Form 10-Q – Quarterly report [Sections 13 or 15(d)]

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U.S.Securities and Exchange Commission

Washington, DC 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED

September 30, 2023

☐ 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.)

521 West Lancaster Avenue

Second Floor

Haverford , Pennsylvania , 19041

(Address of principal executive offices)

Issuer’s telephone number: 732 – 889-4300

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

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

Large 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 in Rule 12b-2 of the Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.As of November 10, 2023, there were 2,333,356,496 shares of common stock, $0.001 par value, outstanding.

INVESTVIEW, INC.

Form 10-Q for the Nine Months Ended September 30, 2023

Table of Contents

PART I – FINANCIAL INFORMATION 3 ITEM 1 – FINANCIAL STATEMENTS 3 Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022 3 Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited) 4 Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited) 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited) 6 Notes to Condensed Consolidated Financial Statements as of September 30, 2023 (Unaudited) 7 ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 23 ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 30 ITEM 4 – CONTROLS AND PROCEDURES 30 PART II – OTHER INFORMATION 31 ITEM 1 – LEGAL PROCEEDINGS 31 ITEM 1.A – RISK FACTORS 31 ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 31 ITEM 3 – DEFAULTS UPON SENIOR SECURITIES 31 ITEM 4 – MINE SAFETY DISCLOSURES 31 ITEM 5 – OTHER INFORMATION 31 ITEM 6 – EXHIBITS 32 SIGNATURE PAGE 33

2

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

INVESTVIEW, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, December 31, 2023 2022 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 22,512,638 $ 20,317,253 Restricted cash, current 390,119 931,540 Prepaid assets 1,031,876 366,561 Receivables 1,925,758 1,255,542 Inventory – 249,480 Income tax paid in advance 84,533 535,932 Other current assets 2,047,582 2,360,957 Total current assets 27,992,506 26,017,265 Fixed assets, net 7,736,196 8,508,274 Other assets: Restricted cash, long term – 240,105 Other restricted assets, long term 135,670 113,139 Operating lease right-of-use asset 134,419 223,692 Deposits 2,588,127 473,598 Total other assets 2,858,216 1,050,534 Total assets $ 38,586,918 $ 35,576,073 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable and accrued liabilities $ 6,270,194 $ 4,608,786 Payroll liabilities 83,461 197,300 Income tax payable 245,402 240,603 Customer advance – 96,609 Deferred revenue 2,803,982 2,074,574 Derivative liability 8,827 24,426 Dividend liability 240,410 236,630 Operating lease liability, current 115,901 148,226 Related party debt, net of discounts, current 1,202,917 1,201,927 Debt, net of discounts, current 2,938,757 2,938,757 Total current liabilities 13,909,851 11,767,838 Operating lease liability, long term 30,132 79,432 Accrued liabilities, long term 1,586,190 – Related party debt, net of discounts, long term 1,077,213 824,581 Debt, net of discounts, long term 3,335,519 5,529,646 Total long term liabilities 6,029,054 6,433,659 Total liabilities 19,938,905 18,201,497 Commitments and contingencies – – Stockholders’ equity (deficit): Preferred stock, par value: $ 0.001 ; 50,000,000 shares authorized, 252,192 and 252,192 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 252 252 Common stock, par value $ 0.001 ; 10,000,000,000 shares authorized; 2,333,356,496 and 2,636,275,489 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 2,333,356 2,636,275 Additional paid in capital 103,527,994 104,350,746 Accumulated other comprehensive income (loss) (23,218 ) (23,218 ) Accumulated deficit (87,190,371 ) (89,589,479 ) Total stockholders’ equity (deficit) 18,648,013 17,374,576 Total liabilities and stockholders’ equity (deficit) $ 38,586,918 $ 35,576,073

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

3

INVESTVIEW, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND OTHER COMPREHENSIVE INCOME (LOSS)

(Unaudited)

2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue: Subscription revenue, net of refunds, incentives, credits, and chargebacks $ 16,117,992 $ 11,823,581 $ 41,659,185 $ 36,658,790 Mining revenue 2,905,182 2,777,634 7,798,279 9,412,751 Cryptocurrency revenue 146,466 351,433 513,285 1,308,809 Mining equipment repair revenue – 43,511 23,378 123,621 Digital wallet revenue – – – 5,868 Total revenue, net 19,169,640 14,996,159 49,994,127 47,509,839 Operating costs and expenses: Cost of sales and service 3,147,890 2,144,733 7,614,768 5,873,214 Commissions 9,272,024 6,551,195 24,005,229 20,380,676 Selling and marketing 7,410 17,874 536,464 53,139 Salary and related 1,714,299 2,359,225 5,416,292 5,215,833 Professional fees 285,133 601,367 1,202,674 2,350,687 Impairment expense – 625 – 7,008 Loss (gain) on disposal of assets – (118,041 ) 184,221 (389,550 ) General and administrative 2,500,129 2,916,167 7,190,383 7,611,867 Total operating costs and expenses 16,926,885 14,473,145 46,150,031 41,102,874 Net income (loss) from operations 2,242,755 523,014 3,844,096 6,406,965 Other income (expense): Gain (loss) on debt extinguishment – – – 455 Gain (loss) on fair value of derivative liability 11,939 2,319 15,596 40,155 Realized gain (loss) on cryptocurrency (58,401 ) (318,000 ) 170,444 (1,338,597 ) Interest expense (4,726 ) (4,726 ) (14,024 ) (14,024 ) Interest expense, related parties (310,594 ) (310,595 ) (929,008 ) (2,339,729 ) Other income (expense) 431,603 49,872 1,027,108 107,725 Total other income (expense) 69,821 (581,130 ) 270,116 (3,544,015 ) Income (loss) before income taxes 2,312,576 (58,116 ) 4,114,212 2,862,950 Income tax expense (304,262 ) (362,563 ) (1,100,599 ) (1,004,308 ) Net income (loss) 2,008,314 (420,679 ) 3,013,613 1,858,642 Dividends on Preferred Stock (204,835 ) (204,835 ) (614,505 ) (614,505 ) Net income (loss) applicable to common shareholders $ 1,803,479 $ (625,514 ) $ 2,399,108 $ 1,244,137 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments $ – $ – $ – $ (218 ) Total other comprehensive income (loss) – – – (218 ) Comprehensive income (loss) $ 2,008,314 $ (420,679 ) $ 3,013,613 $ 1,858,424 Basic income (loss) per common share $ 0.00 $ (0.00 ) $ 0.00 $ 0.00 Diluted income (loss) per common share $ 0.00 $ (0.00 ) $ 0.00 $ 0.00 Basic weighted average number of common shares outstanding 2,632,983,119 2,641,275,489 2,635,166,049 2,690,146,350 Diluted weighted average number of common shares outstanding 3,669,411,690 2,641,275,489 3,671,594,620 3,726,574,921

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

4

INVESTVIEW, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Unaudited)

Shares Amount Shares Amount Capital Income (Loss) Deficit Total Accumulated Additional Other Preferred stock Common stock Paid in Comprehensive Accumulated Shares Amount Shares Amount Capital Income (Loss) Deficit Total Balance, December 31, 2021 252,192 $ 252 2,904,210,762 $ 2,904,211 $ 101,883,573 $ (23,000 ) $ (75,825,195 ) $ 28,939,841 Common stock issued for services and other stock based compensation – – – – 255,163 – – 255,163 Common stock repurchased from related parties – – (43,101,939 ) (43,102 ) (1,680,906 ) – – (1,724,008 ) Common stock cancelled – – (150,000,000 ) (150,000 ) 150,000 – – – Dividends – – – – – – (204,835 ) (204,835 ) Foreign currency translation adjustment – – – – – 380 – 380 Net income (loss) – – – – – – 2,379,029 2,379,029 Balance, March 31, 2022 252,192 252 2,711,108,823 2,711,109 100,607,830 (22,620 ) (73,651,001 ) 29,645,570 Common stock issued for services and other stock based compensation – – – – 242,024 – – 242,024 Common stock cancelled – – (69,833,334 ) (69,834 ) 69,834 – – – Contribution of crypto currency from related party – – – – 1,185,821 – – 1,185,821 Dividends – – – – – – (204,835 ) (204,835 ) Foreign currency translation adjustment – – – – – (598 ) – (598 ) Net income (loss) – – – – – – (99,708 ) (99,708 ) Balance, June 30, 2022 252,192 252 2,641,275,489 2,641,275 102,105,509 (23,218 ) (73,955,544 ) 30,768,274 Common stock issued for services and other stock based compensation – – – – 1,274,615 – – 1,274,615 Dividends – – – – – – (204,835 ) (204,835 ) Net income (loss) – – – – – – (420,679 ) (420,679 ) Balance, September 30, 2022 252,192 $ 252 2,641,275,489 $ 2,641,275 $ 103,380,124 $ (23,218 ) $ (74,581,058 ) $ 31,417,375 Balance, December 31, 2022 252,192 $ 252 2,636,275,489 $ 2,636,275 $ 104,350,746 $ (23,218 ) $ (89,589,479 ) $ 17,374,576 Common stock issued for services and other stock based compensation – – – – 768,613 – – 768,613 Warrant Exercise – – 230 – 23 – – 23 Derivative liability extinguished with warrant exercise – – – – 3 – – 3 Dividends – – – – – – (204,835 ) (204,835 ) Net income (loss) – – – – – – 407,894 407,894 Balance, March 31, 2023 252,192 252 2,636,275,719 2,636,275 105,119,385 (23,218 ) (89,386,420 ) 18,346,274 Common stock issued for services and other stock based compensation – – – – 628,615 – – 628,615 Dividends – – – – – – (204,835 ) (204,835 ) Net income (loss) – – – – – – 597,405 597,405 Balance, June 30, 2023 252,192 252 2,636,275,719 2,636,275 105,748,000 (23,218 ) (88,993,850 ) 19,367,459 Balance 252,192 252 2,636,275,719 2,636,275 105,748,000 (23,218 ) (88,993,850 ) 19,367,459 Common stock issued for services and other stock based compensation – – – – 649,455 – – 649,455 Common stock purchased and canceled – – (302,919,223 ) (302,919 ) (2,869,461 ) – – (3,172,380 ) Dividends – – – – – – (204,835 ) (204,835 ) Net income (loss) – – – – – – 2,008,314 2,008,314 Balance, September 30, 2023 252,192 $ 252 2,333,356,496 $ 2,333,356 $ 103,527,994 $ (23,218 ) $ (87,190,371 ) $ 18,648,013 Balance 252,192 $ 252 2,333,356,496 $ 2,333,356 $ 103,527,994 $ (23,218 ) $ (87,190,371 ) $ 18,648,013

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

5

INVESTVIEW INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

2023 2022 Nine Months Ended September, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 3,013,613 $ 1,858,642 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 3,258,738 4,251,122 Amortization of debt discount 252,632 1,643,726 Stock issued for services and other stock based compensation 2,046,683 1,771,802 Lease cost, net of repayment 7,648 (23,419 ) (Gain) loss on debt extinguishment – (455 ) (Gain) loss on disposal of assets 184,221 (389,550 ) (Gain) loss on fair value of derivative liability (15,596 ) (40,155 ) Realized (gain) loss on cryptocurrency (170,444 ) 1,338,597 Impairment expense – 7,008 Changes in operating assets and liabilities: Receivables (670,216 ) (68,826 ) Inventory 74,645 (371,796 ) Prepaid assets (665,315 ) (164,124 ) Income tax paid in advance 451,399 (611,584 ) Other current assets (1,142,470 ) (2,907,972 ) Deposits (2,114,529 ) – Accounts payable and accrued liabilities (38,621 ) 1,320,583 Income tax payable 4,799 (807,827 ) Customer advance (96,609 ) 66,368 Deferred revenue 729,408 (1,242,000 ) Deferred tax liability – 994,308 Accrued interest 14,024 14,024 Accrued interest, related parties 676,377 696,002 Net cash provided by (used in) operating activities 5,800,387 7,334,474 CASH FLOWS FROM INVESTING ACTIVITIES: Cash received for the disposal of fixed assets 23,278 1,044,492 Cash paid for fixed assets (2,529,237 ) (15,265,360 ) Net cash provided by (used in) investing activities (2,505,959 ) (14,220,868 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repayments for related party debt (675,387 ) (2,718,142 ) Repayments for debt (724,130 ) (729,016 ) Payments for share repurchase – (1,724,008 ) Dividends paid (481,075 ) (470,563 ) Proceeds from the exercise of warrants 23 – Net cash provided by (used in) financing activities (1,880,569 ) (5,641,729 ) Effect of exchange rate translation on cash – (218 ) Net increase (decrease) in cash, cash equivalents, and restricted cash 1,413,859 (12,528,341 ) Cash, cash equivalents, and restricted cash – beginning of period 21,488,898 32,616,906 Cash, cash equivalents, and restricted cash – end of period $ 22,902,757 $ 20,088,565 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 699,757 $ 828,142 Income taxes $ 645,500 $ 1,429,411 Non-cash investing and financing activities: Common stock purchased and canceled $ 3,172,380 $ 219,834 Derivative liability extinguished with warrant exercise $ 3 $ – Dividends declared $ 614,505 $ 614,505 Dividends paid with cryptocurrency $ 129,650 $ 129,817 Debt and related party debt extinguished in exchange for cryptocurrency $ 1,484,021 $ 1,487,797 Recognition of lease liability and ROU assets at lease commencement $ 23,520 $ – Cryptocurrency received from sale of fixed assets $ 9,913 $ – Purchase of fixed assets with cryptocurrrency $ – $ 259,916 Transfer of fixed assets to inventory $ – $ 567,522 Contribution of cryptocurrency from related party $ – $ 1,185,821

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

6

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Organization

Investview, Inc.was incorporated on January 30, 1946 , under the laws of the state of Utah as the Uintah Mountain Copper Mining Company.

In January 2005, we changed domicile to Nevada and changed our name to Voxpath Holding, Inc.

In September of 2006, we merged with The Retirement Solution Inc.and then changed our name to The Retirement Solution.Com, Inc.Subsequently, in October 2008, we changed our name to Global Investor Services, Inc., before changing our name to Investview, Inc., on March 27, 2012.

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

On June 6, 2017, we entered into an Acquisition Agreement with Market Trend Strategies, LLC, a company whose members are also former members of our management.

Under the Acquisition Agreement, we spun-off our operations that existed prior to the merger with Wealth Generators and sold the intangible assets used in those pre-merger operations in exchange for Market Trend Strategies’ assumption of $ 419,139 in pre-merger liabilities.

On February 28, 2018, we filed a name change for Wealth Generators, LLC to Kuvera, LLC (“Kuvera”).

On January 17, 2019, we renamed our non-operating wholly owned subsidiary WealthGen Global, LLC to SAFETek, LLC, a Utah limited liability company.

On January 11, 2021, we filed a name change for Kuvera, LLC to iGenius, LLC (“iGenius”) and on February 2, 2021, we filed a name change for Kuvera (N.I.) Limited to iGenius Global LTD.

On September 20, 2021, the Board of Directors approved a change in our fiscal year from March 31 to December 31.

Nature of Business

We operate a financial technology (FinTech) services company in several different businesses.We deliver multiple products and services through a direct selling network, also known as multi-level marketing, of independent distributors that offer our products and services through a subscription-based revenue model to our distributors, as well as by our distributors to a large base of customers that we refer to as “members”.Through this business, we provide research, education, and investment tools designed to assist the self-directed investor in successfully navigating the financial markets.These services include research and education regarding equities, options, FOREX, ETFs, binary options, and cryptocurrency.

In addition to trading research and education, we also offer software applications to assist the individual in debt reduction, increased savings, budgeting, and proper tax management.Each product subscription includes a core set of trading tools and research along with the personal finance management suite to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation.

In addition to our education subscriptions, through a distribution arrangement we have with a third party, we provided our members with an opportunity to purchase through such third party, a specialty form of adaptive digital currency called “ndau”.The sale of ndau was discontinued during the quarter ended September 30, 2023.Through our direct selling model, we compensate our distributors with commissions under a standard bonus plan that allows for discretionary bonuses based on performance.

We also operate a blockchain technology business that provides leading-edge research, development, and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets.We currently own and manage over 5,000 next-generation Bitcoin application-specific integrated circuit (“ASIC”) miner machines, with 100% of such machines being powered by renewable energy sources, mainly hydropower plants and geothermal.We are also developing new and more efficient ways to mine cryptocurrencies through innovations in hardware, firmware, and additional ways to develop and utilize renewable energy sources, to increase the hash rate, uptime, profitability, and overall ROI of our crypto currency mining operations.

7

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

Since 2021, we have attempted to develop a brokerage and financial markets business.This was originally designed to, among other things, commercialize on the proprietary trading platform we acquired in September 2021 from MPower Trading Systems, LLC (“MPower”), to provide self-directed (DIY) investors with low pricing, a powerful trading platform, research, analytical tools, real-time data & news, insights and support for investing and trading in stocks, options, ETFs and mutual funds.

Towards that end, in March 2021, we agreed to acquire a brokerage firm owned by an affiliate of our former chief executive officer.However, having been unable to secure the requisite FINRA approval by the expiration of that agreement, we terminated the transaction on June 14, 2022, and have since then continued our search for alternative acquisitions within the brokerage industry.Further, until we are able to start this business, we recently elected to wind down the registration of a dormant investment advisor and commodity trading advisor we own as we concluded there to be no material benefit to retaining an interest in these regulated businesses until we are able to launch our broader-based financial services model.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

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

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q.Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the operating results that may be expected for the filing of our December 31, 2023 Form 10-K.These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2022 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K.

Principles of Consolidation

The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries: iGenius, LLC (formerly Kuvera, LLC), Apex Tek, LLC (formerly Razor Data, LLC), SAFETek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, iGenius Global LTD (formerly Kuvera (N.I.) LTD), Investview Financial Group Holdings, LLC, Investview MTS, LLC, MyLife Wellness Company, and S.A.F.E Management, LLC.All intercompany transactions and balances have been eliminated in consolidation.

Financial Statement Reclassification

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

Use of Estimates

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

Actual results could differ from those estimates.

8

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

Foreign Exchange

We have consolidated the accounts of Kuvera France S.A.S.into our consolidated financial statements.The operations of Kuvera France S.A.S.were conducted in France through its closure date in June of 2021 and its functional currency is the Euro.

Subsequent to June 2021 we maintained a Euro bank account in France that had minimal transactions.The Euro bank account was closed in April 2022.

Prior to June 2021, the financial statements of Kuvera France S.A.S.were prepared using their functional currency and were translated into U.S.dollars (“USD”).Assets and liabilities were translated into USD at the applicable exchange rates at period-end.Stockholders’ equity was translated using historical exchange rates.

Revenue and expenses were translated at the average exchange rates for the period.Any translation adjustments were included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders’ equity (deficit).

Subsequent to June 2021 and prior to the closure of the Euro bank account in April 2022, we translated all transactions in our Euro bank account into USD and translated the ending bank balance into USD at the applicable exchange rate at period-end.

The following rates were used to translate the accounts of Kuvera France S.A.S.into USD for the following operating periods.

SCHEDULE OF EXCHANGE RATES

Nine Months Ended

September 30, 2022 Euro to USD 1.1118

Concentration of Credit Risk

Financial instruments that potentially expose us to concentration of credit risk include cash, accounts receivable, and advances.We place our cash and temporary cash investments with credit quality institutions.At times, such investments may be in excess of the FDIC insurance limit of $ 250,000 .As of September 30, 2023 and December 31, 2022, cash balances that exceeded FDIC limits were $ 5,306,536 and $ 18,202,860 , respectively.

We have not experienced significant losses relating to these concentrations in the past.

Cash Equivalents and Restricted Cash

For purposes of reporting cash flows, we consider all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.As of September 30, 2023 and December 31, 2022, we had no highly liquid debt instruments.

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

SCHEDULE OF RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

September 30, 2023 December 31, 2022 Cash and cash equivalents $ 22,512,638 $ 20,317,253 Restricted cash, current 390,119 931,540 Restricted cash, long term – 240,105 Total cash, cash equivalents, and restricted cash shown on the statement of cash flows $ 22,902,757 $ 21,488,898

Amount included in restricted cash represent funds required to be held in an escrow account by a contractual agreement and will be used for paying dividends to our Series B Preferred Stockholders and funds required to be held in an account as collateral for business charges on our Company credit card.

Receivables

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

We had an allowance for doubtful accounts of $ 722,324 and $ 719,342 as of September 30, 2023 and December 31, 2022, respectively.A portion of our receivables balance is for amounts held in reserve by our merchant processors for future returns and chargebacks.The amount held in reserve was $ 500,000 and $ 775,000 as of September 30, 2023 and December 31, 2022, respectively.

9

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

Fixed Assets

Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives.

When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition is reflected in earnings.Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

Fixed assets were made up of the following at each balance sheet date:

SCHEDULE OF FIXED ASSETS

Estimated Useful Life (years) September 30, 2023 December 31, 2022 Furniture, fixtures, and equipment 10 $ 2,970 $ 76,716 Computer equipment 3 10,440 12,869 Leasehold improvements Remaining Lease Term – 40,528 Data processing equipment 3 14,179,769 13,187,312 Mining repair tools and equipment 1 – 13,627 14,193,179 13,331,052 Accumulated depreciation (6,456,983 ) (4,822,778 ) Net book value $ 7,736,196 $ 8,508,274

Total depreciation expense for the nine months ended September 30, 2023 and 2022, was $ 3,258,738 and $ 4,251,122 , respectively, all of which was recorded in our general and administrative expenses on our statement of operation.During the nine months ended September 30, 2023, we sold assets with a total net book value of $ 26,729 for cash of $ 23,278 and bitcoin worth $ 9,913 , therefore recognized a gain on disposal of assets of $ 6,462 .This gain was offset by loss on disposal of assets with a net book value of $ 15,848 .During the nine months ended September 30, 2022, we sold assets with a total net book value of $ 654,942 for cash of $ 1,044,492 , therefore recognized a gain on disposal of assets of $ 389,550 .

Long-Lived Assets – Intangible Assets & License Agreement

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

ASC Subtopic 350-30, which requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable.Our cryptocurrencies are deemed to have an indefinite useful life; therefore, amounts are not amortized, but rather are assessed for impairment as further discussed in our impairment policy.Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization.

If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.

Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.

We hold cryptocurrency-denominated assets and include them in our consolidated balance sheet as other assets.The value of our cryptocurrencies as of September 30, 2023 and December 31, 2022, were $ 2,183,252 ($ 2,047,582 current and $ 135,670 restricted long term) and $ 2,474,096 ($ 2,360,957 current and $ 113,139 restricted long term), respectively.

Cryptocurrencies purchased or received for payment from customers are recorded in accordance with ASC 350-30 and cryptocurrencies awarded to the Company through its mining activities ($ 7,798,279 and $ 9,412,751 for the nine months ended September 30, 2023 and 2022, respectively) are accounted for in connection with the Company’s revenue recognition policy.The use of cryptocurrencies is accounted for in accordance with the first in first out method of accounting.For the nine months ended September 30, 2023 and 2022, we recorded realized gains (losses) on our cryptocurrency transactions of $ 170,444 and $ (1,338,597) , respectively.

On March 22, 2021, we entered into Securities Purchase Agreement to acquire the operating assets and intellectual property rights of MPower Trading Systems LLC, a company controlled and partially owned by David B.Rothrock and James R.Bell, two of our board members.As a result, we obtained Prodigio, a proprietary software-based trading platform with applications within the brokerage industry, which was valued at $ 7,240,000 and recorded on our balance sheet as an intangible asset as of December 31, 2021.

The intangible asset was expected to have a definite life, however, during the year ended December 31, 2022, the software had not been placed in service, therefore a useful life had not been assigned and no amortization had been recorded.Instead, as of December 31, 2022, the intangible asset was conservatively impaired due to a question on the recoverability of the value recorded.

10

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

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.

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

During the nine months ended September 30, 2023, no impairment was recorded.

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

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, and debt.We have determined that the book value of our outstanding financial instruments as of September 30, 2023 and December 31, 2022, approximates the fair value due to their short-term nature or interest rates that approximate prevailing market rates.

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of September 30, 2023:

SCHEDULE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

Level 1 Level 2 Level 3 Total Total Assets $ – $ – $ – $ – Derivative liability $ – $ – $ 8,827 $ 8,827 Total Liabilities $ – $ – $ 8,827 $ 8,827

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2022:

Level 1 Level 2 Level 3 Total Total Assets $ – $ – $ – $ – Derivative liability $ – $ – $ 24,426 $ 24,426 Total Liabilities $ – $ – $ 24,426 $ 24,426

11

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

Revenue Recognition

Subscription Revenue

Most of our revenue is generated by subscription sales and payment is received at the time of purchase.We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date.

Additionally, we offer a designated trial period to first time subscription customers, during which a full refund can be requested if a customer does not wish to continue with the subscription.Revenues are deferred during the trial period as collection is not probable until that time has passed.Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.As of September 30, 2023 and December 31, 2022, our deferred revenues were $ 2,803,982 and $ 2,074,574 , respectively.

Mining Revenue

Through our wholly owned subsidiary, SAFETek, LLC, we leased equipment under a sales-type lease through June of 2020.In June of 2020 we cancelled all leases and purchased all of the rights and obligations under the leases, which included obtaining ownership of all equipment.We use the equipment on blockchain networks to validate and add blocks of transactions to blockchain ledgers (commonly referred to as “mining”).

As compensation for mining, we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us.Our mining activities constitute our ongoing major and central operations of SAFETek, LLC.Because we do not have contracts, nor do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately granted to us as a result of our mining activities.

Cryptocurrency Revenue

We generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with a third-party supplier.The various packages included different amounts of coin with differing rates of returns and terms.The coin is delivered by a third-party supplier.

The sale of cryptocurrency packages was discontinued during the quarter ended September 30, 2023.

We recognize cryptocurrency revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.

Our performance obligation is to arrange for the third-party to provide coin to our customers and payment is received from our customers at the time of order placement.All customers are given two weeks to request a refund, therefore we record a customer advance on our balance sheet upon receipt of payment.After the two weeks have passed from order placement, we request our third-party supplier to deliver the coin, at which time we recognize revenue and the amounts due to our supplier on our books.As of September 30, 2023 and December 31, 2022, our customer advances related to cryptocurrency revenue were $ 0 and $ 96,609 , respectively.

Mining Equipment Repair Revenue

Through our wholly owned subsidiary, SAFETek, LLC, we repair broken mining equipment for sale to third-party customers.

Our mining equipment repair business was discontinued during the quarter ended June 30, 2023.

We recognize miner repair revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.Our performance obligation is to deliver the promised goods to our customers.

12

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

Digital Wallet Revenue

We generate revenue from the sale of digital wallets to our customers through an arrangement with a third-party supplier.

We offer three tiers of wallets which include different features.The digital wallets are delivered by a third-party supplier.

The sale of digital wallets to our customers was discontinued during the year ended December 31, 2022.

We recognize digital wallet revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.

Our performance obligation is to arrange for the third-parties to provide the wallet to our customers and payment is received from our customers at the time of order placement.

Revenue generated for the nine months ended September 30, 2023, was as follows:

SCHEDULE OF REVENUE GENERATED

Subscription

Revenue Cryptocurrency

Revenue Mining

Revenue Miner Repair

Revenue Total Gross billings/receipts $ 45,284,739 $ 990,785 $ 7,798,279 $ 23,378 $ 54,097,181 Refunds, incentives, credits, and chargebacks (3,625,554 ) – – – (3,625,554 ) Amounts paid to providers – (477,500 ) – – (477,500 ) Net revenue $ 41,659,185 $ 513,285 $ 7,798,279 $ 23,378 $ 49,994,127

For the nine months ended September 30, 2023, foreign and domestic revenues were approximately $ 38.1 million and $ 11.9 million, respectively.

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

Subscription

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

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

Revenue generated for the three months ended September 30, 2023, was as follows:

Subscription

Revenue Cryptocurrency

Revenue Mining

Revenue Total Gross billings/receipts $ 17,499,805 $ 258,466 $ 2,905,182 $ 20,663,453 Refunds, incentives, credits, and chargebacks (1,381,813 ) – – (1,381,813 ) Amounts paid to providers – (112,000 ) – (112,000 ) Net revenue $ 16,117,992 $ 146,466 $ 2,905,182 $ 19,169,640

13

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

For the three months ended September 30, 2023, foreign and domestic revenues were approximately $ 14.7 million and $ 4.5 million, respectively.

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

Subscription

Revenue Cryptocurrency

Revenue Mining

Revenue Miner Repair

Revenue Digital Wallet

Revenue Total Gross billings/receipts $ 12,638,375 $ 673,933 $ 2,777,634 $ 43,511 $ – $ 16,133,453 Refunds, incentives, credits, and chargebacks (814,794 ) – – – – (814,794 ) Amounts paid to providers – (322,500 ) – – – (322,500 ) Net revenue $ 11,823,581 $ 351,433 $ 2,777,634 $ 43,511 $ – $ 14,996,159

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

Advertising, Selling, and Marketing Costs

We expense advertising, selling, and marketing costs as incurred.Advertising, selling, and marketing costs include costs of promoting our product worldwide, including promotional events.Advertising, selling, and marketing expenses for the nine months ended September 30, 2023 and 2022, totaled $ 536,464 and $ 53,139 , respectively.

Cost of Sales and Service

Included in our costs of sales and services are amounts paid to our trading and market experts that provide financial education content and tools to our subscription customers, hosting and energy fees that we pay to vendors at third-party sites in order to generate mining revenue, and the costs associated with our miner repair revenue.Costs of sales and services for the nine months ended September 30, 2023 and 2022, totaled $ 7,614,768 and $ 5,873,214 , respectively.

Inventory

Inventory consists of finished goods to be sold as part of our miner repair revenue and materials that were purchased for refurbishment but will be sold as purchased due to the Company winding down the refurbishment and sale of repaired miners.Inventory is valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method and is inclusive of any shipping and tax costs.During the nine months ended September 30, 2023, we recognized a loss on disposal of assets of $ 174,835 .As of September 30, 2023 and December 31, 2022 the net realizable value of our inventory was $ 0 and $ 249,480 , respectively.

Income Taxes

Income taxes are recorded in accordance with ASC Topic 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns.

Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities, including operating losses and credit carryforwards, using enacted tax rates in effect for the year in which the differences are expected to reverse.

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

14

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

Net Income (Loss) per Share

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

The following table illustrates the computation of diluted earnings per share for the three months ended September 30, 2023.

Due to the net loss for the three months ended September 30, 2022 there were 1,036,428,571 potentially dilutive securities that were excluded from the diluted income per common share computation, as the effect of including these shares would be antidilutive.

SCHEDULE OF DILUTED EARNINGS PER SHARE

September 30, 2023 Net income (loss) $ 2,008,314 Less: preferred dividends (204,835 ) Add: interest expense on convertible debt 225,129 Net income available to common shareholders (numerator) $ 2,028,608 Basic weighted average number of common shares outstanding 2,632,983,119 Dilutive impact of convertible notes 471,428,571 Dilutive impact of non-voting membership interest 565,000,000 Diluted weighted average number of common shares outstanding (denominator) 3,669,411,690 Diluted income per common share $ 0.00

The following table illustrates the computation of diluted earnings per share for the nine months ended September 30, 2023 and 2022, where no potentially dilutive securities were excluded from the computation:

September 30, 2023 September 30, 2022 Net income (loss) $ 3,013,613 $ 1,858,642 Less: preferred dividends (614,505 ) (614,505 ) Add: interest expense on convertible debt 675,387 469,884 Net income available to common shareholders (numerator) $ 3,074,495 $ 1,714,021 Basic weighted average number of common shares outstanding 2,635,166,049 2,690,146,350 Dilutive impact of convertible notes 471,428,571 471,428,571 Dilutive impact of non-voting membership interest 565,000,000 565,000,000 Diluted weighted average number of common shares outstanding (denominator) 3,671,594,620 3,726,574,921 Diluted income per common share $ 0.00 $ 0.00

Lease Obligation

We determine if an arrangement is a lease at inception.

Operating leases are included in the operating lease right-of-use asset account, the operating lease liability, current account, and the operating lease liability, long term account in our balance sheet.Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.For leases in which the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.We have elected to not apply the recognition requirements of ASC 842 to short-term leases (leases with terms of twelve months or less).Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term.

We have elected the practical expedient and will not separate non-lease components from lease components and will instead account for each separate lease component and non-lease component associated with the lease components as a single lease component.

15

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

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

NOTE 4 – LIQUIDITY

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

During the nine months ended September 30, 2023, we recorded a net income from operations of $ 3,844,096 and net income of $ 3,013,613 .As of September 30, 2023, we have unrestricted cash and cash equivalents of $ 22,512,638 and a working capital balance of $ 14,082,655 .As of September 30, 2023, our unrestricted cryptocurrency balance was reported at a cost basis of $ 2,047,582 .Management does not believe there are any liquidity issues as of September 30, 2023.

NOTE 5 – RELATED-PARTY TRANSACTIONS

Related Party Debt

Our related-party payables consisted of the following:

SCHEDULE OF RELATED PARTY PAYABLES

September 30, 2023 December 31, 2022 Convertible Promissory Note entered into on 4/27/20, net of debt discount of $ 855,038 as of September 30, 2023 [1] $ 444,962 $ 347,782 Convertible Promissory Note entered into on 5/27/20, net of debt discount of $ 464,219 as of September 30, 2023 [2] 235,781 183,020 Convertible Promissory Note entered into on 11/9/20, net of debt discount of $ 903,530 as of September 30, 2023 [3] 396,470 293,779 Working Capital Promissory Note entered into on 3/22/21 [4] 1,202,917 1,201,927 Total related-party debt 2,280,130 2,026,508 Less: Current portion (1,202,917 ) (1,201,927 ) Related-party debt, long term $ 1,077,213 $ 824,581

[1] On April 27, 2020, we received proceeds of $ 1,300,000 from DBR Capital, LLC, an entity controlled by our Chairman, and entered into a convertible promissory note.The note is secured by collateral of the Company and its subsidiaries and certain Company shares pledged by non-affiliated shareholders.The note bears interest at 20 % per annum, payable monthly, and the principal is due and payable on April 27, 2030 .

Per the original terms of the agreement, the note was convertible into common stock at a conversion price of $ 0.01257 per share, which was amended on November 9, 2020 to reduce the conversion price to $ 0.007 per share.At inception we recorded a beneficial conversion feature and debt discount of $ 1,300,000 .During the nine months ended September 30, 2023, we recognized $ 97,180 of the debt discount into interest expense, as well as expensed an additional $ 195,012 of interest expense on the note, all of which was repaid during the period.[2] On May 27, 2020, we received proceeds of $ 700,000 from DBR Capital, LLC, and entered into a convertible promissory note.

The note is secured by collateral of the Company and its subsidiaries, and certain Company shares pledged by non-affiliated shareholders.The note bears interest at 20 % per annum, payable monthly, and the principal is due and payable on April 27, 2030 .Per the original terms of the agreement, the note was convertible into common stock at a conversion price of $ 0.01257 per share, which was amended on November 9, 2020 to reduce the conversion price to $ 0.007 per share.At inception we recorded a beneficial conversion feature and debt discount of $ 700,000 .During the nine months ended September 30, 2023, we recognized $ 52,761 of the debt discount into interest expense as well as expensed an additional $ 105,003 of interest expense on the note, all of which was repaid during the period.

16

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

[3] On November 9, 2020, we received proceeds of $ 1,300,000 from DBR Capital, LLC, and entered into a convertible promissory note.The note is secured by collateral of the Company and its subsidiaries, and certain Company shares pledged by non-affiliated shareholders.The note bears interest at 38.5 % per annum, made up of a 25 % interest rate per annum and a facility fee of 13.5 % per annum, payable monthly beginning February 1, 2021, and the principal is due and payable on April 27, 2030 .Per the terms of the agreement, the note is convertible into common stock at a conversion price of $ 0.007 per share.

At inception we recorded a beneficial conversion feature and debt discount of $ 1,300,000 .During the nine months ended September 30, 2023, we recognized $ 102,691 of the debt discount into interest expense as well as expensed an additional $ 375,372 of interest expense on the note, all of which was repaid during the period.[4] On March 22, 2021, we entered into Securities Purchase Agreements to purchase 100 % of the operating assets of SSA Technologies LLC, an entity that owns and operates a FINRA-registered broker-dealer.SSA is controlled and partially owned by Joseph Cammarata, our former Chief Executive Officer.

(See Note 10).Commencing upon execution of the agreements and through the closing of the transactions, we agreed to provide certain transition service arrangements to SSA.

In connection with the transactions, we entered into a Working Capital Promissory Note with SSA under which SSA was to have advanced to us up to $ 1,500,000 before the end of 2021; however, SSA only provided advances of $ 1,200,000 , to date.The note bears interest at the rate of 0.11 % per annum.

The note was due and payable by January 31, 2022; however, has not yet been repaid as we consider our legal options in light of SSA’s failure to complete its funding obligations.During the nine months ended September 30, 2023, we recorded interest expense of $ 990 on the note.The note was to have been secured by the pledge of 12,000,000 shares of our common stock; however, it remains unsecured as the pledge of shares was not implemented at the closing of the loan.

Other Related Party Arrangements

On January 6, 2022, we entered into a Separation and Release Agreement (the “Separation Agreements”) with Mario Romano and Annette Raynor, two of the Company’s founders and former members of management and the Board of Directors, and Wealth Engineering, LLC, an affiliate of Mr.

Romano and Ms.

Raynor.Under the Separation Agreements, Mr.Romano and Ms.Raynor resigned their positions as officers and directors of the Company effective immediately upon execution of the Separation Agreements as they each transitioned to the roles of consultants to the Company.Mr.Romano and Ms.

Raynor provided consulting services to the Company in their roles from January 6, 2022, through the elimination of these positions on or about July 14, 2023.In conjunction with the Separation Agreements, Mr.Romano and Ms.Raynor forfeited 150,000,000 shares, in total, which were returned to the Company and cancelled.The Company also repurchased a total of 43,101,939 shares from Mr.Romano and Ms.

Raynor in exchange for cash of $ 1,724,008 , which was paid to federal and state taxing authorities on behalf of Wealth Engineering, LLC as payment for the estimated federal and state taxes that Wealth Engineering, LLC may be subject to in connection with the vesting of 63,333,333 Company restricted shares that vested on July 22, 2021 (see NOTE 9).

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

In addition to the cash consideration for the Purchased Shares, the Company also agreed to cover a limited amount of the legal fees incurred by the Sellers in the transaction, as well as provide Mr.Romano and Ms.Raynor with a $ 250,000 expense allowance, payable in installments, to cover legal fees and other expenses on a non-accountable basis, in connection with any matters that may arise in which either or both of Mr.Romano and/or Ms.Raynor served as officers and directors of the Company.

In return, Mr.Romano and Ms.Raynor agreed to waive any future entitlement, if at all, to indemnification of costs and expenses, including legal fees under Nevada law or otherwise arising from or relating to any period in which Romano or Raynor were officers and directors of the Company.

The consideration paid for the Purchased Shares of $ 2,922,380 plus the $ 250,000 expense allowance was allocated to the share purchase for a total of $ 3,172,380 (see NOTE 9).

The loans referenced in footnotes 1-3 above, were advanced under a Securities Purchase Agreement we entered into on April 27, 2020, with DBR Capital.Under the Securities Purchase Agreement (which was subsequently amended and restated), DBR Capital agreed to advance up to $ 11 million to us in a series of up to five closings through December 31, 2022, of which the amounts advanced covered in footnotes 1-3 above constituted the first three closings.

On August 12, 2022, we and DBR Capital, entered into a Fourth Amendment to the now Amended and Restated Securities Purchase Agreement that extends the deadlines for the fourth and fifth closings under that Agreement from December 31, 2022, to December 31, 2024.The fourth and fifth closings remain at the sole discretion of DBR Capital and we cannot provide any assurance that they will occur when contemplated or ever.

17

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

NOTE 6 – DEBT

Our debt consisted of the following:

SCHEDULE OF DEBT

September 30, 2023 December 31, 2022 Loan with the U.S.Small Business Administration dated 4/19/20 [1] $ 532,891 $ 543,237 Long term notes for APEX lease buyback [2] 5,741,385 7,925,166 Total debt 6,274,276 8,468,403 Less: Current portion 2,938,757 2,938,757 Debt, long term portion $ 3,335,519 $ 5,529,646

[1] In April 2020, we received proceeds of $ 500,000 from a loan entered into with the U.S.

Small Business Administration.Under the terms of the loan interest is to accrue at a rate of 3.75 % per annum.

We began making installment payments of $ 2,437 in October 2022.All interest and principal is due and payable thirty years from the date of the loan.During the nine months ended September 30, 2023 and 2022 we recorded $ 14,024 and $ 14,024 , respectively, worth of interest on the loan.During the nine months ended September 30, 2023 we made interest payments on the loan of $ 24,370 .[2] During the year ended March 31, 2021, we entered into notes with third parties for $ 19,089,500 in exchange for the cancellation of APEX leases previously entered into, which resulted in our purchase of all rights and obligations under the leases.We agreed to settle a portion of the debt during the year ended March 31, 2021, at a discount to the original note terms offered, by making lump sum payments, issuing shares of our common stock, issuing shares of our preferred stock, and issuing cryptocurrency.The remaining notes are all due December 31, 2024 and have a fixed monthly payment that is equal to 75 % of the face value of the note, divided by 48 months.The monthly payments began the last day of January 2021 and continue until December 31, 2024 when the last monthly payment will be made, along with a balloon payment equal to 25 % of the face value of the note, to extinguish the debt.

During the nine months ended September 30, 2023, we repaid a portion of the debt with cash payments of $ 699,760 and issuances of cryptocurrency valued at $ 1,484,021 .During the nine months ended September 30, 2022, we repaid a portion of the debt with cash payments of $ 729,016 and issuances of cryptocurrency valued at $ 1,487,797 .

NOTE 7 – DERIVATIVE LIABILITY

During the nine months ended September 30, 2023, we had the following activity in our derivative liability account relating to our warrants:

SCHEDULE OF DERIVATIVE LIABILITY

Derivative liability at December 31, 2022 $ 24,426 Derivative liability recorded on new instruments – Derivative liability reduced by warrant exercise (see NOTE 9) (3 ) (Gain) loss on fair value (15,596 ) Derivative liability at September 30, 2023 $ 8,827

We use the binomial option pricing model to estimate fair value for those instruments at inception, at warrant exercise, and at each reporting date.During the nine months ended September 30, 2023, the assumptions used in our binomial option pricing model were in the following range:

SCHEDULE OF ASSUMPTIONS USED IN BINOMINAL OPTION PRICING MODE

Risk free interest rate 4.80 – 5.03 % Expected life in years 1.84 – 2.75 Expected volatility 117 – 143 %

18

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

NOTE 8 – OPERATING LEASE

In August 2019, we entered an operating lease for office space in Eatontown, New Jersey (the “Eatontown Lease”), in September 2019 we entered an operating lease for office space in Kaysville, Utah (the “Kaysville Lease”), in May 2021 we entered an operating lease for office space in Conroe, Texas (the “Conroe Lease”), in July 2021 we entered an operating lease for office space in Wyckoff, New Jersey (the “Wyckoff Lease”), and in September 2021, we assumed an operating lease for office space in Haverford, Pennsylvania (the “Haverford Lease”) in connection with the MPower acquisition.This facility is now being used as the headquarters of the company.

At commencement of the Eatontown Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $ 110,097 .The three-year lease term of the Eatontown Lease was extended on a month-to-month basis commencing August 1, 2022 and was terminated in February 2023.Under the lease, we were obligated to pay twelve monthly installments to cover an annual utility charge of $ 1.75 per rentable square foot for electric usage within the demised premises.As the lessor has the right to digitally meter and charge us accordingly, these payments were deemed variable and were expensed as incurred.

At commencement of the Conroe Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $ 174,574 .This lease was terminated in June 2023.

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

The original 24.5 -month term of the Wyckoff Lease was extended through July 2025 with an option for the Company to terminate with 60 days’ written notice beginning June 1, 2024.The earliest termination date is July 31, 2024 .At the extension of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $ 23,520 .

At date of acquisition of the Haverford Lease, right-of-use assets and lease liabilities obtained amounted to $ 125,522 and $ 152,961 , respectively.

The term of the Haverford Lease was extended through December 2024.

At the extension of the Haverford Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $ 172,042 .

Operating lease expense was $ 128,583 for the nine months ended September 30, 2023.Operating cash flows used for the operating leases during the nine months ended September 30, 2023, was $ 120,935 .As of September 30, 2023, the weighted average remaining lease term was 1.34 years and the weighted average discount rate was 12 %.

Future minimum lease payments under non-cancellable leases as of September 30, 2023, were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES

Remainder of 2023 $ 23,808 2024 116,027 2025 7,835 Total 147,670 Less: Interest (1,637 ) Present value of lease liability 146,033 Operating lease liability, current [1] (115,901 ) Operating lease liability, long term $ 30,132

[1] Represents lease payments to be made in the next 12 months.

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

We are authorized to issue up to 50,000,000 shares of preferred stock with a par value of $ 0.001 and our board of directors has the authority to issue one or more classes of preferred stock with rights senior to those of common stock and to determine the rights, privileges, and preferences of that preferred stock.

Our Board of Directors approved the designation of 2,000,000 of the Company’s shares of preferred stock as Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), each with a stated value of $ 25 per share.Our Series B Preferred Stockholders are entitled to receive cumulative dividends at the annual rate of 13 % per annum of the stated value, equal to $ 3.25 per annum per share.The Series B Preferred Stock is redeemable at our option or upon certain change of control events.

19

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

During the year ended March 31, 2021, we commenced a public securities offering to sell a total of 2,000,000 units at $ 25 per unit (“Unit Offering”), with each unit consisting of: (i) one share of our newly authorized Series B Preferred Stock and (ii) five warrants each exercisable to purchase one share of common stock at an exercise price of $0.10 per warrant share.Each Warrant offered is immediately exercisable on the date of issuance, will expire 5 years from the date of issuance, and its value has been classified as a fair value liability due to the terms of the instrument (see NOTE 7).

The Unit Offering was completed on or about August 17, 2021, having resulted in the public offer and sale of 252,192 Units.

As of September 30, 2023 and December 31, 2022, we had 252,192 shares of preferred stock issued and outstanding.

Preferred Stock Dividends

During the nine months ended September 30, 2023, we recorded $ 614,505 for the cumulative cash dividends due to the shareholders of our Series B Preferred Stock.We made payments of $ 481,075 in cash and issued $ 129,650 worth of cryptocurrency to reduce the amounts owed.As a result, we recorded $ 240,410 as a dividend liability on our balance sheet as of September 30, 2023.

During the nine months ended September 30, 2022, we recorded $ 614,505 for the cumulative cash dividends due to the shareholders of our Series B Preferred Stock.We made payments of $ 470,563 in cash and issued $ 129,817 worth of cryptocurrency to reduce the amounts owed.

Common Stock Transactions

During the nine months ended September 30, 2023, we issued 230 shares of common stock as a result of warrants exercised, resulting in proceeds of $ 23 and an increase in additional paid in capital of $ 3 for the derivative liability extinguished with the exercise (see NOTE 7).Also, during the nine months ended September 30, 2023, we repurchased 302,919,223 shares from two of the original founders of the Company and a series of their family members and related entities in exchange for cash of $ 3,172,380 (see NOTE 5).We also recognized $ 2,046,683 in stock-based compensation based on grant date fair values and vesting terms of awards granted in prior periods.

During the nine months ended September 30, 2022, we cancelled 219,833,334 shares of our common stock that had been issued but were forfeited voluntarily by the holders thereof, consisting of: 150,000,000 shares collectively surrendered by Mario Romano and Annette Raynor under the Separation Agreements (see NOTE 5); and 69,833,334 outstanding unvested restricted shares that were surrendered by senior management prior to vesting in consideration of the issuance of replacement options (discussed below).

As a result, we decreased common stock by $ 219,834 and increased additional paid in capital by the same.Further, 33,333,333 shares of common stock formerly held by Joseph Cammarata were forfeited as of December 31, 2021 in connection with his termination by the Company (relating primarily to his then ongoing legal proceedings).All forfeited shares were deemed cancelled as of June 30, 2022.Also, during the nine months ended September 30, 2022, we repurchased 43,101,939 shares from members of our then management team and Board of Directors in exchange for cash of $ 1,724,008 to pay for tax withholdings (see NOTE 5).

We also recognized $ 383,906 in stock-based compensation based on grant date fair values and vesting terms of awards granted in prior periods.

As of September 30, 2023 and December 31, 2022, we had 2,333,356,496 and 2,636,275,489 shares of common stock issued and outstanding, respectively.

Options

During the year ended December 31, 2022, we restructured unvested incentive equity awards previously granted to our senior leadership team.The Company’s senior management team and board of directors unanimously agreed to surrender and terminate an aggregate of 68,533,334 outstanding unvested restricted shares of our common stock and 218,500,000 shares of our common stock that we agreed to issue, subject to conditions of issuance, in exchange for the issuance of options to purchase 360,416,665 shares of our common stock, vesting in equal amounts over a five-year period, at an exercise price of $ 0.05 per share, with a seven-year life.The third-party valuation firm we engaged to value these options utilized the Black Scholes Model to value these options and the expense related to these options is being recognized over their vesting terms.Total stock compensation expense related to the options for the nine months ended September 30, 2023 and 2022, was $ 2,036,345 and $ 1,384,210 , respectively.

20

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

Warrants

Transactions involving our warrants are summarized as follows:

SUMMARY OF WARRANTS ISSUED

Weighted Number of Average Shares Exercise Price Warrants outstanding at December 31, 2022 1,178,320 $ 0.10 Granted – $ – Canceled/Expired – $ – Exercised (230 ) $ 0.10 Warrants outstanding at September 30, 2023 1,178,090 $ 0.10

Details of our warrants outstanding as of September 30, 2023, is as follows:

SUMMARY OF WARRANTS OUTSTANDING

Exercise Price Warrants Outstanding Warrants Exercisable Weighted Average Contractual Life (Years) $ 0.10 1,178,090 1,178,090 2.40

Class B Units of Investview Financial Group Holdings, LLC

As of September 30, 2023, and December 31, 2022, there were 565,000,000 Units of Class B Investview Financial Group Holdings, LLC issued and outstanding.

These units were issued as consideration for the purchase of operating assets and intellectual property rights of MPower, a company controlled and partially owned by David B.

Rothrock and James R.Bell, two of our board members.The Class B Redeemable Units have no voting rights but can be exchanged at any time, within 5 years from the date of issuance, for 565,000,000 shares of our common stock on a one-for-one basis and are subject to significant restrictions upon resale through 2025 under the terms of a lock up agreement entered into as part of the purchase agreement.

In order to properly account for the purchase transaction on the Company’s financial statements, we were required by applicable financial reporting standards to value the Class B Units issued to MPower in the transaction as of the closing date of the MPower sale transaction (September 3, 2021).For these accounting purposes, we concluded that the “fair value” of the consideration for financial accounting purposes, at the if-converted market value of the underlying common shares was $ 58.9 million, based on the closing market price of $ 0.1532 on the closing date of September 3, 2021, as discounted from $ 86.6 million by 32 % (or $ 27.7 million) to reflect the significant lock up period.The “fair value” valuation of the Class B Units, however, was completed relying on a certain set of methodologies that are accepted for accounting purposes, and is not necessarily indicative of the “fair market value” that may be implied relative to such Units in a commercial transaction not governed by financial reporting standards.In particular, the methodology used to value the Class B Units at their “fair value” did not take into account any blockage discounts that may otherwise apply after the expiration of the lock-up period in 2025; while other valuation methodologies, not bound by financial reporting codifications, would possibly determine that the blockage discount associated with the resale of 565 million shares after the expiration of the lock-up period, into a marketplace that has limited market liquidity, could possibly have a material downward influence on the valuation.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we may be, or have been, involved in legal proceedings.

During the nine months ended September 30, 2023, we were not involved in any material legal proceedings, however, during November 2021 we received a subpoena from the United States Securities and Exchange Commission (“SEC”) for the production of documents.We have reason to believe that the focus of the SEC’s inquiry involves whether certain federal securities laws were violated in connection with, among other things, the offer and sale of our now discontinued Apex sale and leaseback program, the operation of our direct selling network now known as iGenius, and the offer and sale of cryptocurrency products.

In the subpoena, the SEC advised that the investigation does not mean that the SEC has concluded that we or anyone else has violated federal securities laws and or any other law.We believe that we have complied at all times with the federal securities laws.However, we are aware of the evolving SEC commentary and rulemaking process relative to the characterization of cryptocurrency products under federal securities laws that is sweeping through a large number of businesses that operate within the cryptocurrency sector.We have to date and continue to cooperate fully with the SEC’s investigation and will continue to work with outside counsel to review the matter.

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

That suspension will remain in place until we are able to further validate the continued integrity of the product protection and the vendor’s ability to honor its commitments to our members.We cannot ensure that such third-party provider will comply with its contractual requirements, which could cause our members to not achieve the level of return on their investments expected, and possibly expose us to claims that could have an adverse effect on our business, financial condition, and operating results.

21

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023

(Unaudited)

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

Based on public reporting of the matter, the Company believes that Mr.Cammarata was convicted of certain of these criminal charges and is presently incarcerated.

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

We issued a promissory note to Mr.Cammarata, which, following certain modifications, on or about March 30, 2021, was restated in the principal amount of $ 1,550,000 (the “Cammarata Note”).Although not originally convertible, as per the March 30, 2021, amendment, the Cammarata Note became convertible at $ 0.02 per share, Thereafter, effective September 21, 2021, and following another modification, the conversion price under the Cammarata Note was reduced to $ 0.008 per share.

During February 2022, we provided 30 days’ notice of our intent to retire and repay the Cammarata Note in cash.Having not timely received a properly executed conversion notice within the proscribed period and citing certain breaches of Mr.

Cammarata’s fiduciary duty to us, as well as damages incurred by us arising from Mr.Cammarata’s then ongoing legal proceedings, on or about March 31, 2022, we tendered to Mr.Cammarata cash payment in full for the Cammarata Note.

As of the date of this Report, Mr.

Cammarata has not accepted our tender of the cash payment, and through his then counsel, has asserted his entitlement to exercise his right to convert the Cammarata Note into our common shares.Although we believe that our cash tender was appropriate under the terms of the Cammarata Note and our claims for damages by Mr.Cammarata have merit, if Mr.Cammarata elects to challenge our cash tender in a court proceeding, and if we are unable to sustain our legal position on the matter, Mr.

Cammarata could receive up to approximately 203 million shares of our common stock upon conversion of the Cammarata Note.As a result of his recent incarceration, the Company has been unable to further adjudicate these issues with Mr.Cammarata.

On March 22, 2021, we entered into Securities Purchase Agreements to purchase 100 % of the operating assets of SSA Technologies LLC, an entity that owns and operates a FINRA-registered broker-dealer.SSA is controlled and partially owned by Joseph Cammarata, our former Chief Executive Officer.

Commencing upon execution of the agreements and through the closing of the transactions, we agreed to provide certain transition service arrangements to SSA.In connection with the transactions, we entered into a Working Capital Promissory Note with SSA under which SSA was to have advanced to us up to $ 1,500,000 before the end of 2021; however, SSA has only provided advances of $ 1,200,000 to date.

The note bears interest at the rate of 0.11 % per annum therefore we recognized $ 990 worth of interest expense on the loan during the nine months ended September 30, 2023.The note was due and payable by January 31, 2022; however, has not yet been repaid as we consider our legal options in light of SSA’s failure to complete its funding obligations.The note was to have been secured by the pledge of 12,000,000 shares of our common stock; however, it remains unsecured as the pledge of shares was not implemented at the closing of the loan.As a result of his recent incarceration, the Company has been unable to further adjudicate these issues with Mr.Cammarata.

NOTE 11 – INCOME TAXES

For the periods ended September 30, 2023, and September 30, 2022, the Company used a discrete effective tax rate method for recording income taxes, as compared to an estimated full year annual effective tax rate method, as an estimate of the annual effective tax rate cannot be made.

Provision for income taxes for the three and nine months ended September 30, 2023, was $ 304,262 and $ 1,100,599 , respectively, resulting in an effective tax rate of 13.2 % and 26.8 %, respectively.Provision for income taxes for the three and nine months ended September 30, 2022 was $ 362,563 and $ 1,004,308 , respectively, resulting in an effective tax rate of ( 623.9 %) and 35.1 %, respectively.

The provision for income taxes was primarily impacted by pretax book income, permanent differences, and by the change in valuation allowance on deferred tax assets.

NOTE 12 – SUBSEQUENT EVENTS

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

22

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

Forward-Looking Statements

The following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements included elsewhere in this report.This discussion contains forward-looking statements that involve risks and uncertainties.When the words “believe,” “expect,” “plan,” “project,” “estimate,” and similar expressions are used, they identify forward-looking statements.These forward-looking statements are based on management’s current beliefs and assumptions and information currently available to management, and i.

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