2017, including interim periods therein. Early
application is not permitted. Management is in the process of
assessing the impact of ASU 2014-09 on the Company’s
financial statements.
Off-Balance Sheet Arrangements
The
Company does not have any off-balance sheet arrangements that are
reasonably likely to have a current or future effect on our
financial condition, revenues, and results of operations, liquidity
or capital expenditures.
Trends, Risks and Uncertainties
We have
sought to identify what we believe to be the most significant risks
to our business, but we cannot predict whether, or to what extent,
any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should
carefully consider all of such risk factors before making an
investment decision with respect to our Common Stock.
Cautionary Factors That May Affect Future Results
We have
sought to identify what we believe are significant risks to our
business, but we cannot predict whether, or to what extent, any of
such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise.
Potential Fluctuations in Annual Operating Results
Our
annual operating results may fluctuate significantly in the future
as a result of a variety of factors, most of which are outside our
control, including: the demand for our products and services;
seasonal trends in purchasing, the amount and timing of capital
expenditures and other costs relating to the commercial and
consumer financing; price competition or pricing changes in the
market; technical difficulties or system downtime; general economic
conditions and economic conditions specific to the consumer
financing sector.
21
Our
annual results may also be significantly impacted by the accounting
treatment of acquisitions, financing transactions or other matters.
Particularly at our early stage of development, such accounting
treatment can have a material impact on the results for any
quarter. Due to the foregoing factors, among others, it is likely
that our operating results may fall below our expectations or those
of investors in some future quarter.
Management of Growth
We may
experience growth, which will place a strain on our managerial,
operational and financial systems resources. To accommodate our
current size and manage growth if it occurs, we must devote
management attention and resources to improve our financial
strength and our operational systems. Further, we will need to
expand, train and manage our sales and distribution base. There is
no guarantee that we will be able to effectively manage our
existing operations or the growth of our operations, or that our
facilities, systems, procedures or controls will be adequate to
support any future growth. Our ability to manage our operations and
any future growth will have a material effect on our
stockholders.
If we
fail to remain current on our reporting requirements, we could be
removed from the OTC Bulletin Board which would limit the ability
of broker-dealers to sell our securities and the ability of
stockholders to sell their securities in the secondary
market.
Companies
trading on the OTC Bulletin Board, such as us, must be reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as
amended, and must be current in their reports under Section 13, in
order to maintain price quotation privileges on the OTC Bulletin
Board. If we fail to remain current on our reporting requirements,
we could be removed from the OTC Bulletin Board. 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
As a
smaller reporting company, as defined in Rule 12b-2 of the Exchange
Act, we are not required to provide the information required by
this Item.
ITEM 8. FINANCIAL STATEMENTS
The
financial statements begin on Page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to
ensure that material information required to be disclosed in our
periodic reports filed under the Securities Exchange Act of 1934,
as amended, or 1934 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 acting 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 (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 1934 Act, as of the end of the period covered by this report.
Based on this evaluation, because of the Company’s limited
resources and limited number of employees, management concluded
that our disclosure controls and procedures were ineffective as of
March 31, 2018.
Management’s Report on Internal Control over Financial
Reporting
Our
management is responsible for establishing and maintaining adequate
internal control over financial reporting. The Company’s
internal control over financial reporting is designed to provide
reasonable assurances regarding the reliability of financial
reporting and the preparation of the financial statements of the
Company 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.
22
With
the participation of our Chief Executive Officer and Acting Chief
Financial Officer (principal financial officer), our management
conducted an evaluation of the effectiveness of our internal
control over financial reporting as of March 31, 2018 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 and the
material weaknesses described below, management concluded that the
Company did not maintain effective internal control over financial
reporting as of March 31, 2018 based on the COSO framework
criteria. Management has identified the following material
weaknesses in internal control over financial reporting: 1) The
Company lacks controls to ensure they are adequately capturing
their liabilities at each reporting date. 2) The Company does not
have the appropriate processes or controls in place to efficiently
or timely match transactions within their accounting system to
their back-end operating system. 3) The Company lacks the processes
and controls necessary to timely reconcile their accounts and to
adequately analyze complex disclosure and presentation issues.
Management of the Company believes that these material weaknesses
have been due to the small size of the Company’s accounting
staff and reliance on outside consultants for external
reporting.
In
light of the above-mentioned material weaknesses, we performed
additional analyses and procedures in order to conclude that our
consolidated financial statements for the year ended March 31, 2018
included in this Annual Report on Form 10-K were fairly stated in
accordance with US GAAP.
This
annual report does not include an attestation report of our
registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission 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 Acting Chief
Financial Officer (principal financial officer), does not expect
that our disclosure controls and procedures or our internal
controls will prevent all errors and all fraud. A control system,
no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system
must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company
have been detected. These inherent limitations include, but are not
limited to, the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or
mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more
people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions
about the likelihood of future events and there can be no assurance
that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, controls may become
inadequate because of changes in conditions, or the degree of
compliance with the policies or procedures may deteriorate. Because
of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be
detected.
Changes in Internal Controls
During
the fiscal quarter ended March 31, 2018, there have been no changes
in our internal control over financial reporting that have
materially affected or are reasonably likely to materially affect
our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
23
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 during the 2018 Fiscal
Year.
|
Name
|
|
Age
|
|
Position
|
|
Ryan
Smith
|
|
52
|
|
Chief
Executive Officer and Director
|
|
Annette
Raynor
|
|
54
|
|
Chief
Operating Officer and Director
|
|
Chad
Miller
|
|
53
|
|
Director
|
|
William
Kosoff *
|
|
76
|
|
Acting
Chief Financial Officer and Former Director
|
|
Dr.
Joseph J. Louro*
|
|
62
|
|
Former
Chief Executive Officer and Former Chairman of the
Board
|
*
Resigned as an executive officer and/or director.
Background of Executive Officers and Directors
Ryan Smith. Mr. Smith has served as director and Chief
Executive officer since March 31, 2017. Since 2013, Mr. Smith has
served as the Chief Executive Officer of Kuvera, LLC, formerly
Wealth Generators, LLC. Mr. Smith received his BS from The
University of Utah in 2003.
Annette Raynor. Ms. Raynor has served as the Company’s
Chief Operating Officer since March 31, 2017 and as a director
since June 6, 2017. Since 2013, Ms. Raynor has served as the
Chief Operating Officer of Kuvera, LLC, formerly Wealth Generators,
LLC, the Company’s wholly owned subsidiary. Ms. Raynor holds
her Series 65 Registered Investment Advisor license and is a
licensed realtor in the State of New Jersey.
Chad Miller. Mr. Miller was appointed as a director on
June 6, 2017. Mr. Miller co-founded Kuvera, LLC, formerly Wealth
Generators, LLC in 2013. Prior to 2013, Mr. Miller held his Series
63 – Uniform Securities License, Series 7 General Securities
License and Series 24 General Securities Principal License and was
employed by various brokerage firms from 1999 through
2010.
William C. Kosoff – Chief Financial Officer and
Director. From September 2006 Mr. Kosoff has been a Director of the
Company, and served in various positions including Chief Financial
Officer, Secretary, and Treasurer during the past seven years. He
had a break in service as an officer and employee from December
2012 to April 2013 when he returned and currently serves again as
Acting Chief Financial Officer. He was in the high technology
industry for 45 years serving in Engineering, Marketing, Sales, and
Senior Management positions with Rockwell International from 1960
to 1984. In 1984, he co-founded Telenetics Corp as President and
Chief Executive Officer. In 1987 Telenetics became public through
an IPO on NASDAQ and was acquired in 2006 by a private firm. Mr.
Kosoff received his Bachelor of Arts in Physics from California
State University in 1978 and earned a Professional Certificate in
Accounting from New York University in 2010.
Our
directors are elected for a term of one year and/or until their
successors qualified, nominated, and elected.
Role of the Board
It is
the paramount duty of the Board to oversee the Company’s
Chief Executive Officer (the “CEO”) and other senior
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 the Company is committed to business
success through maintenance of ambitious standards of
responsibility and ethics.
The
Board met formally a total of two times during fiscal
2018.
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.
24
Audit Committee
The
Company currently does not have a designated Audit Committee, and
accordingly, the Company's Board of Directors' policy is to
pre-approve 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.
Pre-approval is generally provided for up to one year and any
pre-approval 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 pre-approve particular services on
a case-by-case basis.
Compensation Committee
The
Company currently does not have a designated Compensation
Committee, and accordingly, the Company's Board of Directors' will
approve all compensation matters until such committee is
established and approved.
Code of Ethics
The
Company has a code of ethics that applies to all of the
Company’s employees, including its principal executive
officer, principal financial officer and principal accounting
officer, and the Board. A copy of this code is available in the
Employee Handbook. The Company intends to disclose any changes in
or waivers from its code of ethics by posting such information on
its website or by filing a Form 8-K.
Section 16(a) Compliance
Section
16(a) of the Securities Exchange Act of 1934, requires our
directors, executive officers and persons who own more than 10% of
our common stock to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other of
our equity securities. During the year ended March 31, 2018, our
officers, directors and 10% stockholders made the required filings
pursuant to Section 16(a).
ITEM 11. EXECUTIVE COMPENSATION
Directors’ Compensation
There
was no Compensation for the three Directors during the year ending
March 31, 2018.
Executive Officers’ Compensation
The
following table sets forth information concerning the annual and
long-term compensation earned by or paid to our Chief Executive
Officer and to other persons who served as executive officers as at
and/or during the fiscal year ended March 31, 2018 or who earned
compensation exceeding $100,000 during fiscal year 2018 (the
“named executive officers”), for services as executive
officers for the last two fiscal years.
25
Summary
Compensation Table
|
Name and
Principal Position
|
Fiscal
Year
|
Salary
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
Change in
Pension Value and Non Qualified Deferred Compensation
Earnings
|
All Other
Compensation
|
|
|
|
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Joseph J.
Louro
|
2017
|
150,000 [1]
|
-
|
-
|
-
|
|
-
|
150,000
|
|
Former CEO
and
|
2018
|
- [1]
|
-
|
-
|
-
|
|
-
|
-
|
|
Chairman
|
|
|
|
|
|
|
|
|
|
William C.
Kosoff
|
2017
|
95,704 [2]
|
-
|
-
|
-
|
27,500
|
-
|
127,250
|
|
Acting
CFO
|
2018
|
52,000 [2]
|
-
|
-
|
-
|
-
|
-
|
52,000
|
|
Ryan
Smith
|
2017
|
80,000 [3]
|
-
|
-
|
-
|
115,000
|
-
|
195,000
|
|
CEO &
Founder
|
2018
|
217,500 [3]
|
-
|
-
|
-
|
-
|
111,935 [3]
|
329,435
|
|
Annette
Raynor
|
2017
|
80,000 [4]
|
-
|
-
|
-
|
115,000
|
-
|
195,000
|
|
COO &
Founder
|
2018
|
207,500 [4]
|
-
|
-
|
-
|
-
|
103,935 [4]
|
311,435
|
|
Chad
Miller
|
2017
|
40,000 [5]
|
-
|
-
|
-
|
155,000
|
-
|
195,000
|
|
Director &
Founder
|
2018
|
217,500 [5]
|
-
|
-
|
-
|
-
|
106,935 [5]
|
324,435
|
|
Mario
Romano
|
2017
|
80,000 [6]
|
-
|
-
|
-
|
115,000
|
-
|
195,000
|
|
Director of Finance
& Founder
|
2018
|
207,500 [6]
|
-
|
-
|
-
|
-
|
103,935 [6]
|
311,435
|
[1]
Dr. Louro did not
receive any cash compensation during the year ended March 31, 2017
and settled his accrued $150,000 for 3,000,000 shares of
Investview’s restricted common stock. On April 6, 2017, Dr. Joseph Louro voluntarily
resigned as Chairman and CEO and received no compensation during
the year ended March 31, 2018.
[2]
William Kosoff was not compensated with any cash for
salary during the year ending March 31, 2017. He accrued $95,704
which was settled for 1,914,080 shares of Investview’s
restricted common stock.
[3]
A
portion of Ryan Smith's compensation was paid to Kays Creek
Capital, an entity in which Ryan Smith is an owner.
[4]
A
portion of Annette Raynor's compensation was paid to Wealth
Engineering LLC, an entity in which Annette Raynor is a 50%
owner.
[5]
A
portion of Chad Miller's compensation was paid to Kays Creek
Capital and MILCO, entities in which Chad Miller is an
owner.
[6]
A
portion of Mario Romano’s compensation was paid to Wealth
Engineering LLC, an entity in which Mario Romano is a 50%
owner.
26
Outstanding
Equity Awards at Fiscal Year-End Table
|
Option Awards
|
Stock Awards
|
|||||||||
|
Name
|
|
Number of
Securities Underlying Unexercised Options (#)
Exercisable
|
Number of
Securities Underlying Unexercised Options
(#)Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number of
Shares or Units of Stock That Have Not Vested
(#)
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or
Other Rights That Have Not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned
Shares, Units or Other Rights That Have Not Vested
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONE
|
|
|
|
|
|
|
|
|
Employment Agreements and Revenue Share Agreements
The
four Founders, Ryan Smith, Chief Executive Officer; Chad Miller,
Chief Visionary Officer; Annette Raynor, Chief Operating Officer;
and Mario Romano, Director of Finance and Investor Relations all
entered into “FOUNDER EMPLOYMENT AGREEMENTS” effective
October 1, 2017.
The
terms and covenants in the four agreements are the same for each of
the Founders and have a term of five years that automatically renew
for three successive five-year terms unless terminated prior to the
90th day
following the expiration of the applicable term. The Founders shall
be paid an annual salary of $225,000 with annual reviews by the
board of directors or the designated compensation committee to
determine whether an increase in salary is appropriate based on
Employer's results of operations, increased activities or
responsibilities of the Founder, or such other factors as the board
of directors or the designated compensation committee thereof may
deem appropriate. In addition, the Founders shall be entitled to
receive health fringe benefits that are generally available to the
Company’s employees.
The
FOUNDER’S REVENUE AGREEMENTS (the “Agreements”)
were entered into on October, 11 2017, by and among INVESTVIEW INC.
a Nevada corporation (the “Company”), and Chad Miller,
Annette Raynor, Mario Romano, and Ryan Smith (each a
“Founder,” and together the
“Founders”).
As
consideration for their efforts in founding Wealth Generators LLC,
beginning January 1, 2018, for the month ended December 31, 2017,
each of the Founders shall have the right to receive three-quarters
of one percent (0.75%) of the Company’s top-line revenue,
which shall be calculated and paid on a monthly basis. This right
shall be permanent and irrevocable, is not connected in any manner
to the Founder’s employment with the Company and shall be
treated as a portion of the Founder’s estate if it has not
been assigned by the Founder prior to the Founder’s
death.
William
Kosoff
As of April 3, 2017, upon the reverse acquisition of Wealth
Generators LLC, Mr. Kosoff was appointed as the Acting Chief
Financial Officer and resumed payroll as an employee at a mutually
agreed reduced rate. In the
event the employee resigns without good reason with 90 days written
notice or is terminated for cause (willful misconduct) with 30 days
written notice, the employee is entitled to all accrued and unpaid
compensation as of the date of such termination and expense
reimbursement.
Dr.
Joseph Louro
On
April 6, 2017, Dr. Joseph Louro voluntarily resigned as Chairman
and CEO and as a result the employment agreement with Dr. Louro has
been terminated.
27
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table provides information as to shares of common stock
beneficially owned as of May 31, 2018 by:
●
Each
director;
●
Each officer named
in the summary compensation table;
●
Each person owning
of record or known by us, based on information provided to us by
the persons named below, to own beneficially at least 5% of our
common stock; and
●
All directors and
executive officers as a group.
|
Name of
Beneficial Owner [1]
|
Common Stock
Beneficially Owned
|
Percentage of
Common Stock [2]
|
|
Chad Miller,
Chairman [1], [3]
|
631,874,710
|
29.12%
|
|
Ryan Smith, CEO and
Director [1], [3]
|
631,874,710
|
29.12%
|
|
Annette Raynor, COO
and Director [1], [4]
|
215,356,942
|
9.93%
|
|
Mario Romano,
Co-Founder and Treasurer
|
215,356,942
|
9.93%
|
|
William C. Kosoff,
Acting CFO [1]
|
3,970,680
|
<1%
|
|
CR Capital Holdings
LLC [3]
|
631,874,710
|
29.12%
|
|
Wealth Engineering
LLC [4]
|
110,356,942
|
5.09%
|
|
Wealth Colony LLC
[5]
|
101,900,708
|
4.69%
|
|
All Officers and
Directors as a group (4 Persons)
|
851,211,332
|
39.23%
|
[1]
Except as otherwise
indicated, the address of each beneficial owner is c/o Investview,
Inc., 12 South 400 West, Salt Lake City, Utah 84101
[2]
Applicable
percentage ownership is based on 2,169,661,318 shares of common
stock outstanding as of June 19, 2018, together with securities
exercisable or convertible into shares of common stock within 60
days of June 19, 2018 for each stockholder. Beneficial ownership is
determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock that are
currently exercisable or exercisable within 60 days of June 19,
2018 are deemed to be beneficially owned by the person holding such
securities for the purpose of computing the percentage of ownership
of such person but are not treated as outstanding for the purpose
of computing the percentage ownership of any other
person.
[3]
Ryan Smith and Chad
Miller each own 50% of CR Capital Holdings LLC and, as a result,
have voting and dispositive control of the securities and are
deemed to be the beneficial owner of such shares of common
stock.
[4]
Mario Romano and
Annette Raynor each own 50% of Wealth Engineering LLC and, as a
result, have voting and dispositive control of the securities and
are deemed to be the beneficial owner of such 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 voting securities
of the Company is a party adverse to the Company or has a material
interest adverse to the Company.
28
Securities authorized for issuance under equity compensation
plans
The
following table provides certain information as of March 31, 2018
with respect to all compensation plans under which shares of our
common stock are authorized for issuance.
|
(a)
|
(b)
|
(c)
|
(d)
|
|
|
Number of
securities to be issued upon exercise of outstanding options,
warrants and rights andvesting of restricted stock awards
(#)
|
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 (b))
(#)
|
|
All equity
compensation plans approved by security holders
|
NONE
|
|
|
|
|
|
|
|
|
Equity compensation
plans not approved by security holders
|
NONE
|
—
|
—
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
Our
related party payables consisted of the following:
|
|
Year Ended March
31,
|
|
|
|
2018
|
2017
|
|
Short term advances
[1]
|
$1,880
|
$100,000
|
|
Revenue-based
funding agreement entered into on 11/8/15 [2]
|
-
|
180,000
|
|
Short-term
promissory note entered into on 9/13/16 [3]
|
-
|
150,000
|
|
Promissory note
entered into on 11/15/16 [4]
|
-
|
895
|
|
Promissory note
entered into on 3/15/17 [5]
|
-
|
375,000
|
|
|
$1,880
|
$805,895
|
[1]
We periodically receive advances for operating
funds from our current majority shareholders (former members of
Wealth Generators prior to the reverse acquisition) and other
related parties, including entities that are owned, controlled, or
influenced by our owners or management. These advances are due on
demand, generally have no set interest rates associated with them,
and are unsecured. During the year ended March 31, 2018, we
received $498,380 in cash proceeds from advances, incurred
$64,605 in interest, and repaid
related parties a total of $661,105.
[2]
On
November 16, 2015, then a majority member of Wealth Generators
(pre-reverse acquisition) and currently a majority shareholder
advanced funds of $150,000 under a Revenue-based Funding Agreement,
which required that beginning December 30, 2015, we would pay an
amount equal to 2% of our top-line revenue generated from the prior
month to reduce the loan until the lender had received $450,000.
During the year ended March 31, 2018, we agreed to issue 10,000,000
shares of common stock to extinguish $90,000 in debt and to pay
$15,000 per month for six months, for a total of $90,000, under a
Conversion Agreement. We repaid $90,000 in cash during the year
ended March 31, 2018.
[3]
A
member of the senior management team has continuously advanced
funds of $150,000 at various times, beginning on September 14,
2016, under short-term Promissory Notes and their applicable
amendments. All of the notes carry the same terms, have a fixed
interest payment of $7,500, and are generally due in less than four
weeks. Under this arrangement, during the year ended March 31,
2018, we incurred $27,000 of interest and repaid a total of
$177,000.
[4]
We
entered into a Promissory Note for $94,788 with a company owned by
immediate family members of two members of our executive management
team. Funds were advanced to us on November 16 and December 16,
2016, in the amounts of $78,750 and $16,038, respectively. The
Promissory Note had a 12-month term, an annual interest rate of 8%,
and no prepayment penalty. During the year ended March 31, 2017, we
incurred $895 in interest expense on the note and repaid the entire
principal balance of $94,788. During the year ended March 31, 208
we repaid the remaining interest balance of $895.
[5]
A
company that was a majority member of Wealth Generators
(pre-reverse acquisition) and is currently a majority shareholder
entered into a Promissory Note in the amount of $300,000, advancing
funds on March 17, 2017. The note had a fixed interest amount of
$75,000 and matured on September 16, 2017, but was extended
initially through November 16, 2017, and then extended a second
time through December 31, 2017. An additional $12,500 in interest
was incurred for the second extension and total repayments of
$387,500 were made on this arrangement during the year ended March
31, 2018.
29
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The
following is a summary of the fees billed to the Company for
professional services rendered for the fiscal years ended March 31,
2018 and 2017.
|
|
March 31,
2018
|
March 31,
2017
|
|
Audit
Fees
|
$153,000
|
$57,500
|
|
Audit Related
Fees
|
7,800
|
-
|
|
Tax
Fees
|
3,000
|
-
|
|
All Other
Fees
|
-
|
-
|
|
Total
|
$163,800
|
$57,500
|
AUDIT FEES. Consists of fees billed for professional
services rendered for the audit of Investview, Inc.'s consolidated
financial statements and review of the interim consolidated
financial statements included in quarterly reports and services in
connection with statutory and regulatory filings or
engagements.
AUDIT-RELATED FEES. Consists of fees billed for assurance
and related services that are reasonably related to the performance
of the audit or review of Investview, Inc.’s 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. There were no management
consulting services provided in fiscal 2016 or 2017.
POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE
NON-AUDIT SERVICES OF INDEPENDENT AUDITORS
The
Company currently does not have a designated Audit Committee, and
accordingly, the Company's Board of Directors' policy is to
pre-approve 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.
Pre-approval is generally provided for up to one year and any 8
pre-approval 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 pre-approve particular services on
a case-by-case basis.
30
Item 15. Exhibits
|
Exhibit Number*
|
|
Title of Document
|
|
Location
|
|
|
|
|
|
|
|
Item 2
|
|
Plan
of Acquisition, Reorganization, Arrangement, Liquidation or
Succession
|
|
|
|
|
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
|
|
|
|
|
Articles of
Incorporation
|
|
Incorporated
by reference to the Form 10SB12G filed August 12, 1999
|
|
|
|
Articles of
Amendments to the Articles of Incorporation
|
|
Incorporated
by reference to the Form 10SB12G filed August 12, 1999
|
|
|
|
Bylaws
|
|
Incorporated
by reference to the Form 10SB12G filed August 12, 1999
|
|
|
3.04
|
|
Amendment to
Articles of Incorporation or by-laws
|
|
Incorporated
by reference to the Current Report on Form 8-K filed February 15,
2007
|
|
|
Certificate of
Change filed pursuant to NRS 78.209
|
|
Incorporated
by reference to the Current Report on Form 8-K filed April 6,
2012
|
|
|
|
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
|
|
|
|
Certificate of
Amendment to Articles of Incorporation
|
|
Incorporated
by reference to the Definitive Information Statement filed December
20, 2017
|
|
|
Item 4
|
|
Instruments
Defining the Rights of Security Holders, including
indentures
|
|
|
|
|
Common
Stock Specimen
|
|
Incorporated
by reference to the Registration Statement on Form S-1 filed
January 12, 2018.
|
|
|
|
Form of
Common Stock Purchase Warrant issued to Allied Global Ventures
LLC
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 8,
2013
|
|
|
|
Form of
Common Stock Purchase Warrant
|
|
Incorporated
by reference to the Current Report on Form 8-K filed June 11,
2014
|
|
|
|
Form of
Common Stock Purchase Warrant – September 30,
2014
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 7,
2014
|
|
|
Item 10
|
|
Material
Contracts
|
|
|
|
|
Employment
Agreement between InvestView, Inc. and William Kosoff, entered
February 7, 2007**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed February 12,
2007
|
|
|
|
2014
Incentive Stock Plan**
|
|
Incorporated
by reference to the Registration Statement on Form S-8 filed
December14, 2014
|
|
|
|
Stipulation of
Settlement entered with Evenflow Funding, LLC
|
|
Incorporated
by reference to the Form 8-K Current Report filed on October 16,
2014
|
|
|
|
Form of
Conversion Agreement dated June 6, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed June 12,
2017
|
|
|
|
Agreement entered
into with CTB Rise International Inc. dated June 7,
2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed June 12,
2017
|
|
|
|
Founder
Employment Agreement between InvestView, Inc. and Ryan Smith,
entered October 10, 2017**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13,
2017
|
|
|
|
Founder
Employment Agreement between InvestView, Inc. and Annette Raynor,
entered October 10, 2017**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13,
2017
|
|
|
|
Founder
Employment Agreement between InvestView, Inc. and Chad Miller,
entered October 10, 2017**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13,
2017
|
|
|
|
Founder
Employment Agreement between InvestView, Inc. and Mario Romano,
entered October 10, 2017**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13,
2017
|
|
|
|
Founder
Revenue Agreement among InvestView, Inc. and Chad Miller, Annette
Raynor, Mario Romano, and Ryan Smith**
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 13,
2017
|
|
|
|
Contribution and
Exchange Agreement between InvestView, Inc. and HODO-mania, Inc.,
entered October 20, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed October 27,
2017
|
|
|
|
Product
Contribution Agreement between InvestView, Inc. and Priam
Technologies, Inc., entered November 13, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed November 15,
2017
|
|
|
|
Exclusive License
Agreement between InvestView, Inc. and Binnacle Research Marketing,
Inc., entered November 13, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed November 15,
2017
|
|
|
|
Product
Contribution Agreement between InvestView, Inc. and WestMyn
Technology Services, Inc., entered November 13, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed November 15,
2017
|
31
|
|
Securities Purchase
Agreement between InvestView, Inc. and D-Beta One EQ, Ltd., entered
December 6, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed December 13,
2017
|
|
|
|
Registration Rights
Agreement between InvestView, Inc. and D-Beta One EQ, Ltd., entered
December 6, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed December 13,
2017
|
|
|
|
Standby
Equity Distribution Agreement between InvestView, Inc. and YAII PN,
Ltd., entered December 6, 2017
|
|
Incorporated
by reference to the Current Report on Form 8-K filed December 13,
2017
|
|
|
Item 21
|
|
Subsidiaries
of the Registrant
|
|
|
|
|
Schedule of
Subsidiaries
|
|
Incorporated
by reference to the Registration Statement on Form S-1 filed
January 12, 2018.
|
|
|
|
Name
change of subsidiary Wealth Generators LLC to Kuvera
LLC
|
|
Incorporated
by reference to the Current Report on Form 8-K filed March 1,
2018.
|
|
|
Item 23
|
|
Consents
of Experts and Counsel
|
|
|
|
23.01
|
|
Consent
of Independent Public Accounting Firm
|
|
This
filing. (Included on page F-2)
|
|
Item 31
|
|
|
|
|
|
|
Rule
13a-14a Certification of Principal Executive Officer
|
|
This
filing.
|
|
|
|
Rule
13a-14a Certification of Principal Financial Officer
|
|
This
filing.
|
|
|
|
Section
1350 Certification of the Principal Executive Officer
|
|
This
filing.
|
|
|
|
Section
1350 Certification of the Principal Financial Officer
|
|
This
filing.
|
|
|
Item 99
|
|
Miscellaneous
|
|
|
|
|
Audited
Financial Statements of Wealth Generators, LLC for the years ended
March 31, 2017 and 2016
|
|
Incorporated
by reference to the Current Report on Form 8-K/A filed June 30,
2017
|
|
|
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
|
_______________________
*
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 a
registration statement or Annual Report for purposes of Sections 11
or 12 of the Securities Act of 1933 or Section 18 of the Exchange
Act of 1934 and otherwise are not subject to
liability.
32
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:
June 29, 2018
|
By:
|
/s/ Ryan
Smith
|
|
|
|
Ryan
Smith
|
|
|
|
Chief
Executive Officer
|
|
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
Dated:
June 29, 2018
|
By:
|
/s/
William C. Kosoff
|
|
|
|
William
C. Kosoff
|
|
|
|
Acting
Chief Financial Officer
|
|
|
|
(Principal
Financial and Accounting Officer)
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates
indicated.
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
|
|
/s/
Ryan Smith
|
|
Chief
Executive Officer and Director
|
|
June
29, 2018
|
|
Ryan
Smith
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Chad Miller
|
|
Director
|
|
June
29, 2018
|
|
Chad
Miller
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Annette Raynor
|
|
Chief
Operating Officer and Director
|
|
June
29, 2018
|
|
Annette
Raynor
|
|
|
|
|
33
MARCH 31, 2018 AND 2017
FORMING A PART OF ANNUAL REPORT
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
INVESTVIEW, INC.
Index to Consolidated Financial Statements
|
|
|
Page
|
|
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
|
F-2
|
|
|
|
|
|
|
|
Consolidated
Balance Sheets as of March 31, 2018 and 2017
|
|
F-3
|
|
|
|
|
|
|
|
Consolidated
Statements of Operations for the years ended March 31, 2018 and
2017
|
|
F-4
|
|
|
|
|
|
|
|
Consolidated
Statements of Stockholders’ Deficit for the years ended March
31, 2018 and 2017
|
|
F-5
|
|
|
|
|
|
|
|
Consolidated
Statements of Cash Flows for the years ended March 31, 2018 and
2017
|
|
F-6
|
|
|
|
|
|
|
|
Notes
to Consolidated Financial Statements
|
|
F-7
|
|
F-1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and
Stockholders
of Investview, Inc.
Opinion on the Financial Statements
We have
audited the accompanying balance sheets of Investview, Inc. (the
Company) as of March 31, 2018 and 2017, and the related
consolidated statements of operations, stockholders’ deficit,
and cash flows for each of the years in the two-year period ended
March 31, 2018, and the related notes (collectively referred to as
the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of
the Company as of March 31, 2018 and 2017, and the results of its
operations and its cash flows for each of the years in the two-year
period ended March 31, 2018, in conformity with accounting
principles generally accepted in the United States of
America.
Basis for Opinion
These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a
public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the
PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
Consideration of the Company’s Ability to Continue as a Going
Concern
The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note
4 to the financial statements, the Company has suffered losses from
operations and its current cash flow is not enough to meet current
needs. This raises substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in
regards to this matter are also described in Note 4. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/
Haynie & Company
Haynie
& Company
Salt
Lake City, Utah
June
29, 2018
We have
served as the Company’s auditor since 2017.
F-2
INVESTVIEW, INC.
CONSOLIDATED BALANCE SHEETS
|
|
March
31,
|
March
31,
|
|
|
2018
|
2017
|
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$1,490,686
|
$1,616
|
|
Prepaid
assets
|
3,555
|
-
|
|
Receivables
|
472,557
|
444,610
|
|
Short term
advances
|
10,000
|
10,000
|
|
Short term advances
- related party
|
36,510
|
-
|
|
Other current
assets
|
480,370
|
-
|
|
Total
current assets
|
2,493,678
|
456,226
|
|
|
|
|
|
Fixed assets,
net
|
18,860
|
10,235
|
|
|
|
|
|
Other
assets:
|
|
|
|
Long term license
agreement, net
|
2,133,620
|
-
|
|
Deposits
|
4,500
|
6,000
|
|
Total
other assets
|
2,138,120
|
6,000
|
|
|
|
|
|
Total
assets
|
$4,650,658
|
$472,461
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts payable
and accrued liabilities
|
$5,352,073
|
$1,370,972
|
|
Deferred
revenue
|
863,740
|
433,298
|
|
Related party
payables
|
1,880
|
805,895
|
|
Debt, current
portion
|
195,245
|
2,093,745
|
|
Total
current liabilities
|
6,412,938
|
4,703,910
|
|
|
|
|
|
Total
liabilities
|
6,412,938
|
4,703,910
|
|
|
|
|
|
Commitments and
contingencies
|
-
|
-
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY (DEFICIT)
|
|
|
|
Preferred stock,
par value: $0.001; 10,000,000 shares authorized, none issued and
outstanding as of March 31, 2018 and 2017
|
-
|
-
|
|
Common stock, par
value $0.001; 10,000,000,000 shares authorized; 2,169,661,318 and
125,889,455 issued and 2,169,661,318 and 125,888,155 outstanding as
of March 31, 2018 and 2017, respectively
|
2,169,661
|
125,890
|
|
Additional paid in
capital
|
16,137,945
|
805,637
|
|
Treasury stock, 0
and 1,300 shares outstanding as of March 31, 2018 and 2017,
respectively
|
-
|
(8,589)
|
|
Accumulated other
comprehensive income
|
(2,483)
|
-
|
|
Accumulated
deficit
|
(20,067,403)
|
(5,154,387)
|
|
Total
stockholders' equity (deficit)
|
(1,762,280)
|
(4,231,449)
|
|
|
|
|
|
Total liabilities
and stockholders' equity (deficit)
|
$4,650,658
|
$472,461
|
The accompanying notes are an integral part of these consolidated
financial statements
F-3
INVESTVIEW, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
Year
Ended March 31,
|
|
|
|
2018
|
2017
|
|
|
|
|
|
Revenue:
|
|
|
|
Subscription
revenue, net of refunds, incentives, credits, and
chargebacks
|
$13,899,579
|
$12,872,947
|
|
Cryptocurrency
mining service revenue, net of amounts paid to
supplier
|
4,017,853
|
-
|
|
Total
revenue, net
|
17,917,432
|
12,872,947
|
|
|
|
|
|
Operating costs and
expenses:
|
|
|
|
Cost of sales and
service
|
6,713,097
|
862,849
|
|
Commissions
|
14,271,926
|
9,412,655
|
|
Selling and
marketing
|
454,225
|
500,032
|
|
Salary and
related
|
2,270,479
|
1,918,199
|
|
Professional
fees
|
2,572,831
|
917,308
|
|
General and
administrative
|
2,311,028
|
1,199,564
|
|
Total
operating costs and expenses
|
28,593,586
|
14,810,607
|
|
|
|
|
|
Net loss from
operations
|
(10,676,154)
|
(1,937,660)
|
|
|
|
|
|
Other income
(expense):
|
|
|
|
Loss on debt
extinguishment
|
(2,767,422)
|
-
|
|
Loss on spin-off of
operations
|
(1,118,609)
|
-
|
|
Realized loss on
cryptocurrency
|
(10,939)
|
-
|
|
Unrealized loss on
cryptocurrency
|
(135,729)
|
-
|
|
Interest expense -
related parties
|
(104,105)
|
(274,057)
|
|
Interest
expense
|
(74,976)
|
(205,327)
|
|
Other income
(expense)
|
(493)
|
(6,120)
|
|
Total
other income (expense)
|
(4,212,273)
|
(485,504)
|
|
|
|
|
|
Loss before income
taxes
|
(14,888,427)
|
(2,423,164)
|
|
|
|
|
|
Income tax
expense
|
(24,589)
|
(4,039)
|
|
|
|
|
|
Net
Loss
|
$(14,913,016)
|
$(2,427,203)
|
|
|
|
|
|
Loss per common
share, basic and diluted
|
$(0.01)
|
$(0.07)
|
|
|
|
|
|
Weighted average
number of common shares outstanding, basic and diluted
|
1,911,786,477
|
32,921,458
|
The accompanying notes are an integral part of these consolidated
financial statements
F-4
INVESTVIEW, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
|
|
|
|
|
Common
|
|
|
Accumulated
|
|
|
|
|
|
Additional
|
Stock
|
|
|
Other
|
|
|
|
Common
stock
|
Paid
in
|
Subscription
|
Treasury
|
Accumulated
|
Comprehensive
|
|
|
|
|
Shares
|
Amount
|
Capital
|
Receivable
|
Stock
|
Deficit
|
Income
|
Total
|
|
Balance, March 31,
2016
|
14,966,911
|
$14,967
|
$(686,028)
|
$(250,000)
|
$(8,589)
|
$(2,727,184)
|
$-
|
$(3,656,834)
|
|
Common stock issued for
cash
|
10,670,840
|
10,671
|
146,829
|
-
|
-
|
-
|
-
|
157,500
|
|
Common stock issued for
services
|
6,072,200
|
6,072
|
25,703
|
-
|
-
|
-
|
-
|
31,775
|
|
Common stock issued in payment of
compensation
|
21,069,580
|
21,070
|
962,666
|
-
|
-
|
-
|
-
|
983,736
|
|
Common stock issued for director
fees
|
400,000
|
400
|
25,400
|
-
|
-
|
-
|
-
|
25,800
|
|
Common stock issued in settlement
of debt
|
72,709,924
|
72,710
|
303,289
|
-
|
-
|
-
|
-
|
375,999
|
|
Reclass derivative liability to
equity upon convertible note payoff
|
-
|
-
|
277,778
|
-
|
-
|
-
|
-
|
277,778
|
|
Contributed
capital
|
-
|
-
|
(250,000)
|
250,000
|
-
|
-
|
-
|
-
|
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
(2,427,203)
|
-
|
(2,427,203)
|
|
Balance, March 31,
2017
|
125,889,455
|
125,890
|
805,637
|
-
|
(8,589)
|
(5,154,387)
|
-
|
(4,231,449)
|
|
Common stock issued for
cash
|
267,127,500
|
267,128
|
2,854,648
|
-
|
-
|
-
|
-
|
3,121,776
|
|
Common stock issued for license
agreement
|
80,000,000
|
80,000
|
2,176,000
|
-
|
-
|
-
|
-
|
2,256,000
|
|
Common stock issued for
services
|
94,375,333
|
94,375
|
6,632,860
|
-
|
-
|
-
|
-
|
6,727,235
|
|
Common stock issued in settlement
of debt
|
239,575,884
|
239,576
|
5,377,558
|
-
|
-
|
-
|
-
|
5,617,134
|
|
Wealth Generators reverse
acquisition
|
1,358,670,942
|
1,358,670
|
(804,759)
|
-
|
-
|
-
|
-
|
553,911
|
|
Offering
costs
|
4,273,504
|
4,273
|
(269,273)
|
-
|
-
|
-
|
-
|
(265,000)
|
|
Cancellation of
stock
|
(250,000)
|
(250)
|
250
|
-
|
-
|
-
|
-
|
-
|
|
Cancellation of treasury
stock
|
(1,300)
|
(1)
|
(8,588)
|
-
|
8,589
|
-
|
-
|
-
|
|
Price protection
guarantee
|
-
|
-
|
(626,388)
|
-
|
-
|
-
|
-
|
(626,388)
|
|
Foreign currency translation
adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,483)
|
(2,483)
|
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
(14,913,016)
|
-
|
(14,913,016)
|
|
Balance, March 31,
2018
|
2,169,661,318
|
$2,169,661
|
$16,137,945
|
$-
|
$-
|
$(20,067,403)
|
$(2,483)
|
$(1,762,280)
|
The accompanying notes are an integral part of these consolidated
financial statements
F-5
INVESTVIEW, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Year
Ended March 31,
|
|
|
|
2018
|
2017
|
|
CASH FLOWS FROM
OPERATING ACTIVITIES:
|
|
|
|
Net
loss
|
$(14,913,016)
|
$(2,427,203)
|
|
Adjustments
to reconcile net loss to net cash (used in) provided by operating
activities:
|
|
|
|
Depreciation
|
2,639
|
2,270
|
|
Stock issued for
services and license agreement
|
6,846,059
|
-
|
|
Debt issuance costs
- related party
|
-
|
274,057
|
|
Debt issuance
costs
|
-
|
205,327
|
|
Loss on spin-off of
operations
|
1,118,609
|
-
|
|
Loss on debt
settlement
|
2,767,422
|
-
|
|
Realized loss on
cryptocurrency
|
10,939
|
-
|
|
Unrealized loss on
cryptocurrency
|
135,729
|
-
|
|
Changes in
operating assets and liabilities:
|
|
|
|
Receivables
|
122,053
|
(327,630)
|
|
Prepaid
assets
|
-
|
-
|
|
Deposits
|
1,500
|
(1,500)
|
|
Short term advances
from related parties
|
(36,510)
|
-
|
|
Other current
assets
|
(627,038)
|
-
|
|
Accounts payable
and accrued liabilities
|
2,924,522
|
656,458
|
|
Deferred
revenue
|
422,369
|
(24,056)
|
|
Accrued
interest
|
74,953
|
-
|
|
Accrued interest -
related parties
|
104,105
|
-
|
|
Net
cash used in operating activities
|
(1,045,665)
|
(1,642,277)
|
|
|
|
|
|
CASH FLOWS FROM
INVESTING ACTIVITIES:
|
|
|
|
Proceeds from short
term advances
|
-
|
100,000
|
|
Repayments for
short term advances
|
-
|
(110,000)
|
|
Repayments for
related party advances
|
-
|
194,977
|
|
Cash received in
reverse acquisition
|
3,550
|
-
|
|
Payments for fixed
assets
|
(11,264)
|
-
|
|
Net
cash provided by (used in) investing activities
|
(7,714)
|
184,977
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
|
Proceeds from
related parties
|
498,380
|
1,370,788
|
|
Repayments for
related party payables
|
(1,316,500)
|
(1,360,044)
|
|
Proceeds from
debt
|
1,675,000
|
1,824,965
|
|
Repayments for
debt
|
(1,424,578)
|
(267,577)
|
|
Proceeds from the
sale of stock
|
3,121,776
|
-
|
|
Proceeds from the
sale of members interests
|
-
|
25,000
|
|
Payments for
offering cost
|
(15,000)
|
-
|
|
Distributions to
members
|
-
|
(204,514)
|
|
Net
cash provided by financing activities
|
2,539,078
|
1,388,618
|
|
|
|
|
|
Effect of exchange
rate translation on cash
|
3,371
|
-
|
|
|
|
|
|
Net increase
(decrease) in cash and cash equivalents
|
1,489,070
|
(68,682)
|
|
Cash and cash
equivalents-beginning of period
|
1,616
|
70,298
|
|
Cash and cash
equivalents-end of period
|
$1,490,686
|
$1,616
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
Cash paid during
the period for:
|
|
|
|
Interest
|
$117,500
|
$198,162
|
|
Income
taxes
|
$24,589
|
$4,039
|
|
Non cash investing
and financing activities:
|
|
|
|
Common stock issued
for reverse acquisition
|
$662,048
|
$-
|
|
Common stock issued
in settlement of related party payables
|
$90,000
|
$-
|
|
Common stock issued
in settlement of debt
|
$2,232,606
|
$-
|
|
Common stock issued
for prepaid services and long term license agreement
|
$2,137,175
|
$-
|
|
Cancellation of
Shares
|
$250
|
$-
|
|
Cancellation of
Treasury Shares
|
$8,589
|
$-
|
|
Liability for
offering cost
|
$250,000
|
$-
|
|
Shares issued for
offering cost
|
$4,274
|
$-
|
|
Price protection
guarantee
|
$626,388
|
$-
|
The accompanying notes are an integral part of these consolidated
financial statements
F-6
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Organization
Investview,
Inc. was incorporated on January 30, 1946, under the laws of the
state of Utah as the Uintah Mountain Copper Mining Company. In
January 2005 the Company changed domicile to Nevada, and changed
its name to Voxpath Holding, Inc. In September of 2006 the Company
merged The Retirement Solution Inc. through a Share Purchase
Agreement into Voxpath Holdings, Inc. and then changed its name to
TheRetirementSolution.Com, Inc. and in October 2008 changed its
name to Global Investor Services, Inc., before changing its name to
Investview, Inc., on March 27, 2012.
On
March 31, 2017, we entered into a Contribution Agreement with the
members of Wealth Generators, LLC, a limited liability company
(“Wealth Generators”), pursuant to which the Wealth
Generators members agreed to contribute 100% of the outstanding
securities of Wealth Generators in exchange for an aggregate of
1,358,670,942 shares of our common stock. The closing of the
Contribution Agreement was effective April 1, 2017, and Wealth
Generators became our wholly owned subsidiary and the former
members of Wealth Generators became our stockholders and control
the majority of our outstanding common stock (see Note
5).
On June
6, 2017, we entered into an Acquisition Agreement with Market Trend
Strategies, LLC, a company whose members are also former members of
our management. Under the Acquisition Agreement, we spun-off our
operations that existed prior to the merger with Wealth Generators
and sold the intangible assets used in those pre-merger operations
in exchange for Market Trend Strategies’ assumption of
$419,139 in pre-merger liabilities.
On
February 28, 2018, we filed a name change for Wealth Generators,
LLC to Kuvera, LLC (“Kuvera”).
Nature of Business
Through
our wholly owned subsidiary, Kuvera, we provide research,
education, and investment tools designed to assist the
self-directed investor in successfully navigating the financial
markets. These services include research, trade alerts, and live
trading rooms that include instruction in equities, options, FOREX,
ETFs, binary options, crowdfunding and cryptocurrency mining
services and sector education. In addition to trading tools and
research, we also offer full education and software applications to
assist the individual in debt reduction, increased savings,
budgeting, and proper tax management. Each product subscription
includes a core set of trading tools/research along with the
personal finance management suite to provide an individual with
complete access to the information necessary to cultivate and
manage his or her financial situation. Different packages are
available through a monthly subscription that can be cancelled at
any time at the discretion of the customer. A unique component of
the product marketing plan is the distribution method whereby all
subscriptions are sold via current participating customers who
choose to distribute and sell the services by participating in the
bonus plan. The bonus plan participation is purely optional but
enables individuals to create an additional income stream to
further support their personal financial goals and
objectives.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Accounting
The Company’s policy is to prepare its 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, Kuvera, LLC,
Investment Tools & Training, LLC, Razor Data Corp., and SAFE
Management, LLC. We have determined that one affiliated entity,
Kuvera LATAM S.A.S., which we conduct business with, is a variable
interest entity and we are the primary beneficiary of the entities
activities. As a result, we have consolidated the accounts of this
variable interest entity into the accompanying consolidated
financial statements. All intercompany transactions and balances
have been eliminated in consolidation.
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.
F-7
Foreign Exchange
We have
consolidated the accounts of Kuvera LATAM S.A.S. into our
consolidated financial statements. The operations of Kuvera LATAM
S.A.S. are conducted in Colombia and its functional currency is the
Colombian Peso.
The
financial statements of Kuvera LATAM S.A.S. are prepared using the
Colombian Peso and have been translated into U.S. dollars
(“USD”). Assets and liabilities are translated into USD
at the applicable exchange rates at period-end. Stockholders’
equity is translated using historical exchange rates. Revenue and
expenses are translated at the average exchange rates for the
period. Any translation adjustments are included as foreign
currency translation adjustments in accumulated other comprehensive
income in our stockholders’ equity (deficit).
The
following rates were used to translate the accounts of Kuvera LATAM
S.A.S. into USD at the following balance sheet dates.
|
|
March 31,
2018
|
March 31,
2017
|
|
Colombian
Peso to USD
|
0.00036
|
n/a
|
The following rates were used to translate the accounts of
Kuvera LATAM S.A.S. into USD for the
following operating periods.
|
|
Year ended March 31,
|
|
|
|
2018
|
2017
|
|
Colombian
Peso to USD
|
0.00034
|
n/a
|
Concentration of Credit Risk
Financial
instruments that potentially expose the Company to concentration of
credit risk include cash, accounts receivable, and advances. The
Company places its cash and temporary cash investments with credit
quality institutions. At times, such investments may be in excess
of the FDIC insurance limit of $250,000. As of March 31, 2018 and
2017 cash balances that exceeded FDIC limits were $1,095,329 and
$0, respectively, and the Company has not experienced significant
losses relating to these concentrations in the past.
Cash and Cash Equivalents
For purposes of reporting cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. As of March 31, 2018 and
2017 the Company had no cash equivalents.
Receivables
Receivable
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. The Company had no allowance for doubtful accounts as of
March 31, 2018 and 2017.
Cryptocurrencies
We hold
cryptocurrency-denominated assets (“cryptocurrencies”)
and include them in our consolidated balance sheet as other current
assets. We record cryptocurrencies at fair market value and
recognize the change in the fair value of our cryptocurrencies as
an unrealized gain or loss in the consolidated statement of
operations. As of March 31, 2018 and March 31, 2017 the fair value
of our cryptocurrencies was $480,370 and $0, respectively. During
the year ended March 31, 2018 we recorded $(10,939) and $(135,729)
as realized and unrealized gain (loss) on cryptocurrency,
respectively. We recorded no realized or unrealized gain (loss) on
cryptocurrencies during the year ended March 31, 2017.
Fixed Assets
Fixed assets are stated at cost and depreciated using the
straight-line method over their estimated useful lives as
follows:
|
Furniture, fixtures, and equipment
|
|
10 years
|
|
Computer equipment
|
|
3 years
|
F-8
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 are presented net of accumulated depreciation of
$7,173 and $4,534, as of March 31, 2018 and 2017, respectively.
Total depreciation expense for the years ended March 31, 2018 and
2017 was $2,639 and $2,270, respectively.
Long Term License Agreement
We
account for our long-term license agreement in accordance with
Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”), Subtopic
350-30, General Intangibles Other Than Goodwill (“ASC
350-30”). ASC 350-30 requires assets to be measured based on
the fair value of the consideration given or the fair value of the
assets (or net assets) acquired, whichever is more clearly evident
and, thus, more reliably measurable. Further, ASC 350-30 requires
an intangible asset to be amortized over its useful life, which we
have determined to be 15 years. Annual amortization is expected to
be $150,400 related to our long-term license
agreement.
Impairment of Long-Lived Assets
We have
adopted ASC Subtopic 360-10, Property, Plant and Equipment
(“ASC 360-10”). ASC 360-10 requires that long-lived
assets and certain identifiable intangibles held and used by 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.
The
Company evaluates 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.
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 March 31, 2018 and March
31, 2017, approximates the fair value due to their short-term
nature.
F-9
Items
recorded or measured at fair value on a recurring basis in the
accompanying consolidated financial statements consisted of the
following items as of March 31, 2018:
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Cryptocurrencies
|
$480,370
|
$-
|
$-
|
$480,370
|
|
Total
Assets
|
$480,370
|
$-
|
$-
|
$480,370
|
|
|
|
|
|
|
|
Total
Liabilities
|
$-
|
$-
|
$-
|
$-
|
Items
recorded or measured at fair value on a recurring basis in the
accompanying consolidated financial statements consisted of the
following items as of March 31, 2017:
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Total
Assets
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
Total
Liabilities
|
$-
|
$-
|
$-
|
$-
|
Revenue Recognition
We
recognize revenue in accordance with FASB ASC Subtopic 605-10,
Revenue Recognition, which requires that four basic criteria must
be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred
or services have been rendered; (3) the selling price is fixed
and determinable; and (4) collectability is reasonably
assured.
The
majority of our revenue is generated by subscription sales and
payment is received at the time of purchase. We recognize revenue
for subscription sales over the subscription period and deferred
revenue is recorded for the portion of the subscription period
subsequent to each reporting date. Additionally, we offer a 10-day
trial period to subscription customers, during which a full refund
can be requested if a customer does not like the product. Revenues
are deferred during the trial period as collectability cannot be
reasonably assured until that time has passed. Revenues are
presented net of sales incentives, credits, known and estimated
refunds, and known and estimated credit card
chargebacks.
We
generate revenue from the sale of cryptocurrency mining services to
our customers through our arrangement with a third-party supplier.
We report net revenue retained at the time of purchase which
represents our fees earned as an agent.
Revenue
generated for the years ended March 31, 2018 and 2017, is as
follows:
|
|
March 31,
2018
|
March 31,
2017
|
||||
|
|
Subscription
Revenue
|
Cryptocurrency
Mining
Revenue
|
Total
|
Subscription
Revenue
|
Cryptocurrency
Mining
Revenue
|
Total
|
|
Gross
billings
|
$14,758,614
|
$8,885,798
|
$23,644,412
|
$14,578,164
|
$-
|
$14,578,164
|
|
Refunds, incentives, credits, and
chargebacks
|
(859,035)
|
-
|
(859,035)
|
(1,705,217)
|
-
|
(1,705,217)
|
|
Amounts paid to
supplier
|
-
|
(4,867,945)
|
(4,867,945)
|
-
|
-
|
-
|
|
Net revenue
|
$13,899,579
|
$4,017,853
|
$17,917,432
|
$12,872,947
|
$-
|
$12,872,947
|
Advertising, Selling, and Marketing Costs
The
Company expenses 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 years ended March 31, 2018 and 2017 totaled
$454,225 and $500,032, respectively.
F-10
Income Taxes
The
Company has 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. Temporary
differences between taxable income reported for financial reporting
purposes and income tax purposes consist primarily of derivative
liability and stock compensation accounting versus basis
differences.
Net Income (Loss) per Share
We
follow ASC Subtopic 260-10, Earnings per Share, which specifies the
computation, presentation, and disclosure requirements of earnings
per share information. Basic loss per share has been calculated
based upon the weighted average number of common shares
outstanding. Convertible debt, stock options, and warrants have
been excluded as common stock equivalents in the diluted loss per
share because their effect is anti-dilutive on the
computation.
Potentially
dilutive securities excluded from the computation of basic and
diluted net loss per share are as follows:
|
|
March
31,
2018
|
March
31,
2017
|
|
Convertible notes
payable
|
-
|
17,045,455
|
|
Options to purchase
common stock
|
35,000
|
35,000
|
|
Warrants to
purchase common stock
|
6,169,497
|
6,534,810
|
|
Total
|
6,204,497
|
23,615,265
|
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
In May
2014, the FASB issued Accounting Standards Update
(“ASU”) 2014-09, Revenue from Contracts with Customers
(Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606
and establishes a new control-based revenue recognition model,
changes the basis for deciding when revenue is recognized over time
or at a point in time, provides new and more detailed guidance on
specific topics, and expands and improves disclosures about
revenue. In addition, ASU 2014-09 adds a new Subtopic to the
Codification, ASC 340-40, Other Assets and Deferred Costs:
Contracts with Customers, to provide guidance on costs related to
obtaining a contract with a customer and costs incurred in
fulfilling a contract with a customer that are not in the scope of
another ASC Topic. The guidance in ASU 2014-09 is effective for
public entities for annual reporting periods beginning after
December 15, 2016, including interim periods therein. Early
application is not permitted. Management is in the process of
assessing the impact of ASU 2014-09 on the Company’s
financial statements.
NOTE 4 – GOING CONCERN AND 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. We have incurred
significant recurring losses, which have resulted in an accumulated
deficit of $20,067,403 as of March 31, 2018, along with a net loss
of $14,913,016 and net cash used in operations of $1,045,665 for
the year ended March 31, 2018. Additionally, as of March 31, 2018,
we had a working capital deficit of $3,919,260. These factors raise
substantial doubt about our ability to continue as a going
concern.
Historically we have relied on increasing revenues and new debt
financing to pay for operational expenses and debt as it came due.
During the year ended March 31, 2018, we raised $498,380 in cash
proceeds from related parties, $1,675,000 in cash proceeds from new
lending arrangements, and $3,121,776 from the sale of common stock.
Additionally, during the year ended March 31, 2018, we exchanged
$2,322,606 worth of debt into shares of common stock. Going forward
we plan to reduce obligations with cash flow provided by operations
and pursue additional debt and equity financing; however, we cannot
assure that funds will be available on terms acceptable to us, or
if available, will be sufficient to enable us to fully complete our
development activities or sustain operations. Nevertheless, the
shortage of working capital adversely affects our ability to
develop or participate in activities that promote our business,
because a substantial portion of cash flow goes to reduce debt
rather than to advance operating activities. To address this, we
have implemented a series of adjustments to our
affiliate/distributor bonus plan. These adjustments are designed to
bring the maximum payout percentage in line with company
objectives. During the year ended March 31, 2018 the bonus plan
exceeded maximum payout on three occasions and consistently paid
out near the maximum percentage. We believe the adjustments
initiated will reduce the payout slowly over a three-month period
with payout percentages closer 60%.
F-11
Accordingly, the accompanying financial statements have been
prepared in conformity with accounting principles generally
accepted in the United States of America, which contemplate our
continuation as a going concern and the realization of assets and
satisfaction of liabilities in the normal course of business. The
carrying amounts of assets and liabilities presented in the
financial statements do not necessarily purport to represent
realizable or settlement values. The financial statements do not
include any adjustment that might result from the outcome of this
uncertainty.
NOTE 5 – REVERSE ACQUISITION
Effective
April 1, 2017, we entered into a Contribution Agreement with Wealth
Generators, pursuant to which the Wealth Generators members agreed
to contribute 100% of the outstanding securities of Wealth
Generators in exchange for an aggregate of 1,358,670,942 shares of
our common stock. Following the closing, Wealth Generators became
our wholly owned subsidiary and the Wealth Generators members
became our stockholders and control the majority of our outstanding
common stock.
The
transaction was accounted for as a reverse acquisition using the
acquisition method of accounting in accordance with FASB ASC Topic
805. Wealth Generators is the acquirer solely for financial
accounting purposes. The following table summarizes the purchase
accounting for the fair value of the assets acquired and
liabilities assumed at the date of the reverse
acquisition.
|
Cash
|
$3,550
|
|
Receivables
|
150,000
|
|
Total assets
acquired
|
153,550
|
|
|
|
|
Accounts payable
and accrued liabilities
|
456,599
|
|
Due to former
management
|
127,199
|
|
Debt
|
26,314
|
|
Total liabilities
assumed [1]
|
610,112
|
|
|
|
|
Net liabilities
assumed
|
456,562
|
|
|
|
|
Consideration
[2]
|
662,047
|
|
|
|
|
Goodwill
|
$1,118,609
|
[1]
In conjunction with
the reverse acquisition, we entered into an assignment and
assumption agreement wherein we issued 24,914,348 shares of our
common stock to Alpha Pro Asset Management Group, LLC (“Alpha
Pro”), an entity affiliated with the prior members of
management, in exchange for Alpha Pro’s assumption of
$482,588 in liabilities. Accordingly, the shares issued for debt
were accounted for the moment before the reverse acquisition, and
the $482,588 in liabilities have been excluded from the total
liabilities assumed shown here.
[2]
The fair value of
the consideration effectively transferred was measured based on the
fair value of 150,465,339 shares that were outstanding immediately
before the transaction. Using the closing market price of $0.0044
per share on March 31, 2017, consideration was valued at
$662,047
The
table below represents the pro forma financial statements for the
year ended March 31, 2017, assuming the reverse acquisition had
occurred on April 1, 2016, pursuant to ASC Subtopic 805-10-50.
The historical financial information
has been derived from the audited financial statements of Wealth
Generators as filed on June 30, 2017 in the Company’s Form
8K-A and the audited financial statements of INVU. The financial
information has been adjusted to give pro forma effect to events
that are directly attributable to the reverse merger, are factually
supportable and, in the case of the pro forma statements of
operations, have a recurring impact. The pro forma adjustments are
based upon available information and assumptions that the Company
believes are reasonable.
This
pro forma information does not purport to represent what the actual
results of our operations would have been had the reverse
acquisition occurred on April 1, 2016.
F-12
Pro Forma Consolidated Balance Sheet as of March 31,
2017
|
|
Wealth
Generators, LLC
|
Investview,
Inc.
|
Adjustments
|
|
Consolidated
|
|
ASSETS
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
$1,616
|
$3,550
|
$-
|
|
$5,166
|
|
Receivables
|
444,610
|
150,000
|
(162,430)
|
[1]
|
432,180
|
|
Short term
advances
|
10,000
|
-
|
-
|
|
10,000
|
|
Total current
assets
|
456,226
|
153,550
|
(162,430)
|
|
447,346
|
|
|
|
|
|
|
|
|
Fixed assets,
net
|
10,235
|
-
|
-
|
|
10,235
|
|
|
|
|
|
|
|
|
Other
assets:
|
|
|
|
|
|
|
Deposits
|
6,000
|
-
|
-
|
|
6,000
|
|
Goodwill
|
-
|
-
|
1,118,609
|
[3]
|
-
|
|
|
|
|
(1,118,609)
|
[4]
|
|
|
Total other
assets
|
6,000
|
-
|
-
|
|
6,000
|
|
|
|
|
|
|
|
|
Total
assets
|
$472,461
|
$153,550
|
$(162,430)
|
|
$463,581
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities
|
$1,370,972
|
$417,025
|
$(162,430)
|
[1]
|
$1,385,010
|
|
|
|
|
(86,500)
|
[2]
|
|
|
|
|
|
(154,057)
|
[4]
|
|
|
Deferred
revenue
|
433,298
|
5,807
|
(5,807)
|
[4]
|
433,298
|
|
Related party
payable
|
805,895
|
132,199
|
(5,000)
|
[2]
|
805,895
|
|
|
|
|
(127,199)
|
[4]
|
|
|
Settlement
payable
|
-
|
344,392
|
(344,392)
|
[2]
|
-
|
|
Debt
|
2,093,745
|
73,011
|
(46,696)
|
[2]
|
2,102,476
|
|
|
|
|
(17,583)
|
[4]
|
|
|
Current liabilities
of discontinued operations
|
-
|
120,266
|
(120,266)
|
[4]
|
-
|
|
Derivative
liability, short term portion
|
-
|
37,157
|
(37,157)
|
[2]
|
-
|
|
Total current
liabilities
|
4,703,909
|
1,129,857
|
(1,107,088)
|
|
4,726,679
|
|
|
|
|
|
|
|
|
Long term
liabilities
|
-
|
-
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Total
liabilities
|
4,703,909
|
1,129,857
|
(1,107,088)
|
|
4,726,679
|
|
|
|
|
|
|
|
|
Stockholders’
deficit:
|
|
|
|
|
|
|
Preferred
stock
|
-
|
-
|
-
|
|
-
|
|
Common
stock
|
-
|
125,889
|
24,576
|
[2]
|
1,509,136
|
|
|
|
|
1,358,671
|
[3]
|
|
|
Additional paid in
capital
|
-
|
97,774,514
|
83,558
|
[2]
|
(1,250,112)
|
|
|
|
|
(99,108,184)
|
[3]
|
|
|
Treasury
stock
|
-
|
(8,589)
|
-
|
|
(8,589)
|
|
Members’
deficit
|
(4,231,449)
|
-
|
4,231,449
|
[5]
|
-
|
|
Accumulated
deficit
|
-
|
(98,868,122)
|
411,612
|
[2]
|
(4,513,534)
|
|
|
|
|
98,868,122
|
[3]
|
|
|
|
|
|
(693,697)
|
[4]
|
|
|
|
|
|
(4,231,449)
|
[5]
|
|
|
Total
stockholders’ deficit
|
(4,231,449)
|
(976,307)
|
944,657
|
|
4,263,099
|
|
|
|
|
|
|
|
|
Total liabilities
and stockholders’ deficit
|
$472,461
|
$153,550
|
$(162,430)
|
|
$463,580
|
F-13
Pro Forma Consolidated Income Statement for the year ended March
31, 2017
|
|
Wealth
Generators, LLC
|
Investview,
Inc.
|
Adjustments
|
|
Consolidated
|
|
Revenue,
net
|
$12,872,947
|
$131,465
|
$(131,465)
|
[4]
|
$12,872,947
|
|
|
|
|
|
|
|
|
Operating costs and
expenses:
|
|
|
|
|
|
|
Cost of
sales
|
862,849
|
3,257
|
(3,257)
|
[4]
|
862,849
|
|
Commissions
|
9,412,655
|
-
|
-
|
|
9,412,655
|
|
Selling and
marketing
|
500,032
|
-
|
-
|
|
500,032
|
|
Salary and
related
|
1,918,199
|
-
|
-
|
|
1,918,199
|
|
Professional
fees
|
917,308
|
-
|
-
|
|
917,308
|
|
General and
administrative
|
1,199,564
|
980,579
|
(779,611)
|
[4]
|
1,400,532
|
|
Total operating
costs and expenses
|
14,810,607
|
983,836
|
(782,869)
|
|
15,011,575
|
|
|
|
|
|
|
|
|
Net loss from
operations
|
(1,937,660)
|
(852,371)
|
651,404
|
|
(2,138,627)
|
|
|
|
|
|
|
|
|
Other income
(expense):
|
|
|
|
|
|
|
Interest expense,
related parties
|
(274,057)
|
-
|
-
|
|
(274,057)
|
|
Interest
expense
|
(205,327)
|
(648,573)
|
-
|
|
(839,525)
|
|
Other income
(expense)
|
(6,120)
|
-
|
-
|
|
(6,120)
|
|
Gain (loss) on
change in fair value of derivative liabilities
|
-
|
84,284
|
-
|
|
84,284
|
|
Gain (loss) on debt
extinguishment
|
-
|
3,170,326
|
411,612
|
[2]
|
3,581,938
|
|
Total other income
(expense)
|
(485,504)
|
2,606,038
|
411,612
|
|
2,532,145
|
|
|
|
|
|
|
|
|
Loss from
operations before taxes
|
(2,423,164)
|
1,753,666
|
1,063,015
|
|
393,518
|
|
|
|
|
|
|
|
|
Tax
expense
|
(4,039)
|
-
|
-
|
|
(4,039)
|
|
|
|
|
|
|
|
|
Net
loss
|
$(2,427,203)
|
$1,753,666
|
$1,063,015
|
|
$389,479
|
[1]
During the year ended March 31, 2017 Wealth
Generators, LLC ("WG") was utilizing the INVU merchant account to
process a number of the WG sales transactions. In exchange for the
use of the account, WG was making payments on an INVU note payable
on INVU's behalf. As of March 31, 2017 INVU was holding $162,430 in
their merchant account that belonged to WG, therefore had a
liability recorded on their books while WG had a corresponding
receivable. This entry eliminates those intercompany balances as if
the entities had been consolidated as of March 31,
2017.
[2]
In conjunction with the Acquisition, INVU entered into
an assignment and assumption agreement wherein they issued
24,914,348 shares of their common stock to Alpha Pro Asset
Management Group, LLC ("Alpha Pro"), an entity affiliated with the
prior members of management, in exchange for Alpha Pro's assumption
of $482,588 worth of liabilities. This entry records the issuance
of shares, the extinguishment of debt, and the gain on the
transaction. One of the notes assumed by Alpha Pro had a derivative
liability recorded on the INVU’s books for $31,157, therefore
that liability was also extinguished with the execution of the
agreement.
[3]
INVU
issued 1,358,670,942 shares of their
common stock to the members of Wealth Generators, LLC in exchange
for 100% of the outstanding securities of WG. This entry records
the issuance of shares to ensure the capital accounts reflects that
of the legal acquirer (INVU), records goodwill for the excess of
the purchase price over the assets acquired and liabilities assumed
and eliminates INVU's historical stockholders' deficit. The fair
value of the consideration effectively transferred was measured
based on the fair value of INVU’s shares that were
outstanding immediately before the transaction of 150,465,339.
Using the closing market price of INVU’s shares on March 31,
2017 of $0.0044 consideration was valued at
$662,047.
[4]
On June 6, 2017 INVU entered into an
Acquisition Agreement with Market Trend Strategies, LLC ("Market"),
a company whose members are also former members of management of
INVU. In accordance with the Acquisition Agreement, INVU spun-off
the operations of INVU that existed prior to the merger with Wealth
Generators, LLC and sold the intangible assets used in the
operations of INVU pre-merger in exchange for Market assuming
$419,139 worth of liabilities that had been on the books
pre-merger. Because there was goodwill that was recorded in
conjunction with the merger, and it therefore related to the INVU
operations that were acquired, this spin-off entry effectively
reduced the goodwill to zero, reduced the liabilities that had been
assumed, removed the expenses related to the spun-off operations of
INVU pre-merger, and resulted in a gain on spin-off of
operations.
[5]
This entry reclasses the members deficit of Wealth
Generators, LLC to accumulated deficit of the consolidated
entity.
F-14
NOTE 6 – RELATED PARTY TRANSACTIONS
Our
related party payables consisted of the following:
|
|
Year Ended
March 31,
|
|
|
|
2018
|
2017
|
|
Short term advances
[1]
|
$1,880
|
$100,000
|
|
Revenue-based
funding agreement entered into on 11/8/15 [2]
|
-
|
180,000
|
|
Short-term
promissory note entered into on 9/13/16 [3]
|
-
|
150,000
|
|
Promissory note
entered into on 11/15/16 [4]
|
-
|
895
|
|
Promissory note
entered into on 3/15/17 [5]
|
-
|
375,000
|
|
|
$1,880
|
$805,895
|
[1]
We periodically receive advances for operating
funds from our current majority shareholders (former members of
Wealth Generators prior to the reverse acquisition) and other
related parties, including entities that are owned, controlled, or
influenced by our owners or management. These advances are due on
demand, generally have no set interest rates associated with them,
and are unsecured. During the year ended March 31, 2018, we
received $498,380 in cash proceeds from advances, incurred
$64,605 in interest, and repaid
related parties a total of $661,105.
[2]
On
November 16, 2015, then a majority member of Wealth Generators
(pre-reverse acquisition) and currently a majority shareholder
advanced funds of $150,000 under a Revenue-based Funding Agreement,
which required that beginning December 30, 2015, we would pay an
amount equal to 2% of our top-line revenue generated from the prior
month to reduce the loan until the lender had received $450,000.
During the year ended March 31, 2018, we agreed to issue 10,000,000
shares of common stock to extinguish $90,000 in debt and to pay
$15,000 per month for six months, for a total of $90,000, under a
Conversion Agreement. We repaid $90,000 in cash during the year
ended March 31, 2018.
[3]
A
member of the senior management team has continuously advanced
funds of $150,000 at various times, beginning on September 14,
2016, under short-term Promissory Notes and their applicable
amendments. All of the notes carry the same terms, have a fixed
interest payment of $7,500, and are generally due in less than four
weeks. Under this arrangement, during the year ended March 31,
2018, we incurred $27,000 of interest and repaid a total of
$177,000.
[4]
We
entered into a Promissory Note for $94,788 with a company owned by
immediate family members of two members of our executive management
team. Funds were advanced to us on November 16 and December 16,
2016, in the amounts of $78,750 and $16,038, respectively. The
Promissory Note had a 12-month term, an annual interest rate of 8%,
and no prepayment penalty. During the year ended March 31, 2017, we
incurred $895 in interest expense on the note and repaid the entire
principal balance of $94,788. During the year ended March 31, 208
we repaid the remaining interest balance of $895.
[5]
A
company that was a majority member of Wealth Generators
(pre-reverse acquisition) and is currently a majority shareholder
entered into a Promissory Note in the amount of $300,000, advancing
funds on March 17, 2017. The note had a fixed interest amount of
$75,000 and matured on September 16, 2017, but was extended
initially through November 16, 2017, and then extended a second
time through December 31, 2017. An additional $12,500 in interest
was incurred for the second extension and total repayments of
$387,500 were made on this arrangement during the year ended March
31, 2018.
F-15
NOTE 7 – DEBT
Our
debt consisted of the following:
|
|
Year Ended
March 31,
|
|
|
|
2018
|
2017
|
|
Revenue based
funding arrangement entered into on 8/31/15 [1]
|
$-
|
$263,641
|
|
Revenue share
agreement entered into on 6/28/16 [2]
|
195,245
|
525,000
|
|
Purchase and sale
agreement for future receivables entered into on 9/30/16
[3]
|
-
|
220,652
|
|
Short-term advance
received on 1/11/17 [4]
|
|
1,000,000
|
|
Short-term advance
received on 3/16/17 [5]
|
-
|
50,000
|
|
Promissory note
entered into on 3/31/17 [6]
|
-
|
34,452
|
|
|
$195,245
|
$2,093,745
|
[1]
We entered into a Revenue-based Funding
Agreement and received proceeds of $50,000 on December 18, 2015,
$25,000 on April 17, 2015, and $25,000 September 1, 2015. The
agreement required that beginning September 30, 2015, we would pay
an amount equal to 2% of our top-line revenue generated from the
prior month to reduce the loan until the lender had received an
amount that was three times the amount advanced. During the year
ended March 31, 2018, we agreed to issue 10,000,000 shares of
common stock to extinguish $263,641 in debt.
[2]
During April 2016, we entered into a
Royalty Agreement, which was replaced with a Revenue Share
Agreement dated June 28, 2016, which was amended in October of
2016. Cash receipts were received of $100,000, $150,000, and
$250,000 on April 19, May 11, and June 29, 2016, respectively. In
accordance with the terms of the final amended agreement, we are
required to make payments of $25,000 per month or a 3% royalty for
the previous month’s sales, whichever is greater, beginning
February 15, 2017, until the lender has been repaid $600,000.
During the year ended March 31, 2018, we repaid
$329,755.
[3]
We entered into a Purchase and Sale
Agreement for future receivables with an entity that provides quick
access to working capital. On October 6, 2016, we received proceeds
from this arrangement of $250,000. In accordance with the terms of
the agreement, we are required to repay $345,600 over a 16-month
period by making ACH payments in the amount of $1,052 per business
day. Accordingly, we recorded $95,000 as interest expense at
inception of the agreement, which was the difference between the
funds received and the amount that was to be repaid. During the
year ended March 31, 2018, we repaid $221,092 on the debt and
recorded $440 for eleven monthly maintenance fees of $40 per
month.
[4]
We received funds of $1,000,000 on January
11, 2017, and funds of $800,000 on April 10, 2017, as a result of
short-term advances in which the lender was anticipating converting
such funds into shares of common stock upon our acquisition by a
publicly traded company. On June 6, 2017, we formalized a
Conversion Agreement wherein the total of these funds, or
$1,800,000, was exchanged for 180,000,000 shares of our common
stock.
[5]
We received funds of $50,000 on March 16,
2017, as a result of a short-term advance. Such advance has no
interest rate or due date, thus was shown as due on demand. During
the year ended March 31, 2018, we entered into a Conversion
Agreement and issued 5,000,000 shares of common stock in exchange
for the $50,000 in debt.
[6]
We received a
short-term advance of $24,965 on March 3, 2017 and entered into a
Promissory Note with the lender on March 31, 2017, to formalize the
lending arrangements for this advance. Per the Promissory Note,
$50,000 was to be advanced on or before April 3, 2017, therefore,
we received $25,000 in proceeds during the year ended March 31,
2018. The Promissory Note provided for a fixed interest amount of
$19,000 and matured on December 31, 2017. During the year ended
March 31, 2018, we recorded $9,513 as interest expense. On
September 10, 2017, we agreed to issue 5,000,000 shares of common
stock in exchange for the full $68,965 in debt.
In
addition to the above debt transactions that were outstanding as of
March 31, 2018 and 2017, during the year ended March 31, 2018, we
also received proceeds of $50,000 from short-term advances and
$800,000 from short-term notes. During the year ended March 31,
2018, we recorded interest expense of $65,000 for fixed interest
amounts due on the notes, entered into a Conversion Agreement to
issue 5,000,000 shares of stock to extinguish the short-term
advance of $50,000, and made total cash payments of $565,000 to
extinguish the interest and principal amounts due on the notes.
Also during the year ended March 31, 2018, we settled $250,000 of
note principal and $50,000 of interest in exchange for a
distributor position and subscription, therefore, the debt was
written off to revenue.
F-16
NOTE 8 – STOCKHOLDERS’ EQUITY
Preferred Stock
We are authorized to issue up to 10,000,000 shares of preferred
stock with a par value of $0.001 and our Board of Directors has the
authority to issue one or more classes of preferred stock with
rights senior to those of common stock and to determine the rights,
privileges and inference of that preferred stock, which has not yet
been done. As of March 31, 2018 and 2017 we had no preferred stock
issued or outstanding.
Common Stock Transactions
During
the year ended March 31, 2018, we issued 267,127,500 shares of
common stock for net proceeds of $2,495,338. We issued 125,000
shares of common stock with a value of $7,500 for a one-year
consulting agreement, 80,000,000 shares of common stock with a
value of $2,256,000 for a 15-year license agreement, and 94,250,333
shares of common stock with a value of $6,719,734 for consulting
and service agreements; of the value of the shares issued for
services and the license agreement $6,846,060 was recorded as
expense, $3,555 was recorded as a prepaid asset, and $2,133,620 was
recorded as a long-term license agreement during the year ended
March 31, 2018. We also issued 239,575,884 shares of our common
stock in settlement of debt, wherein accrued liabilities,
principal, accrued interest, and derivative liabilities were
extinguished in the amounts of $435,892, $2,348,606, $20,696, and
$38,557, respectively, and we recognized a loss on the settlement
of debt in the amount of $3,186,394 in the statement of operations
for the year ended March 31, 2018. In conjunction with the shares
issued for the settlement of debt, a gain of $413,012 related to
the period prior to the reverse acquisition with Wealth Generators
was excluded from the statement of operations. As a result of the
reverse acquisition, we issued 1,358,670,942 shares of common stock
(see Note 5). During the year ended March 31, 2018, we entered into
an equity distribution agreement that provides for cash advances up
to $5,000,000 in exchange for shares of our common stock, to be
fulfilled at our request. Pursuant to that agreement, we issued
4,273,504 shares of common stock as a commitment fee, recorded a
liability of $250,000 for future commitment fees to be paid, and
paid cash of $15,000 for due diligence costs. As a result, common
stock increased $4,274 and additional paid in capital decreased by
$269,274 to offset any proceeds from future equity transactions
resulting from the agreement. During the year ended March 31, 2018
we cancelled 250,000 shares of common stock and 1,300 shares of
treasury stock, resulting in a decrease in common stock of $251, a
decrease in additional paid in capital of $8,338, and a decrease in
treasury stock of $8,589.
In
conjunction with the sale of common stock during the year ended
March 31, 2018 we provided a guarantee to certain individuals such
that we would issue additional shares of our common stock if the
average closing price of our common stock fell below $0.02 per
share on the 20 days preceding the 18-month anniversary of the date
the shares were originally sold. As a result of this guarantee we
have recorded $626,388 in accounts payable and accrued liabilities
on our balance sheet as of March 31, 2018.
During
the year ended March 31, 2017 we issued 10,670,840 shares of common
stock in exchange for $157,500 of cash proceeds. We issued
6,072,200 shares of common stock with a value of $31,775 for legal
and consulting services, of which $18,390 was for current year
services and $173,647 was for services incurred in previous
periods, therefore we recorded a gain on settlement of debt for
$160,262. We issued 21,069,580 and 400,000 shares of stock valued
at $983,735 and $25,800 for compensation and director fees,
respectively, of which $536,575 was for current year services and
$472,960 was for amounts previously accrued. We also issued
72,709,924 shares of common stock in settlement of debt, wherein
principal, accrued interest, and derivative liabilities were
extinguished in the amounts of $1,994,362, $414,160, and $128,490,
respectively, and we recognized a gain on the settlement of debt in
the amount of $2,163,813. We also wrote off $250,000 worth of
Common Stock Subscription Receivable to Additional Paid in Capital
during the year ended March 31, 2017 due to the amounts being
uncollectible.
As of
March 31, 2018 and 2017, we had 2,169,661,318 and 125,889,455
shares of common stock issued and 2,169,661,318 and 125,888,155
shares of common stock outstanding, respectively.
Employee Stock Options
The
nonqualified plan adopted in 2007 authorizes 65,000 shares, of
which 47,500 have been granted as of March 31, 2018. The qualified
plan adopted in October of 2008 authorizes 125,000 shares and was
approved by a majority of our shareholders on September 16, 2009.
As of March 31, 2018, 42,500 shares have been granted under the
2008 plan.
F-17
The
following table summarizes the changes in employee stock options
outstanding and the related prices for the shares of our common
stock issued to employees under two employee stock option
plans:
|
|
|
|
Weighted
|
|
|
|
|
Weighted
|
Average
|
|
|
|
|
Average
|
Remaining
|
Aggregate
|
|
|
Number of
|
Exercise
|
Contractual
|
Intrinsic
|
|
|
Shares
|
Price
|
Life
(years)
|
Value
|
|
Options outstanding
at March 31, 2016
|
37,500
|
$10.20
|
3.33
|
$-
|
|
Granted
|
-
|
$-
|
|
|
|
Exercised
|
-
|
$-
|
|
|
|
Canceled /
expired
|
(2,500)
|
$12.00
|
|
|
|
Options outstanding
at March 31, 2017
|
35,000
|
$10.00
|
2.51
|
$-
|
|
Granted
|
-
|
$-
|
|
|
|
Exercised
|
-
|
$-
|
|
|
|
Canceled /
expired
|
-
|
$-
|
|
|
|
Options outstanding
at March 31, 2018
|
35,000
|
$10.00
|
1.51
|
$-
|
|
Options exercisable
at March 31, 2018
|
35,000
|
$10.00
|
1.51
|
$-
|
Stock-based
compensation expense in connection with options granted to
employees for the year ended March 31, 2018 and 2017 was
$0.
Non-Employee Stock Options
The
following table summarizes the changes in options outstanding and
the related prices for the shares of the Company’s common
stock issued to consultants and non-employees of the
Company:
|
|
|
|
Weighted
|
|
|
|
|
Weighted
|
Average
|
|
|
|
|
Average
|
Remaining
|
Aggregate
|
|
|
Number of
|
Exercise
|
Contractual
|
Intrinsic
|
|
|
Shares
|
Price
|
Life
(years)
|
Value
|
|
Options outstanding
at March 31, 2016
|
2,500
|
$84.00
|
0.08
|
$-
|
|
Granted
|
-
|
$-
|
|
|
|
Exercised
|
-
|
$-
|
|
|
|
Canceled /
expired
|
(2,500)
|
$84.00
|
|
|
|
Options outstanding
at March 31, 2017
|
-
|
$-
|
-
|
$-
|
|
Granted
|
-
|
$-
|
|
|
|
Exercised
|
-
|
$-
|
|
|
|
Canceled /
expired
|
-
|
$-
|
|
|
|
Options outstanding
at March 31, 2018
|
-
|
$-
|
-
|
$-
|
|
Options exercisable
at March 31, 2018
|
-
|
$-
|
-
|
$-
|
Warrants
The
following table summarizes the warrants outstanding and the related
prices for the shares of the Company’s common stock as of
March 31, 2018:
|
|
Warrants Outstanding
|
Warrants Exercisable
|
|||
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
Weighted
|
|
Weighted
|
|
|
|
Remaining
|
Average
|
|
Average
|
|
Exercise
|
Number
|
Contractual
|
Exercise
|
Number
|
Exercise
|
|
Price
|
Outstanding
|
Life (Years)
|
Price
|
Exercisable
|
Price
|
|
$0.50
|
30,000
|
0.01
|
$0.50
|
350,000
|
$0.50
|
|
$1.50
|
6,127,497
|
1.24
|
$1.50
|
6,127,497
|
$1.50
|
|
$2.50
|
12,000
|
0.30
|
$2.50
|
12,000
|
$2.50
|
|
Total
|
6,169,497
|
1.23
|
$1.50
|
6,169,497
|
$1.50
|
F-18
Transactions
involving the Company’s warrant issuance are summarized as
follows:
|
|
|
Weighted
|
|
|
Number of
|
Average
|
|
|
Shares
|
Exercise
Price
|
|
Warrants
outstanding at March 31, 2016
|
6,504,810
|
$1.48
|
|
Granted /
restated
|
30,000
|
$0.50
|
|
Canceled
|
-
|
$-
|
|
Expired
|
-
|
$-
|
|
Warrants
outstanding at March 31, 2017
|
6,534,810
|
$1.48
|
|
Granted
|
-
|
$-
|
|
Canceled
|
-
|
$-
|
|
Expired
|
(365,313)
|
$(1.18)
|
|
Warrants
outstanding at March 31, 2018
|
6,169,497
|
$1.50
|
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Litigation
In the ordinary course of business, we may be or have been involved
in legal proceedings from time to time. Below is a description of
all legal proceedings we were involved in as of March 31,
2018.
●
On November 1,
2017, we filed a lawsuit in the Fourth Judicial District Court for
Utah County, State of Utah, Wealth Generators, LLC, v. Evan Cabral,
Daniel Lopez, John Legarreta, Johnathan Lopez, Julian Kuschner,
Nick Gomez, Luke Shulla, Nestor Velazquez, Christopher Terry, Isis
De La Torre, Alex Morton, Ivan Briongos, Brandon Boyd, and
International Markets Live Ltd. d/b/a iMarketslive, Civil No.
170401615, alleging corporate espionage and misappropriation of
corporate information. The lawsuit alleges that International
Markets Live Ltd., dba iMarketslive, conspired with a number of
individuals affiliated with Wealth Generators to steal our
confidential information, intellectual property, and trade secrets.
We are seeking injunctive relief to protect our business and
damages of not less than $300,000.
●
In February 2018,
we received a subpoena from the United States Commodity Futures
Trading Commission (“CFTC”). We complied with the terms
of the subpoena and have negotiated a resolution of this matter
with the CFTC staff. Under the proposed resolution, we will not
admit or deny any of the allegations, will pay a fine of $150,000,
and will agree not to act as an unregistered Commodities Trading
Advisor in the future. We cannot provide any assurance that the
resolution we have negotiated with the CFTC staff will be approved
by the CFTC. We await the acceptance of the resolution from the
CFTC.
●
Jim Westphal filed
a wage claim against Wealth Generators, LLC, in the United States
District Court for the District of Utah, Central Division (Case No.
2:18-cv-00080, District Judge Dale A. Kimball and Magistrate Judge
Evelyn J. Furse) in the amount of $6,500 plus liquidated damages.
Plaintiff is claiming unpaid overtime wages. Wealth Generators
contends that Mr. Westphal was an independent contractor, hired on
a limited basis to perform software services, and is accordingly
not entitled to overtime payments under the Fair Labor Standards
Act. Moreover, Plaintiff never provided the promised software
pursuant to the parties’ agreement. The Magistrate Judge
ordered both parties to provide specific disclosures to the other
side and both parties have complied. The Parties were ordered to
meet and confer in a good faith effort to settle the matter on or
before June 12, 2018. The parties were unable to settle the matter
and as of June 19, 2018, we are filing a countersuit to
proceed.
NOTE 10 – 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 30% when calculating the deferred tax assets and
liabilities and income tax provision below.
F-19
Net
deferred tax assets consist of the following components as of March
31, 2018 and 2017:
|
|
Year Ended
March 31,
|
|
|
|
2018
|
2017
|
|
Deferred tax
assets:
|
|
|
|
NOL
carryover
|
$1,146,200
|
$18,372,400
|
|
Amortization
|
335,600
|
-
|
|
Contingent
Liability
|
45,000
|
-
|
|
Related party
accrued payroll
|
-
|
2,200
|
|
Deferred tax
liabilities
|
|
|
|
Depreciation
|
(2,900)
|
-
|
|
|
|
|
|
Valuation
allowance
|
(1,523,900)
|
(18,374,600)
|
|
Total long-term
deferred income tax assets
|
$-
|
$-
|
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 years ended March 31,
2018 and 2017 due to the following:
|
|
Year Ended
March 31,
|
|
|
|
2018
|
2017
|
|
Book income
(loss)
|
$(4,473,900)
|
$754,100
|
|
Stock for
services
|
2,048,200
|
239,800
|
|
Gain on settlement
– derivative and equity derived
|
955,900
|
(1,006,900)
|
|
Amortization
|
313,200
|
-
|
|
Contingent
liability
|
45,000
|
-
|
|
Unrealized loss on
cryptocurrency
|
40,700
|
-
|
|
Meals and
entertainment
|
6,200
|
-
|
|
Non-cash interest
expense
|
5,700
|
387,400
|
|
Depreciation
|
(2,800)
|
-
|
|
Related party
accruals
|
(1,500)
|
(220,600)
|
|
Stock for
payables
|
-
|
278,000
|
|
Gain on derivative
liability
|
-
|
(36,200)
|
|
Fines and
penalties
|
-
|
3,900
|
|
NOL
utilization
|
-
|
(399,500)
|
|
Valuation
allowance
|
1,063,300
|
-
|
|
Total long-term
deferred income tax assets
|
$-
|
$-
|
At
March 31, 2018, the Company had net operating loss carryforwards of
approximately $3,821,000 that may be offset against future taxable
income for the year 2019 through 2038. However, due to the change
in ownership provisions of the Tax Reform Act of 1986, the NOL
accumulated prior to the April 1, 2017 acquisition can only offset
future income of up to $13,837 per year until expired. Should
additional changes in ownership occur, net operating loss
carryforwards in future years may be further limited.
No tax
benefit from continuing or discontinued operations have been
reported in the March 31, 2018 consolidated financial statements
since the potential tax benefit is offset by a valuation allowance
of the same amount.
The
Company complies with the provisions of FASB ASC 740 in accounting
for its uncertain tax positions. ASC 740 addresses the
determination of whether tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial
statements. Under ASC 740, the Company may recognize the tax
benefit from an uncertain tax position only if it is more likely
that not that the
tax
position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The
Company has determined that the Company has no significant
uncertain tax positions requiring recognition under ASC
740.
The
Company recognizes interest accrued related to unrecognized tax
benefits in interest expense and penalties in operating expenses.
The Company had no accruals for interest and tax penalties at March
31, 2018 and 2017.
The
Company does not expect the amount of unrecognized tax benefits to
materially change within the next twelve months.
The
Company is required to file income tax returns in the U.S. Federal
jurisdiction, in New York State, New Jersey, and in Utah. The
Company is no longer subject to income tax examinations by tax
authorities for tax years ending before March 31,
2014.
F-20
NOTE 11 – SUBSEQUENT EVENTS
On June
15, 2018 we completed state registration for SAFE Management LLC as
a Registered Investment Advisor and await final approval from the
State of New Jersey Bureau of Securities.
On May
7, 2018 we established WealthGen Global LLC as a Utah limited
liability company and a wholly owned subsidiary of Investview, Inc.
WealthGen Global LLC will operate as a computer hardware and
services re-seller.
F-21