General form for registration of securities under the Securities Act of 1933



STYLE="font: 10pt Times New Roman, Times, Serif">





As filed with the
Securities and Exchange Commission on December [  ], 2020




Registration
No. 333-



























UNITED
STATES






SECURITIES
AND EXCHANGE COMMISSION






Washington,
D.C. 20549












FORM
S-1












REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933












INVESTVIEW,
INC.





(Exact
name of registrant as specified in its charter)
























Nevada








7389








87-0369205





(State
or other jurisdiction




of
incorporation or organization)








(Primary
Standard Industrial




Classification
Code Number)








(I.R.S.
Employer




Identification
No.)










234
Industrial Way West, Ste. A202






Eatontown,
New Jersey 07724






Telephone
732-889-4300





(Address,
including zip code and telephone number, including area code, of registrant’s principal executive offices)











Joseph
Cammarata, Chief Executive Officer






InvestView,
Inc.






234
Industrial Way West, Ste. A202






Eatontown,
New Jersey 07724






Telephone
732-889-4300





(Name,
address, including zip code and telephone number, including area code, of agent for service)











Copy
to:






Kevin
C. Timken






Michael
Best & Friedrich LLP






170
South Main Street, Suite 1000, Salt Lake City, UT 84101






Telephone:
385-695-6450












From
time to time after the effectiveness of this registration statement.





(Approximate
date of commencement of proposed sale to the public)








If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [X]








If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [  ]








If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]








If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]








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 [X]




Emerging
growth company [  ]












CALCULATION
OF REGISTRATION FEE






























































Title of Each Class of Securities to be Registered




Amount to be


Registered

(1)(2)(3)








Proposed


Maximum




Offering Price


per Share

(2)(4)







Proposed


Maximum



Aggregate


Offering Price






Amount of





Registration


Fee

(4)























Common stock, $0.001 par value



416,337,662



$

0.04



$

16,653,506



$

1,816.90

























(1)



The
shares of our common stock being registered hereunder are being registered for sale by the selling stockholder, as defined
in the accompanying prospectus.



(2)



Pursuant
to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be
issuable to prevent dilution resulting from stock splits, stock dividends, or similar transactions.



(3)



There
are being registered hereunder a total of 416,337,662 shares that may be offered and sold by the selling stockholder from
time to time (the “Newly Registered Shares”). In addition, in accordance with Rule 429 under the Securities Act
of 1933, as amended (the “Securities Act”), the prospectus contained herein also relates to and will be used in
connection with the offer and sale of up to 159,090,909 shares of our common stock that may be offered and sold by the selling
stockholder, which shares were previously registered under the Prior Registration Statement (as defined below) but remain
unsold as of the date of this registration statement (the “Previously Registered Shares); provided, however, that if
any such shares are issued to the selling stockholder and sold before the effective date of this registration statement, such
shares will not be included in the prospectus contained herein.



(4)



Estimated
solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of
1933, as amended, based on the average of the high and low trading prices of $0.04 and $0.038 (roundest to
the nearest whole cent) per share for the issuer’s common stock on December 14, 2020, which was within five days
prior to filing this registration statement, as reported on the OTCQB tier of the OTC Markets Group. All filing fees associated
with the Previously Registered Shares were paid at the time of filing the Prior Registration Statement.









Pursuant
to Rule 429(a) of the Securities Act, the prospectus included in this registration statement is a combined prospectus relating
to the Newly Registered Securities and the Previously Registered Securities. Pursuant to Rule 429(b), this registration statement,
upon effectiveness, also constitutes a post-effective amendment to the registrant’s Registration Statement on Form S-1,
File No. 333-239880, initially filed on July 16, 2020 and declared effective on July 27, 2020 (the “Prior Registration Statement”),
which post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement
and in accordance with Section 8(c) of the Securities Act.












The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the Registrant files a further amendment that specifically states that this registration statement will thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement becomes effective on such date
as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.


















































PRELIMINARY
PROSPECTUS










Subject
to Completion, Dated December [__], 2020










The
information contained in this preliminary prospectus is not complete and may be changed. The selling stockholder may not sell
these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.










INVESTVIEW,
INC.






575,428,571
Shares of Common Stock









This
prospectus relates to the resale, from time to time, of up to 575,428,571 shares of the common stock of Investview, Inc., a Nevada
corporation (“Investview”), that may be issued pursuant to three Convertible Secured Promissory Notes that we entered
into with DBR Capital, LLC, which we refer to in this prospectus as the “Notes,” and certain shares that we are contractually
obligated to issue to DBR Capital if we default on one or more of the Notes. Please refer to the sections of this prospectus entitled
“The Secured Convertible Promissory Notes” for descriptions of the Notes and our contractual obligations upon default
and “Selling Stockholder” for additional information regarding the selling stockholder.








We
are not selling any shares of common stock in this offering and we will not receive any proceeds from the sale of the shares by
the selling stockholder.








DBR
Capital may be deemed an “underwriter” within the meaning of the Section 2(a)(11) of the Securities Act of 1933, as
amended (the “Securities Act”).








The
selling stockholder may offer and sell from time to time common stock using this prospectus in transactions:









































on
the OTC Markets or otherwise;



















at
market prices, which may vary during the offering period, or at negotiated prices; and



















in
ordinary brokerage transactions, in block transactions, in privately negotiated transactions, or otherwise.








See
“Plan of Distribution” for more information about how the selling stockholder may sell the shares of common stock
being registered pursuant to the registration statement that includes this prospectus. The selling stockholder has informed us
that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock.








The
selling stockholder will receive all of the proceeds from the sale of the shares and will pay all underwriting discounts and selling
commissions relating to the sale of the shares. We have agreed to pay the legal, accounting, printing, and other expenses related
to the registration of the sale of the shares.








Our
common stock is quoted on the OTCQB tier of the OTC Markets under the symbol “INVU.” On December 16, 2020, the
last reported sale price of our common stock was $0.04.








An
investment in our shares involves certain risks. We urge you to read the “Risk Factors” section beginning on page
4 and the remainder of this prospectus before making an investment decision.









Neither
the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.









The
date of this prospectus is _______________, 2020.


















ii



















Table
of Contents






























































































Page











Prospectus Summary




1




Forward-Looking Statements



3



Risk Factors



4



Price Range of Common Stock and Dividend Policy




11




Use of Proceeds




12




Management’s Discussion and Analysis of Financial Condition and Results of Operation




12




Business




22




Management




25




Certain Relationships and Related Transactions



31



Principal Stockholders



33



The Convertible Secured Promissory Notes



34



Selling Stockholder




35




Plan of Distribution




36




Description of Capital Stock




37




Where You Can Find Additional Information



41



Legal Matters



42



Experts



4

2




Index to Financial Statements




F-1








You
should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to
provide you with different information.








We
have not authorized any underwriters, brokers, or dealers to make an offer of the securities in any jurisdiction where the offer
is not permitted.








You
should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this
prospectus.














iii



















PROSPECTUS
SUMMARY












This
prospectus summary contains an overview of the information from this prospectus, but may not contain all of the information that
is important to you. This prospectus includes specific terms of the offering of our common stock, information about our business,
and financial data. We encourage you to read this prospectus, including the “Risk Factors” section beginning on page
4, in its entirety before making an investing decision. You should read this prospectus together with additional information described
below under the heading “Where You Can Find Additional Information.” As used in this prospectus, the terms “we,”
“us,” and “our” refer to InvestView, Inc., a corporation organized under the laws of the state of Nevada,
including its subsidiaries, and our predecessors and subsidiaries, unless the context indicates a different meaning.










Our
Business











We
are dedicated to leveraging financial technology worldwide.








We
provide financial technology services and products for the benefit of individuals worldwide. By marrying emerging technologies
to education and research, we can deliver information in real-time to anyone in the world.








Our
companies service four sectors: personal finance, big data, passive investments and alternative assets. The recent growth of each
of these sectors is not slowing down and we anticipate growth of the next three years is astounding.








We
have established multiple subsidiaries, each with a dedicated focus to these high growth sectors.









Our
Address











Our
principal executive offices are located at 234 Industrial Way West, Ste. A202, Eatontown NJ 84101, and our telephone number is
732-889-4300.









The
Offering











This
prospectus relates to the resale of up to 575,428,571 shares of our common stock by DBR Capital, LLC, the selling stockholder
(“DBR Capital”).








On
April 27, 2020, we entered into the Securities Purchase Agreement and Investor Rights Agreement with DBR Capital. The Investor
Rights Agreement required us to file a registration statement registering DBR Capital’s resale of the shares within 30 calendar
days; however, DBR Capital consented to extend that deadline to July 15, 2020, to accommodate the filing of our annual report
on Form 10-K. Under a Voting Rights Agreement entered into between DBR Capital and certain of our stockholders, the stockholders
agreed to reduce the size of our board of directors to five directors and to elect two designees of DBR Capital to fill two of
those five seats. James Bell and David B. Rothrock are currently members of our board of directors as the designees of DBR Capital.
Accordingly, DBR Capital is deemed to be an affiliate of ours.








On
November 9, 2020, we completed a third closing with DBR Capital under the Securities Purchase Agreement originally entered into
between the parties on April 27, 2020. At the third closing, DBR Capital purchased a $1,300,000 convertible secured promissory
note. The promissory note is due on April 27, 2030, bears interest at the rate of 25% per year, is convertible into our common
stock, at a conversion price of $0.007 per share, if certain benchmarks relating to the trading price and volume
of the common stock are met, and is secured by the Guaranty and Collateral Agreement entered into between the parties as of May
15, 2020.








As
part of the third closing, certain agreements previously entered into were amended as follows:



















































The
April 2020 Securities Purchase Agreement was amended and restated to reduce the amount of the third closing and to add fourth
and fifth closings now contemplated to occur on or before May 31, 2021, and August 31, 2021, respectively. The fourth and
fifth closings are at the sole discretion of DBR Capital and we cannot provide any assurance that they will occur when contemplated
or ever. The Amended and Restated Securities Purchase Agreement also provides for the issuance of additional shares of our
common stock upon any event of default under the Notes.













The
April 27, 2020, and May 27, 2020, Notes were amended and restated to adjust the conversion price from approximately $0.0126
to $0.007 per share, consistent with the November 9, 2020, Note.



















The
Investor Rights Agreement was amended to specify that David Rothrock is the investor director whose affirmative vote is required
for certain actions and to require the approval of the investor director for any action taken by our board of directors.



















The
Voting Agreement was amended to include provisions to expand our board of directors to seven members, leaving two seats vacant,
and to allow DBR Capital to fill those vacancies and remove directors in the event of default by Investview.








Additionally,
certain of our founders entered into a Pledge Agreement, pledging certain common stock of their own as security to DBR Capital
in the event of a default under the convertible promissory notes.








The
principal under the Notes is convertible into our common stock at a conversion price of $0.007 per share, representing a total
of 471,428,571 shares. Additionally, we agreed to issue DBR Capital 104,000,000 shares of our common stock if we default under
one or more of the Notes (the “Default Shares”). If the entire amount owed under the Notes was converted and
sold and the Default Shares were issued and sold, those shares would represent approximately 16.4% of the total number of shares
of our common stock outstanding after that conversion as of the date of this prospectus.














1




















Sales
of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic
and voting interests of each of our existing stockholders will be diluted as a result of any conversions of the Notes. Although
the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders
will represent a smaller percentage of our total outstanding shares after any conversions by DBR Capital.









Securities
Offered











































































Common
stock offered by the selling stockholder:






575,428,571
shares issuable to DBR Capital upon conversion of the Notes and upon any default under the Notes












Common
stock outstanding before the offering:






3,062,481,329


shares












Common
stock to be outstanding after giving effect to the issuance of the offered shares registered hereunder:






3,637,909,900


shares












Shares
issuable upon exercise of outstanding options and warrants:






We
currently have 258,600 shares reserved for issuance upon exercise of outstanding warrants.












Use
of proceeds:






We
will not receive any proceeds from the sale of the shares of common stock by the selling stockholder in this offering.












Risk
factors:






This
investment involves a high degree of risk.

See

“Risk Factors” for a discussion of factors you should consider
carefully before making an investment decision.












OTC
Markets (OTCQB) symbol:






INVU














2

























FORWARD-LOOKING
STATEMENTS










This
prospectus contains statements about the future, sometimes referred to as “forward-looking” statements. Forward-looking
statements are typically identified by the use of the words “believe,” “may,” “could,” “should,”
“expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,”
“intend,” and similar words and expressions. Statements that describe our future strategic goals, plans, objectives,
and predictions are also forward-looking statements. This prospectus contains forward-looking statements relating to future products
or product development; future selling, general and administrative costs and research and development spending; future performance
of our network marketing efforts; our expectations regarding ongoing litigation; international growth; and future financial performance,
results of operations, capital expenditures, and sufficiency of capital resources to fund our operating requirements.












This
forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in
the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These
risks and uncertainties include those relating to:

















































































































































































noncompliance
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;

























the
impact of the COVID-19 pandemic on our business, employees, members, operating results, and ability to obtain additional funding;

























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 cybersecurity risks and to maintain the integrity of data;

























international
trade or foreign exchange restrictions, increased tariffs, and foreign currency exchange fluctuations;

























deterioration
of global economic conditions;

























inability
to raise additional capital if needed;

























inability
to retain independent distributors or to attract new independent distributors on an ongoing basis;

























government
regulations on direct selling activities in our various markets prohibiting or severely restricting our business;

























unfavorable
publicity on our business or products;















3




















































































































a
finding that our direct selling program is not in compliance with current or newly adopted laws or regulations in various
markets;

























expensive
and time-consuming legal proceedings;

























potential
for investigatory and enforcement action by the federal and state regulatory authorities;

























failure
to comply with anti-corruption laws;

























inability
to build and integrate our management team;

























loss
of, or inability to attract, key personnel;

























unexpected
tax or other assessments relating to the activity of our independent distributors;

























economic,
political, foreign exchange, and other risks associated with international operations; and

























volatility
of the market price of our common stock.












Any
forward-looking statements, including those regarding our or our management’s current beliefs, expectations, anticipations,
estimations, projections, proposals, plans or intentions, are not guarantees of future performance or results or events and involve
risks and uncertainties, such as those discussed in this prospectus.












The
forward-looking statements in this prospectus are based on present circumstances and on our predictions respecting events that
have not occurred, that may not occur, or that may occur with different consequences from those we now assume or anticipate. Actual
events or results may differ materially from those discussed in the forward-looking statements as a result of various factors,
including the risk factors discussed in this prospectus. These cautionary statements are intended to be applicable to all related
forward-looking statements wherever they appear in this prospectus. Any forward-looking statements are made only as of the date
of this prospectus, and we assume no obligation to update forward-looking statements to reflect subsequent events or circumstances.














RISK
FACTORS










An
investment in our securities involves a high degree of risk. You should carefully consider the following risk factors, together
with the other information about these risks contained in this prospectus, as well as the other information contained in this
prospectus generally, before deciding to buy our securities. Any of the risks we describe below could adversely affect our business,
financial condition, operating results, or prospects. The market prices for our securities could decline if one or more of these
risks and uncertainties develop into actual events and you could lose all or part of your investment. Additional risks and uncertainties
that we do not yet know of, or that we currently think are immaterial, may also impair our business operations. You should also
refer to the other information contained in this prospectus, including our financial statements and the related notes.










Risks
Related to our Business











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, investors may not have adequate information
on which they 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.














4
























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
September 30, 2020, we have incurred cumulative losses of $52,536,063, recorded net losses from operations of $571,017 for
the quarter ended September 30, 2020 and $21,285,191 for the year ended March 31, 2020, and our cash and cash equivalents
on September 30, 2020, was $583,955. Accordingly, we cannot assure 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, 2020, and our related consolidated
statements of operations, stockholders’ deficit, and cash flows for the year ended March 31, 2020, 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.










Our
operations and financial condition have been adversely impacted by the COVID-19 pandemic




and that
may continue.










In
December 2019, a strain of novel coronavirus, or COVID-19, was first reported in Wuhan, China, resulting in thousands of confirmed
cases of the disease in China. By January, the Chinese government implemented a quarantine protocol for Wuhan and implemented
other restrictions for other major Chinese cities, including mandatory business closures, social distancing measures, and various
travel restrictions, all of which have subsequently been adopted in countries throughout the world. On March 11, 2020, as COVID-19
spread outside of China, the World Health Organization designated the outbreak as a global pandemic. This continued pandemic could
affect our business, employees, operating results, ability to obtain additional funding, product development programs, research
and development programs, suppliers and third-party manufacturers. To date, the interrupted supply chains, lock-downs, and inability
to deploy equipment to operations have had a significant negative effect on our SAFETek mining operations and that may continue.








We
anticipate that COVID-19 and a prolonged public health crisis may negatively impact our financial condition and operating results;
however, given the evolving health, economic, social, and governmental environments, the breadth and duration of the impact remains
uncertain. Given the dynamic nature of these circumstances, the duration of any business disruption or potential impact to our
business resulting from the COVID-19 coronavirus is difficult to predict, but it may increase our costs or expenses.










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
that we will be able to prevent third parties from using our intellectual property rights and technology without our authorization.
We also rely on trade secrets, common law trademark rights, and trademark registrations, as well as confidentiality and work for
hire, development, assignment, and license agreements with employees, consultants, third-party developers, licensees, and customers.
Our protective measures for these intangible assets afford only limited protection 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.














5






















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 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. 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.










We
may encounter risks relating to security or other system disruptions and failures that could reduce the attractiveness of our
sites and that could harm our business.










Although
we have implemented various security mechanisms, our business is vulnerable to computer viruses, physical or electronic break-ins,
and similar disruptions, which could lead to interruptions, delays, or loss of data. For instance, because a portion of our revenue
is based on individuals using credit cards to purchase subscriptions over the Internet and a portion from advertisers that seek
to encourage people to use the Internet to purchase goods or services, our business could be adversely affected by these break-ins
or disruptions. Additionally, our operations depend on our ability to protect systems against damage from fire, earthquakes, power
loss, telecommunications failure, and other events beyond our control. Moreover, our website may experience slower response times
or other problems for a variety of reasons, including hardware and communication line capacity restraints, software failures,
or significant increases in traffic when there have been important business or financial news stories. These strains on our systems
could cause customer dissatisfaction and could discourage visitors from becoming paying subscribers. Our websites could experience
disruptions or interruptions in service due to the failure or delay in the transmission or receipt of information from us. These
types of occurrences could cause users to perceive our website and technology solutions as not functioning properly and cause
them to use other methods or services of our competitors. Any disruption resulting from these actions may harm our business and
may be very expensive to remedy, may not be fully covered by our insurance, could damage our reputation, and discourage new and
existing users from using our products and services. Any disruptions could increase costs and make profitability even more difficult
to achieve.










We
will need to introduce new products and services and enhance existing products and services to remain competitive.










Our
future success depends in part on our ability to develop and enhance our products and services. In addition, the adoption of new
Internet, networking or telecommunications technologies or other technological changes could require us to incur substantial expenditures
to enhance or adapt our services or infrastructure. There are significant technical and financial costs and risks in the development
of new or enhanced products and services, including the risk that we might be unable to effectively use new technologies, adapt
our services to emerging industry standards, or develop, introduce and market enhanced or new products and services. An inability
to develop new products and services, or enhance existing offerings, could have a material adverse effect on our profitability.










We
rely on external service providers to perform certain key functions.










We
rely on a number of external service providers for certain key technology, processing, service, and support functions. External
content providers provide us with crypto mining services, financial information, market news, charts, option and stock quotes,
research reports, and other fundamental data that we offer to clients. These service providers face technological and operational
risks of their own. Any significant failures by them, including improper use or disclosure of our confidential client, employee,
or company information, could cause us to incur losses and could harm our reputation.














6




















We
cannot assure that any external service providers will be able to continue to provide these services in an efficient, cost-effective
manner or that they will be able to adequately expand their services to meet our needs. An interruption in or the cessation of
service by any external service provider as a result of systems failures, capacity constraints, financial constraints or problems,
unanticipated trading market closures, or for any other reason, and our inability to make alternative arrangements in a smooth
and timely manner, if at all, could have a material adverse effect on our business, results of operations, and financial condition.










We
could face liability and other costs relating to storage and use of personal information about our users.










Users
provide us with personal information, including tax identification numbers, which we do not share without the user’s consent.
Despite this policy of obtaining consent, however, if third persons were able to penetrate our network security or otherwise misappropriate
our users’ personal information, we could be subject to liability, including claims for unauthorized purchases with credit
card information, impersonation or other similar fraud claims, and misuses of personal information, such as for unauthorized marketing
purposes. New privacy legislation may further increase this type of liability. Furthermore, we could incur additional expenses
if additional regulations regarding the use of personal information were introduced or if federal or state agencies were to investigate
our privacy practices. We do not store user credit card information and rely upon our merchant processing partners to collect
and store this information with the necessary Payment Card Industry Security Standards compliance in place. However, a breach
of the merchant’s security standards could create liability for us.










Our
business could be negatively affected if we are required to defend allegations of unfair competition and unfair false or deceptive
acts or practices in or affecting commerce.










Advertising
and marketing of our products in the United States are also subject to regulation by the Federal Trade Commission (“FTC”)
under the Federal Trade Commission Act, or FTC Act. Among other things, the FTC Act prohibits unfair methods of competition and
unfair false or deceptive acts or practices in or affecting commerce. The FTC Act also makes it illegal to disseminate or cause
to be disseminated any false advertisement. The FTC routinely reviews websites to identify questionable advertising claims and
practices. Competitors sometimes inform the FTC when they believe other competitors are violating the FTC Act and consumers also
notify the FTC of what they believe may be wrongful advertising. The FTC may initiate a nonpublic investigation that focuses on
our advertising claims, which usually involves nonpublic, pre-lawsuit, extensive formal discovery. Such an investigation may be
lengthy and expensive to defend and result in a publicly disclosed consent decree or settlement agreement. If no settlement can
be reached, the FTC may start an administrative proceeding or a federal court lawsuit against us or our principal officers. The
FTC often seeks to recover from the defendants, whether in a consent decree or a proceeding, any or all of the following: (i)
consumer redress in the form of monetary relief or disgorgement of profits; (ii) significant reporting requirements for several
years; and (iii) injunctive relief. In addition, most, if not all, states have statutes prohibiting deceptive and unfair acts
and practices. The requirements under these state statutes are similar to those of the FTC Act.










We
accept and hold cryptocurrencies, which may subject us to exchange risk and additional tax and regulatory requirements










We
have recently begun accepting cryptocurrencies bitcoin and etherium 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,
subjecting us to exchange rate risk as well as the risk that regulatory or other developments and the recent price volatility
may adversely affect the value of the cryptocurrencies we hold. The uncertainties regarding legal and regulatory requirements
relating to cryptocurrencies or transactions using cryptocurrencies, as well as potential accounting and tax issues or other requirements
relating to cryptocurrencies, could have a material adverse effect on our business.














7






















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.









Risks
Related to Our Common Stock











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
September 30, 2020, we have reported an accumulated deficit of $52,536,063. For the quarter ended September 30, 2020, we reported
a net loss of $1,187,760 and a net loss from operations of $571,017, and for the year ended March 31, 2020, we reported a
net loss of $21,285,191 and a net loss from operations of $9,093,419. We cannot be certain whether we will ever become 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 investors losing a portion
or all of their investment.










We
will need to raise additional capital. If we are unable to raise additional capital, our business may fail.










Because
our revenues are not yet sufficient to cover expenses or fund our growth, we need to secure ongoing funding. If we 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.














8






















Our
common stock price has been and may continue to be extremely volatile.










Our
common stock has closed as low as $0.005 per share and as high as $0.043 per share since the beginning of our fiscal year that
ended March 31, 2020. We believe this volatility may be caused, in part, by variations in our quarterly operating results, delays
in development of our technologies, changes in market valuations of similar companies, and the volume of our stock in the market.








Additionally,
in recent years the stock market in general, and the OTC Markets and technology stocks in particular, have experienced extreme
price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance
of the underlying company. These market and industry factors may materially and adversely affect our stock price regardless of
our operating performance. The historical trading of our common stock is not necessarily an indicator of how it will trade in
the future and our trading price as of the date of this report is not necessarily an indicator of what the trading price of our
common stock might be in the future.








In
the past, class action litigation has often been brought against companies following periods of volatility in the market price
of those companies’ common stock. If we become involved in this type of litigation in the future it could result in substantial
costs and diversion of management attention and resources, which could have a further negative effect on our stock price.










Shares
of our common stock may never become eligible for trading on Nasdaq or a national securities exchange.










We
cannot assure that we will ever be listed on the Nasdaq Stock Market or on another national securities exchange. Listing on one
of the Nasdaq markets or one of the national securities exchanges is subject to a variety of requirements, including minimum trading
price and minimum public “float” requirements. There are also continuing eligibility requirements for companies listed
on national securities exchanges. If we are unable to satisfy the initial or continuing eligibility requirements of any such market,
then our stock may not be listed or could be delisted. This could result in a lower trading price for our common stock and may
limit the ability of our stockholders to sell their shares, which could result in a loss of some or all of their investments.










If
we fail to file periodic reports with the U.S. Securities and Exchange Commission, our common stock will not be able to be traded
on the OTCQB.










Although
our common stock trades on the OTCQB, a regular trading market for our common stock may not be sustained in the future. OTC Markets
limits quotation on the OTCQB to securities of issuers that are current in their reports filed with the Securities and Exchange
Commission. If we fail to remain current in the filing of our reports with the Securities and Exchange Commission, our common
stock will not be able to be traded on the OTCQB. The OTCQB is an inter-dealer market that provides significantly less liquidity
than a national securities exchange or automated quotation system.










Because
we have no plans to pay dividends on our common stock, stockholders must look solely to appreciation of our common stock to realize
a gain on their investments.










We
do not anticipate paying any dividends on our common stock in the foreseeable future. We currently intend to retain future earnings,
if any, to finance the expansion of our business. Our future dividend policy is within the discretion of our board of directors
and will depend upon numerous factors, including our business, financial condition, results of operations, capital requirements,
and investment opportunities. Accordingly, stockholders must look solely to appreciation of our common stock to realize a gain
on their investment. This appreciation may not occur.














9
























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 our stockholders to elect directors and take other
corporate actions. As a result, these provisions could limit the price that investors are willing to pay in the future for shares
of our common stock. For example:









































without
prior stockholder approval, our board of directors has the authority to issue one or more classes of preferred stock with
rights senior to those of our common stock and to determine the rights, privileges, and preferences of that preferred stock;



















there
is no cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to
elect director candidates; and



















stockholders
cannot call a special meeting of stockholders.










Our
indemnification of our directors and officers may limit the rights of our stockholders.










While
our board of directors and officers are generally accountable to our stockholders and us, the liability of our directors and officers
to all parties is limited in certain respects under applicable state law and our articles of incorporation and bylaws, as in effect.
Further, we have agreed or may agree to indemnify our directors and officers against liabilities not attributable to certain limited
circumstances. This limitation of liability and indemnity may limit rights that our stockholders would otherwise have to seek
redress against our directors and officers.










Additional
issuances of stock options and warrants, convertible notes, and stock grants will cause additional substantial dilution to our
stockholders.










Given
our limited cash, liquidity, and revenues, it is likely that in the future, as in the past, we will issue additional warrants,
stock grants, and convertible debt to finance our future business operations and acquisitions and strategic relationships. The
issuance of additional shares of common stock, the exercise of warrants, and the conversion of debt to stock could cause additional
dilution to our stockholders and could have further adverse effects on the market price for our securities or on our ability to
obtain future financing. The 2018 increase in our authorized shares from two billion to ten billion increased the magnitude of
this risk substantially.










The
amount of authorized common stock may result in management implementing anti-takeover procedures by issuing new securities.










The
proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, for
example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition
of our board of directors or contemplating a tender offer or other transaction for the combination of our company with another
entity. Although, we have no current plans to issue additional stock for this purpose, management could use the additional shares
that are now available or that may be available after a possible further recapitalization to resist or frustrate a third-party
transaction. Generally, no stockholder approval would be necessary for the issuance of all or any portion of the additional shares
of common stock unless required by law or any rules or regulations to which we are subject.










Our
stockholders may not recoup all or any portion of their investment upon our dissolution.














In
the event of a liquidation, dissolution, or winding-up of our company, whether voluntary or involuntary, our net remaining proceeds
and/or assets, after paying all of our debts and liabilities, will be distributed to the holders of common stock on a pro-rata
basis. We cannot assure that we will have available assets to pay to the holders of common stock any amounts upon such a liquidation,
dissolution, or winding-up of our company. In this event, our stockholders could lose some or all of their investment.










The
issuance of our common stock to DBR Capital upon conversion of the Notes or upon our default may cause dilution, and the sale
of the shares of common stock acquired by the selling stockholder, or the perception that such sales may occur, could cause the
price of our common stock to fall.










Under
the Notes, DBR Capital may convert up to $3.3 million into 471,428,571 shares that are registered for sale under this prospectus.
If we default under one or more of the Notes, we are contractually obligated to issue an additional 104,000,000 Default Shares.
If DBR Capital acquires some or all of those shares, it may sell all, some, or none of those shares. Therefore, conversions and
by DBR Capital and issuance of the Default Shares could result in substantial dilution to the interests of other holders of our
common stock. Additionally, the sale of a substantial number of shares of our common stock by DBR Capital, or the anticipation
of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at
a price that we might otherwise wish.














10




















In
addition, the fixed conversion price of $0.007 for these shares may be lower than the trading price of our shares at the time
of any conversion and sale by DBR Capital, which may cause the trading price of our common stock to fall.











PRICE
RANGE OF COMMON STOCK AND DIVIDEND POLICY










Market
Information









Our
common stock is traded on the OTCQB under the symbol “INVU.”












As
of December 4, 2020, we had approximately 620 stockholders of record of our common stock and 3,062,481,329 shares
of common stock issued and outstanding.









Dividends









Holders
of shares of common stock are entitled to share pro rata in dividends and distributions for the common stock when, as, and if
declared by the board of directors out of funds legally available therefor. We have not paid any dividends on our common stock
and intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy is subject
to the discretion of the board of directors and will depend upon a number of factors, including future revenues, capital requirements,
overall financial condition, and such other factors as our board of directors deems relevant.














11























Equity
Compensation Plans









The
following table summarizes the equity compensation plans under which our securities may be issued as of September 30, 2020:












































































Number of


Securities To Be


Issued upon


Exercise of


Outstanding


Options, Warrants


and Rights



Weighted-Average


Exercise Price of


Outstanding


Options, Warrants


and Rights



Number of


Securities


Remaining


Available for


Future Issuance


under Equity


Compensation


Plans (excluding


securities


reflected


in column (a))


Plan Category


(a)



(b)



(c)












Equity compensation plans approved by security holders
















Equity compensation plans not approved by security holders



























USE
OF PROCEEDS









This
prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholder. We
will not receive any proceeds upon the sale of shares by the selling stockholder in this offering.











MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS










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










Plan
of Operations








We are now under the leadership of
Joseph Cammarata, Chief Executive Officer, who was installed on December 3, 2019, to properly position the company as a financial
technology (“FINTECH”) operation. At this time, we were in final phases of the establishment of Apex Tek, LLC, SAFETek,
LLC and the full registration of SAFE Management LLC, our Registered Investment Advisor when we began this re-alignment. Shortly
after this undertaking, we began to experience effects of COVID 19 on various aspects of our business operations. As a result,
we needed to preserve capital and make necessary cutbacks to ensure we could survive the conditions created by the pandemic along
with preparing for the unforeseen post pandemic global economic climate.














12





















Our subsidiaries and their operations,
if any, include the following:











































-



Kuvera LLC and Kuvera France distribute our financial education
platform and services that are dedicated to the individual consumer.  Kuvera and Kuvera France are managed by Chad
Garner, President of Kuvera, and utilize an affiliate or network marketing model for distribution. In late 2019, early 2020,
as COVID 19 was beginning to spread worldwide, the Kuvera companies completed a product and bonus plan rebuild and was able
to launch these services and create stabilized monthly revenue.









-



Apex Tek, LLC and SAFETek, LLC, our subsidiaries that sold
the APEX package, saw rapid growth during fiscal 2020. Under the program we sold high powered data processing equipment to
our customers and they leased the equipment back to us.  We began to experience difficulties in sourcing equipment
for the program which later revealed itself to be early supply chain issues related to COVID 19. The supply chain, delivery,
customs, and lack of human resources caused by global and U.S. lockdowns further caused issues in deploying the equipment.
On June 30, 2020, we temporarily discontinued the APEX program to assess the delays, audit the transaction and determine our
ability to meet the lease commitments. The assessment took place in July and August and indicated we would not be able to
meet the APEX lease obligations and would be in default to the lease holders.  In September, our board of directors voted
to approve a buyback program wherein all APEX purchasers were offered a 48-month promissory note to ensure a 125% return of
their purchase price in exchange for cancellation of the lease and our purchase of all rights and obligations under the lease.
The buyback program also ensured all APEX purchasers were able to purchase a protection plan from a third-party provider,
wherein each purchaser could protect their initial purchase price and obtain 50% of their APEX purchase price at five years
or 100% of the APEX purchase price at ten years. The lease buyback program closed on November 30, 2020, with approximately
99% of the APEX purchasers accepting the offer. Apex Tek, LLC will discontinue operations while SAFETek LLC will continue
to operate and expand its high-speed processing operations.







-



SAFE Management LLC, a Registered Investment Advisor and
Commodity Trading Advisor, did not receive the necessary marketing and management required for growth and is currently being
reviewed for restructuring and alignment to our future goals.







-



United Games, United League, and Investment Tools & Training,
LLC have had no operations and will be restructured or eliminated completely as we continue to streamline operations.





We are concentrating our efforts on the
distribution capabilities of Kuvera and the growth of SAFETek processing operations to ensure all efforts are aligned to reach
our primary goal of profitability. Further, we have entered into strategic partnerships and have closed a multi-part financing
agreement with DBR Capital, LLC, which included adding James Bell and David Rothrock to our board of directors. The consultation
of DBR Capital, LLC along with the FINTECH leadership of Joseph Cammarata has established us as a diversified financial technology
and global distributor organization that operates through its subsidiaries to provide financial education tools, content, research
and management of digital asset technology that mines cryptocurrencies, with a focus on Bitcoin mining and the generation of digital
assets.














13





















Results
of Operations











Year
Ended March 31, 2020, Compared to Year Ended March 31, 2019










Revenues








Revenue,
net, decreased $5,475,491, or 18%, from $29,659,081 for the year ended March 31, 2019, to $24,183,590 for the year ended March
31, 2020. The majority of the decrease can be explained by our decrease in subscription sales of $4,598,029, which was due to
attrition and an overhaul in the compensation plan of Kuvera during the third quarter, which resulted in a loss of repeat subscription
customers. The remainder of the decrease was due to our sales of equipment and cryptocurrency mining service revenue fees earned
in the prior year, versus no such sales in the current year, explaining $2,635,879 of the decrease. These decreases were offset
by an increase in mining revenue and fees earned in the current year, versus no such sales in the prior year, explaining $1,758,417
of the offsetting increase. Our gross billings decreased by 25%, or $8,762,934, to $26,229,949 in the year ended March 31, 2020,
versus $34,992,883 in the year ended March 31, 2019; however, this was offset by refunds, incentives, credits, chargebacks, and
amounts paid to suppliers.








Operating
Costs








Operating
costs decreased $322,928, or 1%, from $33,599,937 for the year ended March 31, 2019, to $33,277,009 for the year ended March 31,
2020, mainly because of a decrease in our commissions of $7,961,708, or 37%, from $21,526,326 for the year ended March 31, 2019,
to $13,564,618 for the year ended March 31, 2020 offset by the increase in our general and administrative expenses of $3,437,913,
or 83%, from $4,121,279 for the year ended March 31, 2019, to $7,559,192 for the year ended March 31, 2020 and in our salary and
related expenses of $2,321,066, or 54%, from $4,272,355 for the year ended March 31, 2019, to $6,593,421 for the year ended March
31, 2020. The decrease in commissions was a result of our bonus plans paying out beyond our maximum threshold in the prior period
due to certain bonus programs in place, which has since been adjusted to reduce such payouts. For the year ended March 31, 2020
commissions as a percent of total net revenue was 56%, versus 73% in the prior year. The increase in general and administrative
and salary and related expenses can be explained by the Company recording $3,098,643 worth of stock for services and compensation
and by incurring administrative costs for the APEX program that was launched during the year ended March 31, 2020.














14




















Other
Income (Expense)








We
recorded other expense of $12,184,389 for the year ended March 31, 2020, which was a difference of $11,217,918, or 1,161%, from
the prior period other expense of $966,471. The change is due to the gain on bargain purchase recorded as a result of the United
Games, LLC and United League, LLC acquisition that took place during the year ended March 31, 2019, as compared to no such gain
in the current period. Additionally, in the current period there was interest expense recorded of $10,677,768 offset by a gain
on debt extinguishment of $2,018,791 and a gain on fair value of derivative liability of $571,231, whereas in the prior period
interest expense was only $1,862,461, there was a gain on debt extinguishment of $19,387, and a loss on fair value of derivative
liability of $214,376.









Liquidity
and Capital Resources









During
the year ended March 31, 2020, we incurred a loss of $21,285,191. However, we were able to generate $4,624,767 in cash through
our operating activities. We used this cash, along with $624,374 of cash generated from financing activities to fund the purchase
of $5,245,606 worth of fixed assets. As a result, our cash and cash equivalents increased by $3,533 to $137,177 as compared to
$133,644 at the beginning of the fiscal year.








As
of March 31, 2020, our current liabilities exceeded our current assets equal to a working capital deficit of $14,123,625. A year
ago, at March 31, 2019, the working capital deficit was $2,222,990.








The
above matters, among others, raise substantial doubt about our ability to continue as a going concern. During the year ended March
31, 2020, we raised $4,484,979 in cash proceeds from related parties, $2,527,452 in cash proceeds from new lending arrangements,
and $825,000 from the sale of common stock.








On
January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International
Concern” and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread
of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of
public places and businesses. The coronavirus and actions taken to mitigate the spread of it have had and are expected to continue
to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the
Company operates. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted to amongst
other provisions, provide emergency assistance for individuals, families and businesses affected by the coronavirus pandemic.
It is unknown how long the adverse conditions associated with the coronavirus will last and what the complete financial effect
will be to the company. To date, the Company is experiencing challenges in multiple areas of the organization and the full economic
impact is yet to be established.








During
the year ended March 31, 2020 we made significant strides and wide sweeping changes. While we believe they will be beneficial
to our bottom line, there is no assurance of this. Some of the concerns we face going forward will continue, including but not
limited to:



















































Supply
chain issues for Apex Tek, LLC and the sourcing of miners due to the worldwide COVID pandemic and manufacturing slow downs



















SAFETek,
LLC operations not scaling according to projections with decreased output due to mining difficulty and operational cost



















Regulatory
reform that could adversely impact the use and demand of digital currencies



















The
recent Bitcoin (BTC) halving event that further reduced mining output in addition to the supply chain issues








Apex
Tek, LLC and SAFETek, LLC carry additional risk and generated recent losses, however, they also provide Investview a stake in
4IR, HPC, app development, fintech, blockchain and personal money management sectors. Each of these are areas that are targeted
for significant growth spurred by innovations through technology which solidify our position in the fintech space.














15




















While
our liabilities are larger than our assets it is important to note that we seek to further reduce our operating expense. The assets
we have acquired and will continue to seek out are those of technology, mobile apps, and human resources. These assets are not
easily defined on our balance sheet but represent our ability to carry out our objectives which we believe will ultimately lead
to positive cash flow, reduced debt and then profitability.










Three
Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019










Revenues








We
recorded net revenue of $7,753,337 for the three months ended September 30, 2020, which was an increase of $511,213 or 7%, from
the prior period revenue of $7,242,124. The increase can be explained by our $2,493,739 increase in mining revenues earned in
the current year as a result of our cryptocurrency mining operations versus no such revenue in the prior year. This was offset
by a decrease in subscription sales of $1,980,867, which was mostly due to the impact of the Covid-19 pandemic and its overall
impact to the economy. Our gross billings increased by 3%, or $266,075, to $8,096,604 in the three months ended September 30,
2020, versus $7,830,529 in the three months ended September 30, 2019; however, this was offset by refunds, incentives, credits,
chargebacks, and amounts paid to suppliers.








Operating
Costs and Expenses








We
recorded operating costs and expenses of $7,182,320 for the three months ended September 30, 2020, which was a decrease of $2,132,923,
or 23%, from the prior period’s operating costs and expenses of $9,315,243. The decrease can be explained by the decrease
in our salary and related expenses of $1,751,038, or 68%, from $2,567,592 for the three months ended September 30, 2019, to $816,554
for the three months ended September 30, 2020, the decrease in commissions of $930,464, or 21%, from $4,347,177 for the three
months ended September 30, 2019, to $3,416,713 for the three months ended September 30, 2020, and the decrease in our general
and administrative expenses of $998,287, or 73%, from $1,363,113 for the three months ended September 30, 2019, to $364,826. These
decreases were offset by the increase in cost of sales and service of $1,435,764 or 497% from $289,045 for the three months ended
September 30, 2019 to $1,724,809 for the three months ended September 30, 2020. The increase in cost of sales and service was
a result of mining costs incurred in the current period as it related to the increase in mining revenue. The decrease in commissions
was a result of our bonus plans paying out beyond our maximum threshold in the prior period due to certain bonus programs in place,
which has since been adjusted to reduce such payouts. For the three months ended September 30, 2020 commissions as a percent of
total net revenue was 44%, versus 60% in the prior period. Lastly, decreases in salary and general and administrative expenses
was due to the Company terminating the sales program related to the APEX package and being able to cut back on operating costs
that existed in the prior period, along with our cancellation of 200,000,000 shares that were returned in conjunction with the
termination of a Joint Venture Agreement which resulted in the reversal of previously recorded expense of $951,956.








Other
Income and Expenses








We
recorded other expense of $1,756,480 for the three months ended September 30, 2020, which was a difference of $2,077,871, or 647%,
from the prior period other income of $321,391. The change is due to a loss on fair value of derivative liability of $20,847 recognized
in the three months ended September 30, 2020 compared to a gain of $2,358,447 for the three months ended September 30, 2019.










Six
Months Ended September 30, 2020 Compared to Six Months Ended September 30, 2019










Revenues








We
recorded net revenue of $13,343,153 for the six months ended September 30, 2020, which was a decrease of $1,410,684 or 10%, from
the prior period revenue of $14,753,837. The decrease can be explained by our $5,249,323 decrease in subscription sales offset
by our $3,836,285 increase in mining revenues earned in the current year as a result of our cryptocurrency mining operations versus
no such revenue in the prior year. The decrease in subscription sales was due to attrition and an overhaul in the compensation
plan of Kuvera during the third quarter of fiscal year 2019, resulting in a loss of repeat subscription customers, coupled with
the impact of the Covid-19 pandemic and its overall impact to the economy. Our gross billings decreased by 13%, or $2,120,107,
to $14,003,123 in the six months ended September 30, 2020, versus $16,123,230 in the six months ended September 30, 2019; however,
this was offset by refunds, incentives, credits, chargebacks, and amounts paid to suppliers.














16






















Operating
Costs and Expenses








We
recorded operating costs and expenses of $15,778,934 for the six months ended September 30, 2020, which was a decrease of $1,873,163,
or 11%, from the prior period’s operating costs and expenses of $17,652,097. The decrease can be explained by the decrease
in our salary and related expenses of $1,674,057, or 45%, from $3,711,446 for the six months ended September 30, 2019, to $2,037,389
for the six months ended September 30, 2020, the decrease in commissions of $2,425,603, or 26%, from $9,216,147 for the six months
ended September 30, 2019, to $6,790,544 for the six months ended September 30, 2020. These decreases were offset by the increase
in cost of sales and service of $2,104,635 or 395% from $532,498 for the six months ended September 30, 2019 to $2,637,133 for
the six months ended September 30, 2020. The increase in cost of sales and service was a result of mining costs incurred in the
current period as it related to the increase in mining revenue. The decrease in commissions was a result of our bonus plans paying
out beyond our maximum threshold in the prior period due to certain bonus programs in place, which has since been adjusted to
reduce such payouts. For the six months ended September 30, 2020 commissions as a percent of total net revenue was 51%, versus
62% in the prior period. Lastly, decreases in salary expenses was due to the Company terminating the sales program related to
the APEX package and being able to cut back on operating costs that existed in the prior period.








Other
Income and Expenses








We
recorded other expense of $3,662,484 for the six months ended September 30, 2020, which was a difference of $1,808,605, or 98%,
from the prior period other expense of $1,853,879. The change is due to an increase in interest expense recorded in the six months
ended September 30, 2020 as it relates to the interest required to be recognized on the financial liability recorded for our APEX
sale and leaseback transactions.









Liquidity
and Capital Resources









During
the six months ended September 30, 2020, we incurred a net loss of $6,101,547. However, we were able to generate $661,629 in cash
through our operating activities. We used this cash, along with $1,942,338 of cash generated from financing activities to fund
operations and fund the purchase of $1,717,289 worth of fixed assets. As a result, our cash, cash equivalents, and restricted
cash increased by $886,678 to $1,023,855 as compared to $137,177 at the beginning of the fiscal year.








As
of September 30, 2020, our current liabilities exceeded our current assets equal to a working capital deficit of $18,383,173.
As of March 31, 2020, the working capital deficit was $14,123,625.









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










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.














17
























Principles
of Consolidation










The
consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment
Tools & Training, LLC, Apex Tek, LLC (formerly Razor Data, LLC), S.A.F.E. Management, LLC, SAFETek, LLC (formerly WealthGen
Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. Through March 31, 2019 we had determined that one
affiliated entity, Kuvera LATAM S.A.S., which we previously conducted business with, was a variable interest entity and we were
the primary beneficiary of the entity’s activities, which are similar to those of Kuvera, LLC. As a result, through March
31, 2019 we had consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements.
Further, because the Company did not have any ownership interest in this variable interest entity, the Company had allocated the
contributed capital in the variable interest entity as a component of noncontrolling interest. As of April 1, 2019 Kuvera LATAM
S.A.S. had no operations and ceased to exist, therefore, as of that date, no consolidation of the entity is necessary and we recorded
a gain on deconsolidation of $53,739 to eliminate the intercompany account with Kuvera LATAM S.A.S. 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.










Sale
and Leaseback










Through
our wholly-owned subsidiary, APEX Tex, LLC, we sold high powered data processing equipment (“APEX”) to our customers
and they leased the equipment back to SAFETek, LLC, another of our wholly-owned subsidiaries. We account for these transactions
under ASC 842-40 where the leaseback has been deemed a sales-type lease due to the lease term generally covering the entire economic
life of the equipment and our likelihood to purchase the asset at the end of the lease term. In accordance with ASC 842-40 we
have recorded the data processing equipment as a fixed asset on our balance sheet and we have accounted for the amounts received
for the equipment as a financial liability, in other liabilities on our balance sheet. Further, we will recognize interest on
the financial liability over the term of the lease to ensure the financial liability equates to the total amounts to be paid over
the life of the lease. During the six months ended September 30, 2020 we had the following activity related to our sale and leaseback
transactions:






































































































































































Total Financial Liability



Contra-Liability



Net Financial Liability



Current [1]



Long Term


Balance as of March 31, 2020


$

53,828,000



$

(38,535,336

)


$

15,292,664



$

11,407,200



$

3,885,464


Proceeds from sales of APEX



5,001,622




-




5,001,622










Interest recorded on financial liability



8,348,378




(8,348,378

)



-










Payments made for leased equipment



(2,125,300

)



-




(2,125,300

)









Interest expense



-




3,995,914




3,995,914










Balance as of September 30, 2020


$

65,052,700



$

(42,887,800

)


$

22,164,900



$

14,077,200



$

8,087,700








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








The
$42,887,800 is expected to be recognized into interest as follows:


















































Remainder of 2021


$

4,782,861


Fiscal year ending March 31, 2022



9,565,721


Fiscal year ending March 31, 2023



9,565,721


Fiscal year ending March 31, 2024



9,565,721


Fiscal year ending March 31, 2025 and beyond



9,407,776




$

42,887,800














18






















During
the six months ended September 30, 2020 we received additional proceeds for APEX sales which were recorded in the customer advance
amount shown on our balance sheet, resulting in a net increase in the account of $81,845 since March 31, 2020. As of September
30, 2020 we have ceased selling the APEX package. We may re-introduce APEX at a later date after further evaluation of the model.










Revenue
Recognition










Subscription
Revenue








The
majority 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 10-day trial
period to first time 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 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.








Equipment
Sales








We
generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing
activities: protein folding, CGI rendering, Game Streaming, Machine & Deep Learning, Mining, Independent Financial Verification,
and general high-speed computing. We recognize equipment sales 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 an equipment package to our customers which includes hardware, software,
and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when
the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a
separate third party that provides such services.








Cryptocurrency
Mining Service Revenue








In
the past we generated revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party
supplier. We recognized cryptocurrency mining service revenue in accordance with ASC 606-10 where revenue is measured based on
a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in
each contract. Our performance obligation was to arrange for the third-party to provide mining services to our customers and payment
is received at the time of purchase, therefore revenue was recognized upon receipt of payment. We recognized revenue in the amount
of the fee to which we are entitled to as an agent, or the amount of consideration that we retained after paying the third-party
the consideration received in exchange for the services the third-party was to provide.








Mining
Revenue








Through
our wholly owned subsidiary, SAFETek, LLC, we lease equipment under a sales-type lease and 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.








Fee
Revenue








We
generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and
Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration
specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.
Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified
Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we
receive payment for such advisory fees in the month following recognition.














19


















Revenue
generated for the year ended March 31, 2020, was as follows:











































































































































Subscription


Revenue



Equipment


Sales



Cryptocurrency


Mining Service


Revenue



Mining


Revenue



Fee


Revenue



Total


Gross billings/receipts


$

24,471,532



$

-



$

-



$

1,745,138



$

13,279



$

26,229,949


Refunds, incentives, credits, and chargebacks



(2,046,359

)



-




-




-




-




(2,046,359

)

Amounts paid to supplier



-




-




-




-




-




-


Net revenue


$

22,425,173



$

-



$

-



$

1,745,138



$

13,279



$

24,183,590








Foreign
revenues for the year ended March 31, 2020 were $21,191,788 while domestic revenue for the year ended March 31, 2020 was $2,991,802.








Revenue
generated for the year ended March 31, 2019 was as follows:











































































































































Subscription


Revenue



Equipment


Sales



Cryptocurrency


Mining Service


Revenue



Mining


Revenue



Fee


Revenue



Total


Gross billings/receipts


$

28,518,660



$

698,954



$

5,775,269



$

-



$

-



$

34,992,883


Refunds, incentives, credits, and chargebacks



(1,495,458

)



(4,000

)



(6,501

)



-




-




(1,505,959

)

Amounts paid to supplier



-




-




(3,827,843

)



-




-




(3,827,843

)

Net revenue


$

27,023,202



$

694,954



$

1,940,925



$

-



$

-



$

29,659,081








Foreign
revenues for the year ended March 31, 2019 were approximately $27.3 million while domestic revenue for the year ended March 31,
2019 was approximately $2.3 million.










Revenue
generated for the six months ended September 30, 2020 is as follows:


















































































Subscription


Revenue



Mining Revenue



Fee Revenue



Total


Gross billings/receipts


$

10,159,115



$

3,836,285



$

7,723



$

14,003,123


Refunds, incentives, credits, and chargebacks



(659,970

)



-




-




(659,970

)

Net revenue


$

9,499,145



$

3,836,285



$

7,723



$

13,343,153








For
the six months ended September 30, 2020 foreign and domestic revenues were approximately $9 million and $4.4 million, respectively.








Revenue
generated for the six months ended September 30, 2019 is as follows:


















































































Subscription


Revenue



Mining


Revenue



Fee Revenue



Total


Gross billings/receipts


$

16,117,861



$

-



$

5,369



$

16,123,230


Refunds, incentives, credits, and chargebacks



(1,369,393

)



-




-




(1,369,393

)

Net revenue


$

14,748,468



$

-



$

5,369



$

14,753,837








For
the six months ended September 30, 2019 foreign and domestic revenues were approximately $13.9 million and $800,000, respectively.














20






















Revenue
generated for the three months ended September 30, 2020 is as follows:


















































































Subscription


Revenue



Mining Revenue



Fee Revenue



Total


Gross billings/receipts


$

5,599,155



$

2,493,739



$

3,710



$

8,096,604


Refunds, incentives, credits, and chargebacks



(343,267

)



-




-




(343,267

)

Net revenue


$

5,255,888



$

2,493,739



$

3,710



$

7,753,337








For
the three months ended September 30, 2020 foreign and domestic revenues were approximately $7.3 million and $426,000, respectively.








Revenue
generated for the three months ended September 30, 2019 is as follows:























































































Subscription


Revenue










Mining




Revenue










Fee
Revenue









Total






Gross
billings/receipts






$



7,825,160









$



-









$



5,369









$



7,830,529






Refunds,
incentives, credits, and chargebacks









(588,405



)









-












-












(588,405



)



Net
revenue






$



7,236,755









$



-









$



5,369









$



7,242,124











For
the three months ended September 30, 2019 foreign and domestic revenues were approximately $6.8 million and $403,000, respectively.









Recent
Accounting Pronouncements









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









Off-Balance
Sheet Arrangements









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









Trends,
Risks, and Uncertainties









We
have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to
what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise.
Investors should carefully consider all 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 OTCQB tier of OTC Markets, 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 OTCQB tier of OTC Markets, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and must be current in their reports under Section 13, in order to maintain
price quotation privileges on the OTCQB tier. If we fail to remain current on our reporting requirements, we could be removed
from the OTCQB tier. As a result, the market liquidity for our securities could be severely adversely affected by limiting the
ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.











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, we changed domicile to Nevada and changed our name to Voxpath Holding, Inc. In September of 2006, we merged The
Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holding, Inc. and then changed our name to TheRetirementSolution.Com,
Inc. and in October 2008 changed our name to Global Investor Services, Inc., before changing our 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. This closing occurred
after close of business on March 31, 2017, therefore, effective April 1, 2017, Wealth Generators became our wholly owned subsidiary.








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”). This did not
affect the company’s tax and federal identification.








On
May 7, 2018, we established WealthGen Global, LLC as a Utah limited liability company and our wholly owned subsidiary.








On
July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase
its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock.














22




















On
November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European
Union.








On
December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from
the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities
Trading Advisor, Commodity Pool Operator, and approved for over the counter FOREX advisory services.








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








Effective
July 22, 2019, we renamed our non-operating wholly owned subsidiary Razor Data, LLC to Apex Tek, LLC, a Utah Limited Liability
Company.









Overview









Investview
has established a portfolio of wholly owned subsidiaries that deliver leading edge technologies, services and research, primarily
dedicated to the individual consumer. As financial technologies evolve, Investview seeks to deliver innovative methods and products
to enable participation in emerging markets and information technology advancements for individuals and companies. Each of its
subsidiaries are designed to work in tandem with one another generating a worldwide presence for Investview.








Our
largest subsidiary is Kuvera LLC, which delivers financial education, technology and research to individuals through a subscription-based
model. Kuvera, LLC provides 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 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. Kuvera operations are located at Salt Lake City, Utah and more information can be found at kuveraglobal.com.








Kuvera
France S.A.S. is our entity in France that distributes Kuvera products and services throughout the European Union.








S.A.F.E.
Management, LLC is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated
trading strategies to individuals who find they lack the time to trade for themselves. SAFE is committed to bringing innovative
trade methodologies, strategies and algorithms for all worldwide financial markets. SAFE Management is a state registered investment
adviser and operations are located in our Eatontown, New Jersey Corporate Finance location. More information regarding S.A.F.E.
Management, LLC can be found at safeadvglobal.com.








SAFETek,
LLC (formerly WealthGen Global, LLC) is a new addition that we established for expansion plans in the high-speed processing computing
space. SAFETek, LLC is in the process of deploying a large scale processing operation that can be used for any of the following
intense processing activities: protein folding, CGI rendering, Game Streaming, Machine & Deep Learning, Mining, Independent
Financial Verification, and general high-speed computing. Key trending markets for Data Computation include Internet of Things,
Smart Homes, smart cities, smart devices, Artificial intelligence, blockchain technology, Virtual Reality, 3D animation, and health
technology data to name a few. More information regarding SAFETek, LLC can be found at safeteksolutions.com.














23


















Apex
Tek, LLC (formerly Razor Data, LLC) is the entity responsible for sales of the Apex program. Launched in September 2019, the Apex
product pack includes hardware, firmware, software and insurance that can be purchased and then leased to SAFETek LLC. Apex is
a technology asset that creates passive income for those who desire to diversify their holdings. More information can be found
at apextekglobal.com.









Government
Regulation









We
have historically positioned the company as a knowledge provider and educator that seeks to augment a user’s informed decision-making
process, rather than to act as a conductor of investment decisions or a representative of investment services. As such, most of
our activities do not fall within the scope of securities industry regulation. Most of our products and services also do not require
that any representative distributing our services conduct themselves as an investment advisor or broker. However, our subsidiary
S.A.F.E. Management, LLC, recently received its registration and disclosure approval from the National Futures Association. S.A.F.E.
Management, LLC is now a New Jersey State Registered Investment Adviser (“RIA”), Commodities Trading Advisor (“CTA”),
and Commodity Pool Operator registered with the U.S. Commodity Futures Trading Commission (“CFTC”), and is approved
by the CFTC for over the counter FOREX advisory services. As a New Jersey-registered RIA, we are required to comply with the laws
and regulations of those states in which we have the requisite number of customers governing the activities of investment advisers
and the fees they can charge, as well as certain provisions of the Investment Adviser Act of 1940. As a CFTC registered CTA, Commodity
Pool Operator, and FOREX adviser, we are required to comply with federal law and CFTC rules regulating those activities.








We
have established these registrations and the advisory structure to offer automated trade execution, which is managed by S.A.F.E.
Management, LLC, in its capacity as an RIA, for equities and equity options and in its capacity as a CTA for commodities, futures,
and OTC Forex. In addition, SAFE provides traditional advisory services for clients who do not wish to trade for themselves. Automation
of trades is only available through S.A.F.E. Management. No additional approvals are required for any of our current business
activities. The cost of maintaining this additional regulated entity could have a material adverse effect on our business and
could subject us to regulatory enforcement actions.








We
are subject to government regulation in connection with securities laws and regulations applicable to all publicly owned companies
as well as laws and regulations applicable to businesses generally. We are also increasingly subject to governmental regulation
and legislation specifically targeting Internet companies, such as privacy regulations adopted at the local, state, national and
international levels and taxes levied at the state level. Due to the increasing use of the internet, enforcement of existing laws,
such as consumer protection regulations, in connection with web-based activities has become more aggressive, and it is expected
that new laws and regulations will continue to be enacted at the local, state, national, and international levels. Such new legislation,
alone or combined with increasingly aggressive enforcement of existing laws, could have a material adverse effect on our future
operating performance and business.









Employees









As
of December 15, 2020, we had 20 employees.









Internet
Address









Additional
information concerning our business can be found on our website at

www.investview.com

for the most up-to-date corporate
financial information, presentation announcements, transcripts, and archives. Information regarding our products and services
offered by our wholly owned subsidiary, Kuvera LLC, may be found at

www.kuveraglobal.com

. SAFE Management LLC services
can be viewed at

www.safeadvglobal.com

. Apex Tek LLC product information can be found at:

www.apextekglobal.com

and SAFETek, LLC information is available at

www.safeteksolutions.com

. Web site links provided in may change in the future.
We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file such material with
or furnish it to the Securities and Exchange Commission.









Competition











We
face competition for each of our product categories, but do not have a similar competitor with the full suite of services offered
by us. Each of the financial education products, alerts, tools, and newsletters face competition from similar product companies,
such as TheStreet.com, Motley’s Fool, Jim Cramer, and 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 our personal
money management does not advertise or entice the user to refinance and secure new loans and is a pure management tool that serves
the individual and not the advertiser. Our tax management tools and education have limited competition, and we have deployed Deductr
as our tool of choice. Our 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, is what sets us apart.














24




















We
believe our competitive advantages include:





























































one
of the most generous bonus programs in the network marketing segment;



















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, race, religion, and nationalities; and



















a
delivery platform that enables us to launch new products quickly and efficiently worldwide.








Our
competitive weaknesses include translation challenges as we continue international expansion and components of our distributor
backend that are programmed by third-party providers.













MANAGEMENT












General











Our
bylaws provide that the number of directors on our board will not be less than three or more than nine. Our board currently consists
of five directors. The term of office of each director expires at the next annual meeting of the stockholders and when his or
her respective successor is elected and has qualified. Our officers serve at the pleasure of the board of directors.








The
following table sets forth certain information with respect to our directors and executive officers:



























































Name








Age








Position




Joseph
Cammarata






45






Chief
Executive Officer and Director



Annette
Raynor






55






Chief
Operations Officer and Director



Mario
Romano






56






Director
of Finance and Director



David
B. Rothrock






55






Director



James
Bell






55






Director



Jayme
L. McWidener






41






Chief
Financial Officer









Joseph
Cammarata

began his career in the financial industry over 25 years ago at Datech where he pioneered NASDAQ market orders and
the “first off”-exchange electronic trading system. While at Datek he developed an internal cross that would eventually
become the Island ECN. He then started and orchestrated the growth of Datek Online - which was later sold to Ameritrade. As co-founder
and CEO of Sonic Trading he architected the first ECN aggregator and Smart Routing system that would serve as its core product.
Recognized for its innovative query handling, superior market data processing, and all-around reliability, the Sonic system served
more than twenty-four Institutional clients and Broker/Dealers before being acquired in 2004 by the Bank of New York. After the
acquisition, he served as Managing Director for BNY Brokerage and its spin-off BNY ConvergEx as the head of Electronic Trading
and Strategic Planning and Development. In 2010 he started SpeedRoute LLC and Pro Securities ATS LLC. As President and CEO he
has launched a broker-dealer routing system, SpeedRoute and an ATS, Pro Securities. SpeedRoute is currently routing for some of
the largest Banks, Broker Dealers and Stock Exchanges in the United States, currently averaging 2% of the US Exchange volumes
and has plans for continued growth across a robust product suite. Speedroute and its affiliates were acquired by OverStock.com
in September of 2015 to help drive OverStock.com’s financial technology businesses, leading the push into Crypto Securities
and Blockchain settlement systems. Mr. Cammarata served as President of tZERO a Subsidiary of Overstock.com from January 2016
to May of 2018 and remains a director of tZERO. He was founder and CEO of SpeedRoute, LLC from November 2010 to April 2018.














25





















Annette
Raynor

has served as our chief operating officer since March 31, 2017, and as a director since June 6, 2017. Annette briefly
served as the company’s Chief Executive Officer from August 2019 through December 3, 2019 when Joseph Cammarata was installed
as the CEO. Since 2013, Ms. Raynor has served as the chief operating officer of Kuvera, LLC, formerly Wealth Generators, LLC,
our wholly owned subsidiary. Ms. Raynor holds her Series 65 Registered Investment Advisor license, Series 3 Commodity Futures,
Series 34 Retail Off-Exchange Forex, and is a licensed realtor in the state of New Jersey. Ms. Raynor is the general manager and
licensed representative of SAFE Management LLC.









Mario
Romano

was elected as a Director of the Corporation and serves as director of finance of Investview, Inc as well. He co-founded
Wealth Generators in 2013 (now part of Investview) and continues as director of finance for Investview. He received his Bachelors
in Business/Finance from St John’s University of New York. He began his career in finance with a select group of Wall Street
Institutions including Lehman Brothers during the period from the late 1980’s through early 2000. He continues his key management
role as Director of Finance for Investview.









David
B. Rothrock

has extensive executive management, board, and operational expertise in the automobile industry, fintech, financial
services, residential and commercial real estate, property management, corporate financing, private equity, utility technology,
environmental remediation services, insurance, wine retail operations and distribution, and wealth management. Mr. Rothrock is
the chief executive officer of DBR Capital, LLC. Through his key roles as president and chief executive officer of DBR Capital
LLC, MPower Trading Systems, Cedar Crest Partners G.P. LLC, and Rothrock Motors Sales, Inc. (a group of franchised automobile
dealerships), which collectively generate over $150 million in annual sales revenue. Mr. Rothrock is an active board member
of charitable organizations that support breast cancer research and women’s health and fitness as well as the arts and theater
in Lehigh Valley, PA. Mr. Rothrock has a B.S. in Business Management graduating Magna Cum Laude from Widener University, and holds
a J.D. from the New York Law School with Bar admittance to New York, New Jersey, and Pennsylvania.









James
Bell

specializes in financial management with more than 30 years of experience in the capital markets. As co-founder and chief
executive officer of MPower Trading Systems, Mr. Bell is responsible for charting the company’s business course and overseeing
all principal functions of the firm, including corporate strategy and deployment of initiatives, product, and partnerships. Mr.
Bell has been at the forefront of online trading since its infancy. Prior to co-founding MPower in 2004, Mr. Bell served as managing
director of trading development of thinkorswim-TD Ameritrade, Inc. from 2002-2011, where he led the company’s product and
technology team to develop client digital content. Mr. Bell is co-founder and managing partner of ShadowTrader Technologies, which
provides real-time digital financial research and education content to TD Ameritrade, Inc. (2004-present). Prior to MPower, Mr.
Bell also co-founded B/C Interactive Trading Technologies in 2001, which was ultimately sold to MPower in 2004. Prior to B/C,
Mr. Bell served as SVP of Janney Montgomery Scott, and before that position, with Morgan Stanley. Mr. Bell studied economics and
business management at Frostburg State University. Mr. Bell holds multiple business accreditations and securities licenses, including
FINRA Series 7, FINRA Series 55, and FINRA Series 63.









Jayme
L. McWidener

earned her bachelor’s degree and Masters of Business Administration from Drake University and became an
auditor for Cahaba GBA in 2001 before joining HJ & Associates, LLC (“HJ”) in January 2004 as an audit staff member.
She obtained her CPA license in 2007 and worked at HJ focusing on auditing SEC reporting companies, eventually being promoted
to an audit senior and audit manager before she became a partner at HJ in January 2014. Ms. McWidener spent just over 2 years
as a partner with HJ and with its successor, Haynie & Company. In April of 2016 she established Mac Accounting Group, LLP,
specializing in PCAOB audits for SEC reporting companies and AICPA audits for private companies in a variety of industries.








Our
directors are elected for a term of one year and until their successors qualified, nominated, and elected.









Role
of the Board









It
is the paramount duty of the board to oversee our management in the competent and ethical operation of the company on a day-to-day
basis and to assure that the long-term interests of the shareholders are being served. To satisfy this duty, the directors take
a proactive, focused approach to their position, and set standards to ensure that we are committed to business success through
maintenance of ambitious standards of responsibility and ethics.














26





















Committees









Our
business, property, and affairs are managed by or under the direction of the board of directors. Members of the board are kept
informed of our business through discussion with the chief executive and financial officers and other officers, by reviewing materials
provided to them, and by participating at meetings of the board and its committees.









Audit
Committee









We
currently do not have a designated audit committee, and accordingly, our board of directors preapproves all audit and permissible
non-audit services provided by the independent auditor, including audit, audit-related, tax, and other services. Preapproval is
generally provided for up to one year, detailed as to the particular service or category of services, and subject to a specific
budget. The independent auditor and management are required to periodically report to our board of directors regarding the extent
of services provided by the independent auditor in accordance with this preapproval and the fees for the services performed to
date. The board of directors may also preapprove particular services on a case-by-case basis.









Compensation
Committee









We
currently do not have a designated compensation committee, and accordingly, our board of directors will approve all compensation
matters until such committee is established and approved.









Code
of Ethics









We
have a code of ethics that applies to all of our employees, including our principal executive officer, principal financial officer,
principal accounting officer, and the directors, a copy of which is available in the Employee Handbook. We intend to disclose
any changes in or waivers from our code of ethics by posting such information on our website or by filing a Form 8-K.









Section
16(a) Compliance









Section
16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to
file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock
and other of our equity securities. During the year ended March 31, 2020, our officers, directors, and 10% stockholders made the
required filings pursuant to Section 16(a).











EXECUTIVE
COMPENSATION












Directors’
Compensation









There
was no compensation for our directors, acting in their capacity as directors, during the year ending March 31, 2020.









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, or during the fiscal year ended March 31, 2020, or who earned
compensation exceeding $100,000 during fiscal year 2020 (the “named executive officers”), for services as executive
officers for the last two fiscal years.














27





















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











Total











($)







($)







($)







($)







($)







($)







($)




Joseph Cammarata


2020




-





570,000


[5]



-




-




-




-




570,000


Chief Executive Officer and Director


2019




-




-




-




-




-




-




-


Annette Raynor [1]


2020




225,000





847,140


[6]



-




-




-





240,360


[10]



1,312,500


Chief Operations Officer and Director


2019




225,000




-




-




-




-





297,442


[11]



1,312,500


Mario Romano [2]


2020




225,000





847,140


[7]



-




-




-





240,360


[12]



812,167


Director of Finance and Director


2019




225,000




-




-




-




-





297,442


[13]



522,442


Ryan Smith [3]


2020




225,000




-




-




-




-





193,995


[14]



418,995


President of Apex Tek, LLC and former Director


2019




225,000




-




-




-




-





293,242


[15]



518,242


Chad Miller [4]


2020




178,125




-




-




-




-





201,495


[16]



379,620


Co-Founder and former Director


2019




225,000




-




-




-




-





293,242


[17]



518,242


Jayme L. McWidener


2020




84,792





195,379


[8]



-




-




-





4,500


[18]



284,671


Chief Financial Officer


2019




-




-




-




-




-




-




-


William C. Kosoff


2020




82,000





89,173


[9]



-




-




-





6,596


[19]



177,769


Corporate Secretary


2019




60,000




-




-




-




-




-




60,000













[1]



A
portion of Ms. Raynor’s compensation was paid to Wealth Engineering LLC, an entity in which she is a 50% owner.














28







































































[2]



A
portion of Mr. Romano’s compensation was paid to Wealth Engineering LLC, an entity in which he is a 50% owner.



[3]



A
portion of Mr. Smith’s compensation was paid to Kays Creek Capital, an entity in which he is an owner.



[4]



A
portion of Mr. Miller’s compensation was paid to Kays Creek Capital and MILCO, entities in which he is an owner.



[5]



During
the fiscal year ending 3/31/20, PB Trade, LLC, an entity owned by Mr. Cammarata, was issued a total of 270,000,000 shares
of common stock. 20,000,000 shares were awarded upon the execution of his employment agreement, 62,500,000 were issued as
collateral to a $1,000,000 promissory note, and 187,500,000 were issued as an incentive to meet certain performance obligations.
Upon the repayment of the $1,000,000 promissory note and if the performance obligations are not met, the 62,500,000 and 187,500,000
shares, respectively, will be returned to the Company. The fair market value of the 20,000,000 shares awarded upon the execution
of Mr. Cammarata’s employment agreement was $570,000 or $0.0285 per share (the per share price on 11/29/19, the date
of issuance).



[6]



On
7/24/19, Wealth Engineering, LLC, an entity owned 50% by Ms. Raynor, was awarded 190,000,000 shares of common stock. In accordance
with the agreement one third of the shares vested upon execution of the agreement and the remaining two thirds vest over two
years, contingent upon Ms. Raynor and Mr. Romano’s continued employment by the Company. The fair market value of half
these shares was $1,501,000 or $0.0158 per share (the per share price on the date of issuance). The expense related to this
issuance is being recognized based the vesting terms per the agreement which resulted in $847,140 of recognized expense during
fiscal year 2020.



[7]



On
7/24/19, Wealth Engineering, LLC, an entity owned 50% by Mr. Romano, was awarded 190,000,000 shares of common stock. In accordance
with the agreement one third of the shares vested upon execution of the agreement and the remaining two thirds vest over two
years, contingent upon Ms. Raynor and Mr. Romano’s continued employment by the Company. The fair market value of half
these shares was $1,501,000 or $0.0158 per share (the per share price on the date of issuance). The expense related to this
issuance is being recognized based the vesting terms per the agreement which resulted in $847,140 of recognized expense during
fiscal year 2020.



[8]



On
9/15/19, Jayme McWidener was awarded 20,000,000 shares of common stock as part of her employment agreement. In accordance
with the agreement, one third of the shares vested upon execution of the agreement and the remaining two thirds vest over
two years, contingent upon Ms. McWidener’s continued employment by the Company. The fair market value of these shares
was $380,000 or $0.019 per share (the per share price on the date of issuance). The expense related to this issuance is being
recognized based the vesting terms per the agreement which resulted in $195,379 of recognized expense during fiscal year 2020.



[9]



On
7/22/19, William Kosoff was awarded 10,000,000 shares of common stock as part of his employment agreement. In accordance with
the agreement, one third of the shares vested upon execution of the agreement and the remaining two thirds vest over two years,
contingent upon Mr. Kosoff’s continued employment by the Company. The fair market value of these shares was $158,000
or $0.0158 per share (the per share price on the date of issuance). The expense related to this issuance is being recognized
based the vesting terms per the agreement which resulted in $89,173 of recognized expense during fiscal year 2020.



[10]



Includes
$61,364 in medical reimbursements, $37,770 for fiscal year 2020 revenue under the Founder Revenue Agreements discussed below,
and $141,226 that was accrued but unpaid under the Founder Revenue Agreements.



[11]



Includes
$34,200 in medical reimbursements, $108,512 for fiscal year 2019 revenue under the Founder Revenue Agreements discussed below,
and $154,730 that was accrued but unpaid under the Founder Revenue Agreements.



[12]



Includes
$61,364 in medical reimbursements, $37,770 for fiscal year 2020 revenue under the Founder Revenue Agreements discussed below,
and $141,226 that was accrued but unpaid under the Founder Revenue Agreements.



[13]



Includes
$34,200 in medical reimbursements, $108,512 for fiscal year 2019 revenue under the Founder Revenue Agreements discussed below,
and $154,730 that was accrued but unpaid under the Founder Revenue Agreements.



[14]



Includes
$15,000 in medical reimbursements and $178,995 that was accrued but unpaid under the Founder Revenue Agreements.














29











































[15]



Includes
$30,000 in medical reimbursements, $69,512 for fiscal year 2019 revenue under the Founder Revenue Agreements discussed below,
and $193,730 that was accrued but unpaid under the Founder Revenue Agreements.



[16]



Includes
$22,500 in medical reimbursements and $178,995 that was accrued but unpaid under the Founder Revenue Agreements.



[17]



Includes
$30,000 in medical reimbursements, $69,512 for fiscal year 2019 revenue under the Founder Revenue Agreements discussed below,
and $193,730 that was accrued but unpaid under the Founder Revenue Agreements.



[18]



Includes
$4,500 in medical reimbursements.



[19]



Includes
$6,596 in medical reimbursements.









Outstanding
Equity Awards at Fiscal Year-End











No
stock option awards were exercisable or unexercisable as of March 31, 2020, for any executive officer.









Employee
Stock Options









The
nonqualified plan adopted in 2007 authorizes 65,000 shares, of which 47,500 have been granted as of March 31, 2020. 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, 2020, 42,500 shares have been granted under the 2008 plan. During the year ended March 31, 2020 all previously
outstanding options expired and no new options were granted.








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, 2018



35,000



$

10.00




1.51



$

-


Granted



-



$

-










Exercised



-



$

-










Canceled / expired



-



$

-










Options outstanding at March 31, 2019



35,000



$

10.00




0.51



$

-


Granted



-



$

-










Exercised



-



$

-










Canceled / expired



(35,000

)


$

10.00










Options outstanding at March 31, 2020



-



$

-




-



$

-


Options exercisable at March 31, 2020



-



$

-




-



$

-








Stock-based
compensation expense in connection with options granted to employees for the year ended March 31, 2020 and 2019, was $0.









Employment
Agreements and Revenue Share Agreements









The
four founders of Wealth Generators, LLC, 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 renews for three successive five-year terms unless terminated prior to the 90th day following
the expiration of the applicable term. The agreements provide for an annual salary of $225,000 with annual reviews by the board
of directors or the designated compensation committee to determine whether an increase in salary is appropriate based on our results
of operations, increased activities, or responsibilities of the founder, or such other factors as the board of directors or the
designated compensation committee thereof may deem appropriate. In addition, the founders are entitled to receive health fringe
benefits that are generally available to our employees. During April 2020, Chad Miller retired from the Company, effectively terminating
his employment agreement at that time.














30






















On
October 11, 2017, we entered into Founder’s Revenue Agreements with Chad Miller, Annette Raynor, Mario Romano, and Ryan
Smith. 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 has the right to receive three-quarters of one percent (0.75%) of our top-line revenue, which will
be calculated and paid on a monthly basis. This right is permanent and irrevocable, is not connected in any manner to the founder’s
employment with us, and will be treated as a portion of the founder’s estate if it has not been assigned by the founder
prior to his or her death.








On
September 6, 2019, the Company entered into an Employment Agreement with Jayme McWidener that became effective September 15

,

2019, appointing her as Chief Financial Officer of Investview, Inc. The Contract has a term of two years commencing on the
effective date and automatically renews for one-year periods for three consecutive years, unless terminated prior to the 90

th

day following the expiration of the applicable term. Compensation for the position is $175,000 per year plus expenses. Other
consideration is 20,000,000 restricted shares of the Company’s common stock vesting over a two year period with one third
vesting upon issuance and one third vesting on each of the next two anniversaries.








On
November 29, 2019 an Employment Agreement was entered between the newly appointed Chief Executive Officer, Joseph Cammarata and
Investview, Inc. that became effective on December 1, 2019. The contract is for a term of five years and provides a salary compensation
of $1 per year, 20,000,000 shares to be issued that will vest immediately, and additional equity awards of up to 250,000,000 shares
in four equal increments of 62,500,000 shares each with the first increment to be earned upon the successful capital raise of
$5 Million and the balance based on earnings milestones for the “APEX Pack” product line. Additional cash compensation
will be provided based on personal sales of the APEX Pack products.











CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS











Unless
otherwise indicated, the terms of the following transactions between related parties were not determined as a result of arm’s-length
negotiations.








Our
related-party payables consisted of the following:





















































































September 30,


2020



March 31,


2020


Short-term advances [1]


$

489,850



$

876,427


Promissory note entered into on 1/30/20 [2]



1,133,333




1,033,333


Convertible Promissory Note entered into on 4/27/20 [3]



77,198




-


Convertible Promissory Note entered into on 5/27/20 [4]



36,019




-


Accounts payable – related party [5]



30,000




55,000




$

1,766,400



$

1,964,760





















[1]



We
periodically receive advances for operating funds from our current majority shareholders and other related parties, including
entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand and are unsecured.
During the six months ended September 30, 2020, we received $2,338,137 in cash proceeds from advances, incurred $50,000 in
interest expense on the advances, and repaid related parties $2,816,713. Also during the six months ended September 30, 2020
there was a change in senior management therefore $26,001 due to a former member of the senior management team was reclassified
from a related party payable to debt on our balance sheet.









[2]



We
entered into a $1,000,000 promissory note with Joeseph Cammarata, our Chief Executive Officer, on January 30, 2020. The term
of the note is one year, at which time the principal and interest of 20%, or $200,000 will be due. During the six months ended
September 30, 2020 we recognized $100,000 of interest expense on the note.














31







































[3]



On
April 27, 2020 we received proceeds of $1,300,000 from DBR Capital, LLC, an entity controlled by members of our Board of Directors.
The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. The note
is convertible into common stock at a conversion price of $0.01257 per share therefore during the six months ended September
30, 2020 we recorded a beneficial conversion feature and debt discount of $1,300,000. During the six months ended September
30, 2020 we recognized $55,531 of the debt discount into interest expense as well as expensed an additional $111,223 of interest
expense on the note, of which $89,556 was repaid during the period.









[4]



On
May 27, 2020 we received proceeds of $700,000 from DBR Capital, LLC, an entity controlled by members of our Board of Directors.
The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. The note
is convertible into common stock at a conversion price of $0.01257 per share therefore during the six months ended September
30, 2020 we recorded a beneficial conversion feature and debt discount of $700,000. During the six months ended September
30, 2020 we recognized $24,352 of the debt discount into interest expense as well as expensed an additional $48,614 of interest
expense on the note, of which $36,947 was repaid during the period.









[5]



During
the six months ended September 30, 2020 we paid $25,000 to an accounting firm owned by our Chief Financial Officer to reduce
amounts previously owed. We also incurred $68,000 to reimburse DBR Capital, LLC, for amounts paid on our behalf. The entire
amount was repaid during the six months ended September 30, 2020.








In
addition to the above related party debt transactions that were outstanding as of September 30, 2020, and March 31, 2020 we entered
into a $3,600,000 convertible promissory note with a member of the senior management team on July 23, 2019. We received proceeds
of $1,000,000 from the note, including $900,000 in cash and $100,000 which offset amounts owing to the lender. In accordance with
the terms of the note we were required to repay a monthly minimum payment of $50,000 beginning January of 2020 through June of
2020 and a monthly minimum payment of $100,000 beginning July of 2020 until the total principal amount has been repaid. The lender
had the right to convert up to $2,600,000 of the outstanding and unpaid principal amount into shares of our common stock at a
conversion price of $0.005 per share, subject to adjustment. At inception we recorded a beneficial conversion feature of $1,000,000
as a debt discount and we recorded $2,600,000 as a debt discount, representing the difference between the face value of the note
and the proceeds received. Effective March 31, 2020 we entered into a settlement agreement to issue 200,000,000 shares of our
common stock to repay the $3,600,000 convertible promissory note and $500,000 worth of short-term advances (see [1] above), for
a total of $4,100,000 worth of related party debt settled. In conjunction with the settlement the full debt discount of $3,600,000
was recognized into interest expense during the year ended March 31, 2020.








In
addition to the above-mentioned related-party lending arrangements, during the year ended March 31, 2020 we sold 57 APEX units
to related parties for proceeds of $122,720, $100,000 of which was offset against short term advances. We made 233 lease payments
to these related parties during the year ended March 31, 2020, equating to $116,500. During the year ended March 31, 2019, we
sold $41,500 worth of high-speed computer processing equipment to our then chief executive officer. This revenue was included
in the equipment sales reported on our statement of operations.








Subsequent
to September 30, 2020, we completed a third closing with DBR Capital under the Securities Purchase Agreement originally entered
into between the parties on April 27, 2020. At the third closing, DBR Capital purchased a $1,300,000 convertible secured promissory
note. The promissory note is due on April 27, 2030, bears interest at the rate of 25% per year, is convertible into our common
stock at a conversion price of $0.007 per share if certain benchmarks relating to the trading price and volume of the common stock
are met, and is secured by the Guaranty and Collateral Agreement entered into between the parties as of May 15, 2020.








As
part of the third closing, certain agreements previously entered into were amended as follows:





















The
April 2020 Securities Purchase Agreement was amended and restated to reduce the amount of the third closing and to add fourth
and fifth closings now contemplated to occur on or before May 31, 2021, and August 31, 2021, respectively. The fourth and
fifth closings are at the sole discretion of DBR Capital and we cannot provide any assurance that they will occur when contemplated
or ever. The Amended and Restated Securities Purchase Agreement also provides for the issuance of additional shares of our
common stock upon any event of default under the Notes.














32































































The
April 27, 2020, and May 27, 2020, Notes were amended and restated to adjust the conversion price from approximately $0.0126
to $0.007 per share, consistent with the November 9, 2020, Note.



















The
Investor Rights Agreement was amended to specify that David Rothrock is the investor director whose affirmative vote is required
for certain actions and to require the approval of the investor director for any action taken by our board of directors.



















The
Voting Agreement was amended to include provisions to expand our board of directors to seven members, leaving two seats vacant,
and to allow DBR Capital to fill those vacancies and remove directors in the event of default.



















We
agreed to issue DBR Capital 104,000,000 Default Shares if we default under one or more of the Notes.








Additionally,
certain of our founders entered into a Pledge Agreement, pledging certain common stock of their own as security to DBR Capital
in the event of a default under the convertible promissory notes.











PRINCIPAL
STOCKHOLDERS









The
following table sets forth certain information, as of December 15, 2020, respecting the beneficial ownership of our outstanding
common stock by: (i) any holder of more than 5%; (ii) each of the Named Executive Officers and directors; and (iii) our directors
and Named Executive Officers as a group, based on 3,062,481,329 shares of common stock outstanding as of December 15,
2020. Except as otherwise indicated, each stockholder listed below has sole voting and investment power over the shares beneficially
owned:
























































































































































































Name of Beneficial Owner

(1)






Common Stock






Beneficially






Owned









Percentage of






Common


Stock

(2)













Principal Stockholders:









CR Capital Holdings LLC

(3)




484,624,710




15.82

%

DBR Capital, LLC

(8)




575,428,571




15.82

%

Joseph Hagan

(7)




199,683,274




6.52

%

Brian McMullen

(9)




290,000,000




9.47

%

Directors and Officers:









Joseph Cammarata, CEO and Director



270,000,000




8.82

%

Annette Raynor, COO and Director(

4)(5)




205,853,471




6.72

%

Mario Romano, Treasurer and Director

(4)(6)




205,853,471




6.72

%

David Rothrock, Director

(8)




575,428,571




15.82

%

James Bell, Director




NONE





0

%

Jayme McWidener, CFO



20,000,000





*












All Officers and Directors as a group (6 persons) (4)(5)(6)(8)



1,277,135,513




35.11

%




















*



Less
than 1%.



(1)



Except
as otherwise indicated, the address of each beneficial owner is c/o InvestView Inc., 234 Industrial Way West, Ste., A202,
Eatontown, NJ 07724



(2)



Applicable
percentage ownership is based on 3,062,481,329 shares of common stock outstanding as of December 15, 2020, together
with securities exercisable or convertible into shares of common stock within 60 days of that date, for each stockholder.














33



















































(3)



Our
co-founders Ryan Smith and Chad Miller each own 50% of CR Capital Holdings LLC and, as a result, have voting and dispositive
control of these shares. Therefore, they are deemed to be the beneficial owners of our shares of common stock.



(4)



Wealth
Engineering LLC, 745 Hope Road, Eatontown, NJ 07724, owns 201,706,942 shares of our common stock. Our officers Mario Romano
and Annette Raynor are two of its members. In addition, Mr. Romano is the CEO and Ms. Raynor serves as the COO of Wealth Engineering
LLC. Combined Mr. Romano and Ms. Raynor have voting and shared dispositive control of these shares.



(5)



In
addition to the 100,853,471 shares owned by Wealth Engineering LLC and attributed to her, Ms. Raynor owns 105,000,000 shares
personally.



(6)



In
addition to the 100,853,471 shares owned by Wealth Engineering LLC and attributed to him, Mr. Romano owns 105,000,000 shares
personally.



(7)



Joseph
Hagan is the beneficial owner of a total of 199,683,274 shares, which are held in the names of three entities he controls
and in his individual name.



(8)



David
Rothrock beneficially owns 575,428,571 shares issuable upon conversion of three Convertible Notes in an aggregate principal
amount of $3,300,000 issued to DBR Capital, LLC, as well as 104,000,000 Default Shares issuable upon our default under one
or more of the Notes. Mr. Rothrock is the sole managing member of DBR Capital.



(9)



Brian
McMullen beneficially owns 290,000,000 shares, which are held in his own name and in the name of an entity he owns.








No
director, executive officer, affiliate, or any owner of record or beneficial owner of more than 5% of any class of our voting
securities is a party adverse to us or has a material interest adverse to us.











THE
CONVERTIBLE SECURED PROMISSORY NOTES










General











On
April 27, 2020, we entered into the Securities Purchase Agreement and Investor Rights Agreement with DBR Capital. The Investor
Rights Agreement required us to file a registration statement registering DBR Capital’s resale of the shares within 30 calendar
days; however, DBR Capital consented to extend that deadline to July 15, 2020, to accommodate the filing of our annual report
on Form 10-K. Under a Voting Rights Agreement entered into between DBR Capital and certain of our stockholders, the stockholders
agreed to reduce the size of our board of directors to five directors and to elect two designees of DBR Capital to fill two of
those five seats. James Bell and David B. Rothrock are currently members of our board of directors as the designees of DBR Capital.








On
November 9, 2020, we completed a third closing with DBR Capital under the Securities Purchase Agreement originally entered into
between the parties on April 27, 2020. At the third closing, DBR Capital purchased a $1,300,000 convertible secured promissory
note. The promissory note is due on April 27, 2030, bears interest at the rate of 25% per year, is convertible into our common
stock, at a conversion price of $0.007 per share, if certain benchmarks relating to the trading price and volume
of the common stock are met, and is secured by the Guaranty and Collateral Agreement entered into between the parties as of May
15, 2020.








As
part of the third closing, certain agreements previously entered into were amended as follows:































The
April 2020 Securities Purchase Agreement was amended and restated to reduce the amount of the third closing and to add fourth
and fifth closings now contemplated to occur on or before May 31, 2021, and August 31, 2021, respectively. The fourth and
fifth closings are at the sole discretion of DBR Capital and we cannot provide any assurance that they will occur when contemplated
or ever. The Amended and Restated Securities Purchase Agreement also provides for the issuance of additional shares of our
common stock upon any event of default under the Notes.



















The
April 27, 2020, and May 27, 2020, Notes were amended and restated to adjust the conversion price from approximately $0.0126
to $0.007 per share, consistent with the November 9, 2020, Note.














34













































The
Investor Rights Agreement was amended to specify that David Rothrock is the investor director whose affirmative vote is required
for certain actions and to require the approval of the investor director for any action taken by our board of directors.



















The
Voting Agreement was amended to include provisions to expand our board of directors to seven members, leaving two seats vacant,
and to allow DBR Capital to fill those vacancies and remove directors in the event of default.








Additionally,
certain of our founders entered into a Pledge Agreement, pledging certain common stock of their own as security to DBR Capital
in the event of a default under the convertible promissory notes.








The
principal under the Notes is convertible into our common stock at a conversion price of $0.007 per share, representing a total
of 471,428,571 shares. Additionally, we agreed to issue DBR Capital 104,000,000 Default Shares if we default under one or more
of the Notes. If all the entire amount owed under the Notes was converted and sold and the Default Shares were issued and sold,
those shares would represent approximately 16.4% of the total number of shares of our common stock outstanding after that conversion
as of the date of this prospectus.








Sales
of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic
and voting interests of each of our existing stockholders will be diluted as a result of any conversions of the Notes. Although
the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders
will represent a smaller percentage of our total outstanding shares after any conversions by DBR Capital.











SELLING
STOCKHOLDER









This
prospectus relates to the possible resale of up to 575,428,571 shares of our common stock by DBR Capital, the selling stockholder.
We are filing the registration statement of which this prospectus forms a part pursuant to the provisions of the agreements executed
in connection with the selling stockholder’s agreement to purchase the shares.








Pursuant
to the Investor Rights Agreement, which we entered into on April 27, 2020, concurrently with our execution of the Securities Purchase
Agreement, we agreed to provide certain registration rights respecting sales by DBR Capital of the shares of our common stock
issued to it upon conversion of the Notes. See the description under the heading “The Convertible Secured Promissory Notes”
for more information.








The
selling stockholder may, from time to time, offer and sell pursuant to this prospectus any or all of the shares that we issue
to it upon conversion of the Notes or issuance of the Default Shares. The selling stockholder may sell some, all, or none of its
shares. We do not know whether or when the selling stockholder will choose to convert some or all of the amounts due under the
Notes into shares of our common stock or how long the selling stockholder will hold the shares before selling them, and we currently
have no agreements, arrangements, or understandings with the selling stockholder regarding the conversion of the Notes.








The
following table presents information regarding the selling stockholder and the shares that it may offer and sell from time to
time under this prospectus. The table is prepared based on information supplied to us by the selling stockholder and reflects
its holdings as of December 15, 2020. Except as described herein, neither the selling stockholder nor any of its affiliates
has held a position or office, or had any other material relationship, with our company or any of our predecessors or affiliates.
As used in this prospectus, the term “selling stockholder” includes the selling stockholder and any of its respective
donees, pledgees, transferees, or other successors-in-interest selling shares received after the date of this prospectus from
the selling stockholder as a gift, pledge, or other non-sale-related transfer. Beneficial ownership is determined in accordance
with Rule 13d-3(d) promulgated by the SEC under the Exchange Act.














35













































































Selling stockholder





Shares






Beneficially






Owned Before






this Offering









Percentage of






Outstanding






Shares






Beneficially






Owned Before






this Offering

(1)










Shares to be Sold in this






Offering

(2)










Number Of






Shares






Beneficially






Owned After this






Offering









Percentage of






Outstanding






Shares






Beneficially






Owned After this






Offering





















DBR Capital, LLC(3)



575,428,571




15.82




575,428,571































(1)



Based
on 3,062,481,329 outstanding shares of our common stock as of December 15, 2020, after giving effect to the
potential conversion.



(2)



Assumes
that selling stockholder will sell all shares available for sale in this offering.



(3)



David
B. Rothrock has investment and voting control over the Default Shares and the shares issuable to DBR Capital upon conversion
of the Notes.











PLAN
OF DISTRIBUTION











The
selling stockholder and any of its pledgees, assignees, and successors-in-interest may, from time to time, sell any or all of
their common stock on the OTC Markets or any other stock exchange, market, or trading facility on which the shares are traded
or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholder may use any one or more
of the following methods when selling shares:





































































































ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;



















block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;



















purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;



















an
exchange distribution in accordance with the rules of the applicable exchange;



















privately
negotiated transactions;



















an
agreement with broker-dealers to sell a specified number of shares at a stipulated price per share;



















through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;



















a
combination of any such methods of sale; or



















any
other method permitted pursuant to applicable law.








The
selling stockholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.








DBR
Capital may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.








Broker-dealers
engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated but, except as set forth in a supplement to this prospectus, in the case of an agency transaction,
not in excess of a customary brokerage commission in compliance with FINRA Rule 2121.














36


















DBR
Capital and any broker-dealers or agents that are involved in selling the shares may be deemed to be, “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by the broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. The selling stockholder has informed us that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealer receive fees, commissions,
and markups that, in the aggregate, would exceed 8%.








Because
DBR Capital may be deemed an “underwriter” within the meaning of the Securities Act, it may be subject to the prospectus
delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus
that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling
stockholder.








We
have agreed to keep this prospectus effective until the earlier of: (i) 120 days after April 27, 2030; or (ii) all of the shares
have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale
shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws.
In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification requirement is available and is complied with.









Expenses,
Indemnification











We
will not receive any of the proceeds from the sale of the common stock sold by the selling stockholder and will bear all expenses
related to the registration of this offering, but will not pay for any commissions, fees, or discounts, if any, relating to the
sale of the common stock sold by the selling stockholder. We have agreed to indemnify the selling stockholder against certain
losses, claims, damages, and liabilities, including liabilities under the Securities Act.









Supplements











In
the event of a material change in the plan of distribution disclosed in this prospectus, the selling stockholder will not be able
to effect transactions in the shares pursuant to this prospectus until such time as a post-effective amendment to the registration
statement is filed with, and declared effective by, the Securities and Exchange Commission.











DESCRIPTION
OF CAPITAL STOCK












General











Our
articles of incorporation, as amended, authorize us to issue 10,050,000,000 shares of capital stock, consisting of 10,000,000,000
shares of common stock, par value $0.001, and 50,000,000,000 shares of preferred stock, par value $0.001.









Common
Stock












Dividend
Rights













Subject
to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock are entitled
to receive dividends out of funds legally available if our Board, in its discretion, determines to declare and pay dividends and
then only at the times and in the amounts that our Board may determine.














37























Voting
Rights













Holders
of our Common Stock are entitled to one vote for each share held on all matters properly submitted to a vote of stockholders on
which holders of common stock are entitled to vote. We have not provided for cumulative voting for the election of directors in
our Certificate of Incorporation. The directors are elected by a plurality of the outstanding shares entitled to vote on the election
of directors. On all other









No
Preemptive or Similar Rights













Our
Common Stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.









Right
to Receive Liquidation Distributions













If
we become subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders
would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that
time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of
liquidation preferences, if any, on any outstanding shares of preferred stock.









Preferred
Stock









Our
Board has the authority, without further action by the stockholders, to issue up to 50,000,000 shares of undesignated preferred
stock with rights and preferences, including voting rights, designated from time to time by our Board.








The
existence of authorized but unissued shares of preferred stock would enable our Board to render more difficult or to discourage
an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.









Series
B Preferred










General









As
of the date of this prospectus, we had 2,000,000 shares of Series B Preferred Stock authorized and 51,720 shares of Series B Preferred
issued and outstanding.








Our
Board may, without the approval of holders of the Series B Preferred or our Common Stock, designate additional series of authorized
preferred stock ranking junior to or on parity with the Series B Preferred and authorize the issuance of such shares. Designation
of preferred stock ranking senior to the Series B Preferred will require approval of the holders of Series B Preferred, as described
below in “Voting Rights.”









No
Maturity, Sinking Fund or Mandatory Redemption









The
Series B Preferred has no stated maturity and is not subject to any sinking fund or mandatory redemption. Shares of the Series
B Preferred will remain outstanding indefinitely unless we decide to redeem or otherwise repurchase them. We are not required
to set aside funds to redeem the Series B Preferred.









Ranking









The
Series B Preferred ranks, with respect to rights to the payment of dividends and the distribution of assets upon our liquidation,
dissolution or winding up:

















(1)




senior
to all classes or series of our common stock (except where common stockholders have contractual rights and preferences
described in paragraph (2) below) and to all other equity securities issued by us other than equity securities referred to in
paragraph (3) below;















38
































(2)




junior
to future equity securities issued by us with terms specifically providing that those equity securities rank senior to the
Series B Preferred with respect to rights to the payment of dividends and the distribution of assets upon our liquidation,
dissolution or winding up (See “Voting Rights” below);







(3)




effectively
junior to all of our existing and future indebtedness (including indebtedness convertible to our common stock or preferred
stock).










Dividends









Holders
of shares of Series B Preferred are entitled to receive, when, as and if declared by the Board, out of funds of the Company legally
available for the payment of dividends, cumulative cash dividends at the rate of 13% of the Stated Value of $25 per share per
annum (equivalent to $3.25 per annum per share). Plan of Distribution – Escrow Agreement.”








No
dividends on shares of Series B Preferred shall be authorized by our Board or paid or set apart for payment by us at any time
when the terms and provisions of any agreement of ours, including any agreement relating to our indebtedness, prohibit the authorization,
payment or setting apart for payment thereof or provide that the authorization, payment or setting apart for payment thereof would
constitute a breach of the agreement or a default under the agreement, or if the authorization, payment or setting apart for payment
shall be restricted or prohibited by law.








Notwithstanding
the foregoing, dividends on the Series B Preferred will accrue whether or not we have earnings, whether or not there are funds
legally available for the payment of those dividends and whether or not those dividends are declared by our Board. No interest,
or sum in lieu of interest, will be payable in respect of any dividend payment or payments on the Series B Preferred that may
be in arrears, and holders of the Series B Preferred will not be entitled to any dividends in excess of full cumulative dividends
described above. Any dividend payment made on the Series B Preferred shall first be credited against the earliest accumulated
but unpaid dividend due with respect to those shares.








Unless
full cumulative dividends on all shares of Series B Preferred have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods,
no dividends (other than in shares of common stock or in shares of any series of preferred stock that we may issue ranking junior
to the Series B Preferred as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding
up) shall be declared or paid or set aside for payment upon shares of our common stock or preferred stock that we may issue ranking
junior to, or on a parity with, the Series B Preferred as to the payment of dividends or the distribution of assets upon liquidation,
dissolution or winding up. Nor shall any other distribution be declared or made on shares of our common stock or preferred stock
that we may issue ranking junior to, or on a parity with, the Series B Preferred as to the payment of dividends or the distribution
of assets upon liquidation, dissolution or winding up. Also, any shares of our common stock or preferred stock that we may issue
ranking junior to or on a parity with the Series B Preferred as to the payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up shall not be redeemed, purchased or otherwise acquired for any consideration (or any moneys
paid to or made available for a sinking fund for the redemption of any such shares) by us (except by conversion into or exchange
for our other capital stock that we may issue ranking junior to the Series B Preferred as to the payment of dividends and the
distribution of assets upon liquidation, dissolution or winding up).








When
dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series B Preferred and
the shares of any other series of preferred stock that we may issue ranking on a parity as to the payment of dividends with the
Series B Preferred, all dividends declared on the Series B Preferred and any other series of preferred stock that we may issue
ranking on a parity as to the payment of dividends with the Series B Preferred shall be declared pro rata so that the amount of
dividends declared per share of Series B Preferred and such other series of preferred stock that we may issue shall in all cases
bear to each other the same ratio that accrued dividends per share on the Series B Preferred and such other series of preferred
stock that we may issue (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such
preferred stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall
be payable in respect of any dividend payment or payments on the Series B Preferred that may be in arrears.














39



















Liquidation
Preference









In
the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of Series B Preferred
will be entitled to be paid out of the assets we have legally available for distribution to our stockholders, with respect to
the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $25 per share, plus an amount
equal to any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets is
made to holders of our common stock or any other class or series of our capital stock we may issue that ranks junior to the Series
B Preferred as to liquidation rights.








In
the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient
to pay the amount of the liquidating distributions on all outstanding shares of Series B Preferred and the corresponding amounts
payable on all shares of other classes or series of our capital stock that we may issue ranking on a parity with the Series B
Preferred in the distribution of assets, then the holders of the Series B Preferred and all other such classes or series of capital
stock shall share rateably in any such distribution of assets in proportion to the full liquidating distributions to which they
would otherwise be respectively entitled.








Holders
of Series B Preferred will be entitled to written notice of any such liquidation, dissolution or winding up of no fewer than 30
days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of Series B Preferred will have no right or claim to any of our remaining assets. The consolidation
or merger of us with or into any other corporation, trust or entity or of any other entity with or into us, or the sale, lease,
transfer or conveyance of all or substantially all of our property or business, shall not be deemed a liquidation, dissolution
or winding up of us (although such events may give rise to the special optional redemption to the extent described below).









Redemption









The
Series B Preferred is not redeemable by us prior to the three-year anniversary of the date of first issuance of each respective
share, except upon a change of control.








On
and after the three year anniversary of the date of each issuance, we may, at our option and upon not less than 30 nor more than
60 days’ written notice, redeem the Series B Preferred, in whole or in part, at any time or from time to time, for cash
at a redemption price of $25 per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed
for redemption.








Upon
the occurrence of a change of control, whether before or after the three year anniversary of the date of the first issuance, we
may, at our option, upon not less than 30 nor more than 60 days’ written notice, redeem the Series B Preferred, in whole
or in part, within 120 days after notice of such Change of Control, for cash at a redemption price of $25 per share, plus any
accumulated and unpaid dividends thereon to, but not including, the redemption date.








A
“Change of Control” is deemed to occur when any person, including any syndicate or group deemed to be a “person”
under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger or other
acquisition transaction or series of purchases, mergers or other acquisition transactions shall have acquired our stock entitling
that person to exercise more than 50% of the total voting power of all our stock entitled to vote generally in the election of
our directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the
right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition).









Voting
Rights









Holders
of the Series B Preferred do not have any voting rights, except as set forth below or as otherwise required by the Nevada Revised
Statutes.








On
each matter on which holders of Series B Preferred are entitled to vote, each share of Series B Preferred will be entitled to
one vote.








So
long as any shares of Series B Preferred remain outstanding, we will not, without the affirmative vote or consent of the holders
of at least two-thirds of the votes entitled to be cast by the holders of the Series B Preferred outstanding at the time, given
in person or by proxy, either in writing or at a meeting (voting together as a class with all other series of parity preferred
stock that we may issue upon which like voting rights have been conferred and are exercisable), amend, alter, repeal or replace
our amended and restated Certificate of Incorporation, including by way of a merger, consolidation or otherwise in which we may
or may not be the surviving entity, so as to materially and adversely affect and deprive holders of Series B Preferred of any
right, preference, privilege or voting power of the Series B Preferred (each, an “Event”).














40


















The
foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise
be required shall be effected, all outstanding shares of Series B Preferred shall have been redeemed or called for redemption
upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption.








Except
as expressly stated in the Amended Certificate of Designation or as may be required by applicable law, the Series B Preferred
do not have any relative, participating, optional or other special voting rights or powers and the consent of the holders thereof
shall not be required for the taking of any corporate action.









No
Conversion Rights









The
Series B Preferred is not convertible into our common stock of the Company. However, if the Company effects any issuance by the
Company or any of its subsidiaries of a new series of preferred stock paying a cash dividend in excess of 13% (a “Subsequent
Series Preferred Stock”), the Holder may elect, in its sole discretion, to exchange all or some of the Series B Preferred
Stock then held for such Subsequent Series Preferred Stock.











No
Pre-emptive Rights









The
holders of the Series B Preferred will not, as holders of Series B Preferred, have any pre-emptive rights to purchase or subscribe
for our common stock or any other security.









Change
of Control









Provisions
in our Certificate of Incorporation and Bylaws may make it difficult and expensive for a third party to pursue a tender offer,
change of control or takeover attempt, which is opposed by management and our Board.









Anti-Dilution
Rights









The
Certificate of Designations for the Series B Preferred provides that if we effect a stock dividend, a stock split or a reverse
split of the Series B Preferred, the dividend and redemption rates will be proportionately adjusted.











WHERE
YOU CAN FIND ADDITIONAL INFORMATION









We
have filed with the SEC, Washington, D.C. 20549, under the Securities Act, a registration statement on Form S-1 relating to the
shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the
exhibits and schedules thereto. For further information respecting our company and the shares offered by this prospectus, you
should refer to the registration statement, including the exhibits and schedules thereto. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information regarding registrants that file electronically with
the SEC. The SEC’s internet address is http://www.sec.gov.








Statements
contained in this prospectus as to the contents of any contract or other document that we have filed as an exhibit to the registration
statement are qualified in their entirety by reference to the exhibits for a complete statement of their terms and conditions.








The
representations, warranties, and covenants made by us in any agreement that is filed as an exhibit to the registration statement
of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty,
or covenant to you. Moreover, such representations, warranties, or covenants were made as of an earlier date. Accordingly, such
representations, warranties, and covenants should not be relied on as accurately representing the current state of our affairs.














41


















We
file periodic reports, proxy statements, and other information with the SEC in accordance with requirements of the Exchange Act.
We make available through our website, free of charge, copies of these reports as soon as reasonably practicable after we electronically
file or furnish them to the SEC. Our website is located at http://www.InvestView.com. You can also request copies of such documents,
free of charge, by contacting us at 732-889-4300.








Information
contained on our website is not a prospectus and does not constitute a part of this prospectus.











LEGAL
MATTERS









Certain
legal matters respecting the validity under Nevada law of the common stock to be sold by the selling stockholder have been passed
upon for us by Michael Best & Friedrich LLP.











EXPERTS









The
consolidated financial statements as of March 31, 2020 and 2019 and for each of the years in the two-year period ended March 31,
2020, included in this Form S-1 have been so included in reliance upon the report of Haynie & Company, an independent registered
public accounting firm, given on the authority of said firm as an expert in auditing and accounting.














42





















MARCH
31, 2020 AND 2019










INVESTVIEW,
INC.












Index
to Consolidated Financial Statements



































































































































Page













Report
of Independent Registered Public Accounting Firm







F-2













Consolidated
Balance Sheets as of March 31, 2020 and 2019







F-3













Consolidated
Statements of Operations and Other Comprehensive Income for the years ended March 31, 2020 and 2019







F-4













Consolidated
Statements of Stockholders’ Equity (Deficit) for the years ended March 31, 2020 and 2019







F-5













Consolidated
Statements of Cash Flows for the years ended March 31, 2020 and 2019







F-6













Notes
to Consolidated Financial Statements







F-7













Condensed
Consolidated Balance Sheets as of September 30, 2020 (Unaudited) and March 31, 2020







F-27













Condensed
Consolidated Statements of Operations and Other Comprehensive Income for the Three and Six Months Ended September 30, 2020
and 2019 (Unaudited)







F-28













Condensed
Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Six Months Ended September 30, 2020 and
2019 (Unaudited)







F-29













Condensed
Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2020 and 2019 (Unaudited)







F-30













Notes
to Consolidate Financial Statements (Unaudited)







F-31













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 consolidated balance sheets of Investview, Inc. (the Company) as of March 31, 2020, and 2019, and
the related consolidated statements of operations and other comprehensive income, stockholders’ equity (deficit), and cash
flows for each of the years in the two-year period ended March 31, 2020, 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, 2020, and 2019, and the results of its operations and its cash flows for each of the years in the
two-year period ended March 31, 2020, in conformity with accounting principles generally accepted in the United States of America.









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.











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.


























/s/
Haynie & Company













Salt
Lake City, Utah






June
29, 2020











We
have served as the company’s auditor since 2017.













F-

2

















INVESTVIEW,
INC.






CONSOLIDATED
BALANCE SHEETS










































































































































































































































































































































































































































































































































































































































March 31,




2020



2019









ASSETS









Current assets:









Cash and cash equivalents


$

137,177



$

133,644


Prepaid assets



5,309,512




6,685,970


Receivables



905,058




724,995


Short-term advances



145,000




10,000


Short-term advances - related party



500




500


Other current assets



101,610




142,061


Total current assets



6,598,857




7,697,170











Fixed assets, net



2,997,611




13,528











Other assets:









Intangible assets, net



692,882




1,576,685


Long term license agreement, net



-




1,983,220


Operating lease right-of-use asset



99,465




-


Deposits



11,173




4,500


Total other assets



803,520




3,564,405











Total assets


$

10,399,988



$

11,275,103











LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)









Current liabilities:









Accounts payable and accrued liabilities


$

3,774,536



$

3,008,836


Payroll liabilities



1,825




888,177


Customer advance



392,310




265,000


Deferred revenue



612,500




1,876,727


Derivative liability



793,495




1,358,901


Operating lease liability, current



56,530




-


Other current liabilities



11,407,200




-


Related party payables, net of discounts



2,114,760




545,489


Debt, net of discounts



1,569,326




1,977,030


Total current liabilities



20,722,482




9,920,160











Operating lease liability, long term



50,268




-


Other long term liabilities, net of deferred interest



3,885,464




-


Total long term liabilities



3,935,732




-











Total liabilities



24,658,214




9,920,160











Commitments and contingencies



-




-











Stockholders’ equity (deficit):









Preferred stock, par value: $0.001; 50,000,000 shares authorized, none issued and outstanding as of March 31, 2020 and 2019



-




-


Common stock, par value $0.001; 10,000,000,000 shares authorized; 3,214,490,408 and 2,640,161,318 shares issued and outstanding as of March 31, 2020 and 2019, respectively



3,214,490




2,640,161


Additional paid in capital



28,929,516




23,758,917


Accumulated other comprehensive income (loss)



(20,058

)



1,363


Accumulated deficit



(46,382,174

)



(25,096,983

)

Total Investview stockholders’ equity (deficit)



(14,258,226

)



1,303,458


Noncontrolling interest



-




51,485


Total stockholders’ equity (deficit)



(14,258,226

)



1,354,943











Total liabilities and stockholders’ equity (deficit)


$

10,399,988



$

11,275,103








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













F-

3

















INVESTVIEW,
INC.






CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME














































































































































































































































































































































































































































































































































































































Year
Ended March 31,












2020









2019



























Revenue:



























Subscription
revenue, net of refunds, incentives, credits, and chargebacks






$



22,425,173









$



27,023,202






Equipment
sales, net of refunds









-












694,954






Cryptocurrency
mining service revenue, net of refunds and amounts paid to supplier









-












1,940,925






Mining
revenue









1,745,138












-






Fee
revenue









13,279












-






Total
revenue, net









24,183,590












29,659,081

































Operating
costs and expenses:



























Cost
of sales and service









2,507,071












1,180,671






Commissions









13,564,618












21,526,326






Selling
and marketing









1,696,133












878,936






Salary
and related









6,593,421












4,272,355






Professional
fees









1,356,574












1,620,370






General
and administrative









7,559,192












4,121,279






Total
operating costs and expenses









33,277,009












33,599,937

































Net
loss from operations









(9,093,419



)









(3,940,856



)






























Other
income (expense):



























Gain
(loss) on debt extinguishment









2,018,791












19,387






Gain
(loss) on fair value of derivative liability









571,231












(214,376



)



Gain
(loss) on bargain purchase









-












971,282






Gain
(loss) on deconsolidation









53,739












-






Realized
gain (loss) on cryptocurrency









(815



)









16,241






Unrealized
gain (loss) on cryptocurrency









113,369












106,488






Impairment
expense









(4,230,741



)









-






Interest
expense









(6,274,436



)









(1,842,461



)



Interest
expense, related parties









(4,403,332



)









(20,000



)



Other
income (expense)









(32,195



)









(3,032



)



Total
other income (expense)









(12,184,389



)









(966,471



)






























Income
(loss) before income taxes









(21,277,808



)









(4,907,327



)



Income
tax expense









(7,383



)









(70,768



)






























Net
income (loss)









(21,285,191



)









(4,978,095



)



Less:
net income (loss) attributable to the noncontrolling interest









-












32,941

































Net
income (loss) attributable to Investview stockholders






$



(21,285,191



)






$



(5,011,036



)






























Income
(loss) per common share, basic and diluted






$



(0.01



)






$



(0.00



)






























Weighted
average number of common shares outstanding, basic and diluted









2,937,880,878












2,234,117,482

































Other
comprehensive income (loss), net of tax:



























Foreign
currency translation adjustments






$



(21,421



)






$



3,846






Total
other comprehensive income (loss)









(21,421



)









3,846






Comprehensive
income (loss)









(21,306,612



)









(4,974,249



)



Less:
comprehensive income (loss) attributable to the noncontrolling interest









-












(3,846



)



Comprehensive
income (loss) attributable to Investview shareholders






$



(21,306,612



)






$



(4,978,095



)








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













F-

4



















INVESTVIEW,
INC.






CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)





























































































































































































































































































































































































































































































































































































































































































































































Accumulated



















Additional



Other













Common stock



Paid in



Comprehensive



Accumulated



Noncontrolling







Shares



Amount



Capital



Income



Deficit



Interest



Total


Balance, March 31, 2018



2,169,661,318



$

2,169,661



$

16,137,945



$

(2,483

)


$

(20,085,947

)


$

18,544



$

(1,762,280

)

Common stock issued for acquisition



50,000,000




50,000




750,000




-




-




-




800,000


Common stock issued for services and compensation



402,000,000




402,000




6,385,600




-




-




-




6,787,600


Common stock repurchase



(7,000,000

)



(7,000

)



(84,000

)



-




-




-




(91,000

)

Common stock issued as commitment fees



22,500,000




22,500




47,372




-




-




-




69,872


Offering costs



3,000,000




3,000




522,000




-




-




-




525,000


Foreign currency translation adjustment



-




-




-




3,846




-




-




3,846


Net income (loss)



-




-




-




-




(5,011,036

)



32,941




(4,978,095

)

Balance, March 31, 2019



2,640,161,318




2,640,161




23,758,917




1,363




(25,096,983

)



51,485




1,354,943


Common stock issued for cash



59,215,648




59,216




765,784




-




-




-




825,000


Common stock issued for services and compensation



537,618,592




537,618




2,561,025




-




-




-




3,098,643


Common stock repurchase



(5,150

)



(5

)



(97

)



-




-




-




(102

)

Common stock cancelled



(222,500,000

)



(222,500

)



(3,157,500

)



-




-




-




(3,380,000

)

Common stock issued for debt



200,000,000




200,000




3,900,000




-




-




-




4,100,000


Beneficial conversion feature



-




-




1,000,000




-




-




-




1,000,000


Offering costs



-




-




101,387




-




-




-




101,387


Deconsolidation of Kuvera LATAM



-




-




-




-




-




(51,485

)



(51,485

)

Foreign currency translation adjustment



-




-




-




(21,421

)



-




-




(21,421

)

Net income (loss)



-




-




-




-




(21,285,191

)



-




(21,285,191

)

Balance, March 31, 2020



3,214,490,408



$

3,214,490



$

28,929,516



$

(20,058

)


$

(46,382,174

)


$

-



$

(14,258,226

)







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,




2020



2019


CASH FLOWS FROM OPERATING ACTIVITIES:









Net loss


$

(21,285,191

)


$

(4,978,095

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:









Depreciation



490,642




5,332


Amortization of debt discount



6,152,329




1,052,523


Amortization of long-term license agreement



150,812




150,400


Amortization of intangible assets



256,351




239,315


Stock issued for services and compensation



3,098,643




109,240


Loan fees on new borrowings



1,209,569




704,397


Lease cost, net of repayment



7,333




-


Impairment



4,230,741




-


(Gain) loss on bargain purchase



-




(971,282

)

(Gain) loss on deconsolidation



(53,739

)



-


(Gain) loss on debt extinguishment



(2,018,791

)



(19,387

)

(Gain) loss on fair value of derivative liability



(571,231

)



214,376


Realized (gain) loss on cryptocurrency



815




(16,241

)

Unrealized (gain) loss on cryptocurrency



(113,369

)



(106,488

)

Changes in operating assets and liabilities:









Receivables



(180,063

)



108,907


Prepaid assets



(2,003,542

)



(4,055

)

Short-term advances



(135,000

)



-


Short-term advances from related parties



-




36,010


Other current assets



205,362




461,038


Deposits



(12,301

)



-


Accounts payable and accrued liabilities



974,360




(1,314,971

)

Payroll liabilities



(886,352

)



-


Customer advance



127,310




265,000


Deferred revenue



(1,264,227

)



1,016,385


Other liabilities



15,192,664




-


Accrued interest



248,310




59,345


Accrued interest, related parties



803,332




5,000


Net cash provided by (used in) operating activities



4,624,767




(2,983,251

)










CASH FLOWS FROM INVESTING ACTIVITIES:









Cash received in acquisition



-




3,740


Cash paid for fixed assets



(5,245,606

)



-


Net cash provided by (used in) investing activities



(5,245,606

)



3,740











CASH FLOWS FROM FINANCING ACTIVITIES:









Proceeds from related parties



4,484,979




1,905,777


Repayments for related party payables



(2,192,160

)



(1,367,168

)

Proceeds from debt



2,527,452




4,115,961


Repayments for debt



(5,020,795

)



(2,936,044

)

Payments for share repurchase



(102

)



(91,000

)

Proceeds from the sale of stock



825,000




-


Net cash provided by (used in) financing activities



624,374




1,627,526











Effect of exchange rate translation on cash



(2

)



(5,057

)










Net increase (decrease) in cash and cash equivalents



3,533




(1,357,042

)

Cash and cash equivalents-beginning of period



133,644




1,490,686


Cash and cash equivalents-end of period


$

137,177



$

133,644











SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION









Cash paid during the period for:









Interest


$

51,000



$

51,000


Income taxes


$

7,383



$

70,768


Non cash investing and financing activities:









Common stock issued for acquisition


$

-



$

800,000


Beneficial conversion feature


$

1,000,000



$

-


Stock issued for prepaid services and long term license agreement


$

-



$

6,678,360


Cancellation of shares


$

3,380,000



$

-


Changes in equity for offering costs accrued


$

101,387



$

525,000


Shares issued for offering costs


$

-



$

3,000


Accounts payable reclassified to related party debt


$

75,000



$

-


Related party debt extinguished with APEX Units


$

(100,000

)


$

-


Derivative liability recorded as a debt discount


$

715,000



$

510,000


Recognition of lease liability and ROU asset at lease commencement


$

131,244



$

-








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













F-

6

















INVESTVIEW,
INC.






NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS






MARCH
31, 2020 AND 2019












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 The
Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holdings, Inc. and then changed our name to TheRetirementSolution.Com,
Inc. and in October 2008 changed our name to Global Investor Services, Inc., before changing our 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.








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”). This did not affect
the company’s tax and federal identification.








On
May 7, 2018, we established WealthGen Global, LLC as a Utah limited liability company and our wholly owned subsidiary.








On
July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase
its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock (see Note 5).








On
November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European
Union.








On
December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from
the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities
Trading Advisor, Commodity Pool Operator, and approved for over the counter FOREX advisory services.








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








Effective
July 22, 2019 we renamed our non-operating wholly owned subsidiary Razor Data, LLC to Apex Tek, LLC, a Utah Limited Liability
Company.









Nature
of Business









We
own a number of companies that each operate independently, but are accretive to one another. We are establishing a portfolio of
wholly owned subsidiaries delivering leading-edge technologies, services, and research, dedicated primarily to the individual
consumer. Following is a description of each of our companies.













F-

7















Kuvera,
LLC

provides 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 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.









Kuvera
France S.A.S.

is our entity in France that will distribute Kuvera products and services throughout the European Union.









S.A.F.E.
Management, LLC

is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated
trading strategies to individuals who find they lack the time to trade for themselves.









United
League, LLC

owns a number of proprietary technologies including FIREFAN a social app for sports enthusiasts. Technologies
created to support any of the Investview companies are held under the United League structure.









United
Games, LLC

is the distribution network for United League technologies. Since the acquisition of United Games in July of 2018,
we are working to combine the distributors of Kuvera and United Games. The operations of United Games and United League are currently
being assessed now that we have completed our integration of their software and personnel. These entities may be eliminated or
re-structured in the future as we are currently assessing the potential future for social gaming app known as FIREFAN.









SAFETek,
LLC

(formerly WealthGen Global, LLC) is a new addition that we are currently establishing for expansion plans in the high-speed
processing and cloud computing environment.









Apex
Tek, LLC

(formerly Razor Data, LLC) is the sales and distribution company for APEX packages and technology. It offers a unique
passive income model for those interested in earning through the purchase and leaseback of high-speed specialized data processing
equipment. This model has drawn considerable institutional interest.









Investment
Tools & Training, LLC

currently has no operations or activities.









NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES










Basis
of Accounting









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









Principles
of Consolidation









The
consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment
Tools & Training, LLC, Apex Tek, LLC (formerly Razor Data, LLC), S.A.F.E. Management, LLC, SAFETek, LLC (formerly WealthGen
Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. Through March 31, 2019 we had determined that one
affiliated entity, Kuvera LATAM S.A.S., which we previously conducted business with, was a variable interest entity and we were
the primary beneficiary of the entity’s activities, which are similar to those of Kuvera, LLC. As a result, through March
31, 2019 we had consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements.
Further, because the Company did not have any ownership interest in this variable interest entity, the Company had allocated the
contributed capital in the variable interest entity as a component of noncontrolling interest. As of April 1, 2019 Kuvera LATAM
S.A.S. had no operations and ceased to exist, therefore, as of that date, no consolidation of the entity is necessary and we recorded
a gain on deconsolidation of $53,739 to eliminate the intercompany account with Kuvera LATAM S.A.S. All intercompany transactions
and balances have been eliminated in consolidation.













F-

8















Financial
Statement Reclassification











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









Use
of Estimates









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









Foreign
Exchange











We
have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements and have consolidated the accounts
of Kuvera LATAM S.A.S. through March 31, 2019. The operations of Kuvera France S.A.S. are conducted in France and its functional
currency is the Euro. The operations of Kuvera LATAM S.A.S. were conducted in Colombia and its functional currency is the Colombian
Peso.








The
financial statements of Kuvera France S.A.S. and Kuvera LATAM S.A.S. are prepared using their respective functional currency 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 France S.A.S. and Kuvera LATAM S.A.S. into USD at the following
balance sheet dates.









































March 31, 2020



March 31, 2019


Euro to USD



1.10314




1.12200


Colombian Peso to USD




n/a





0.00031








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




















































Year
ended March 31,












2020









2019






Euro
to USD









1.11122












1.13580






Colombian
Peso to USD









n/a












0.00033














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 March 31, 2020 and 2019, cash balances that exceeded FDIC limits were $0, and we have not experienced
significant losses relating to these concentrations in the past.









Cash
and Cash Equivalents









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 March 31, 2020 and 2019, we had no cash equivalents.













F-

9

















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 no allowance for doubtful accounts as of March 31, 2020 and 2019.









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, 2020 and March 31, 2019, the fair value
of our cryptocurrencies was $101,610 and $142,061, respectively. During the year ended March 31, 2020, we recorded $(815) and
$113,369 as realized and unrealized gain (loss) on cryptocurrency, respectively. During the year ended March 31, 2019, we recorded
$16,241 and $106,488 as realized and unrealized gain (loss) on cryptocurrency, respectively.











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.








As
of March 31, 2020 and 2019 fixed assets were made up of the following:




































































































































Estimated









Useful









Life


March 31,



March 31,




(years)


2020



2019


Furniture, fixtures, and equipment


10


$

12,792



$

11,372


Computer equipment


3



19,533




14,661


Data processing equipment


3



3,213,815




-







3,246,140




26,033


Accumulated amortization





(248,529

)



(12,505

)

Net book value




$

2,997,611



$

13,528








Total
depreciation expense for the years ended March 31, 2020 and 2019, was $490,642 and $5,332, respectively.









Long-Lived
Assets – Intangible Assets & License Agreement









We
account for our intangible assets and long-term license agreement in accordance with Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic
360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-30 requires assets to be measured
based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more
clearly evident and, thus, more reliably measurable. Further, ASC Subtopic 350-30 requires an intangible asset to be amortized
over its useful life and for the useful life 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.








In
June of 2017 we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement. Annual amortization
over the 15-year life is expected to be approximately $150,400 per year. Amortization recognized for the year ended March 31,
2020 and 2019, was $150,812 and $150,400, respectively, and the long-term license agreement was recorded at a net value of $0
and $1,983,220 as of March 31, 2020 and 2019, respectively.













F-

10














In
June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination (see
Note 5). Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and are
being amortized on a straight-line method over their estimated useful lives. As of March 31, 2020 and 2019 intangible assets were
made up of the following:






























































































































































Estimated









Useful









Life


March 31,



March 31,




(years)


2020



2019


FireFan mobile application


4


$

331,000



$

331,000


Back office software


10



408,000




408,000


Tradename/trademark - FireFan


5



248,000




248,000


Tradename/trademark - United Games


0.45



4,000




4,000


Customer contracts/relationships


5



-




825,000







991,000




1,816,000


Accumulated amortization





(298,118

)



(239,315

)

Net book value




$

692,882



$

1,576,685








Amortization
expense is expected to be as follows:


















































Fiscal year ending March 31, 2021


$

173,150


Fiscal year ending March 31, 2022



173,150


Fiscal year ending March 31, 2023



115,338


Fiscal year ending March 31, 2024



55,748


Fiscal year ending March 31, 2025 and beyond



175,496




$

692,882









Impairment
of Long-Lived Assets









We
have adopted ASC Subtopic 360-10, Property, Plant and Equipment. ASC 360-10 requires that long-lived assets and certain identifiable
intangibles held and used by us be reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate.
Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted
inability to achieve break-even operating results over an extended period.








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.








Effective
March 31, 2020 we fully impaired data processing equipment that had a cost basis of $2,025,500 and we fully impaired our long-term
license agreement that had a cost basis of $2,256,000 because we deemed the assets carrying amount was not recoverable as of that
date. As a result, impairment expense of $1,770,881 and $1,832,408 for the equipment and the license agreement, respectively,
was recorded for the year ended March 31, 2020. During the year ended March 31, 2020 we impaired the value of the customer contracts/relationships
originally acquired in our purchase of United Games, LLC and United League, LLC, therefore recognizing impairment expense of $627,452.









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.













F-

11














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, 2020 and March 31, 2019, approximates the fair value due to their short-term
nature.








Items
recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the
following items as of March 31, 2020:
























































































































Level 1



Level 2



Level 3



Total


Cryptocurrencies


$

101,610



$

-



$

-



$

101,610


Total Assets


$

101,610



$

-



$

-



$

101,610



















Derivative liability


$

-



$

-



$

793,495



$

793,495


Total Liabilities


$

-



$

-



$

793,495



$

793,495








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, 2019:
























































































































Level 1



Level 2



Level 3



Total


Cryptocurrencies


$

142,061



$

-



$

-



$

142,061


Total Assets


$

142,061



$

-



$

-



$

142,061



















Derivative liability


$

-



$

-



$

1,358,901



$

1,358,901


Total Liabilities


$

-



$

-



$

1,358,901



$

1,358,901









Sale
and Leaseback











Through
our wholly-owned subsidiary, APEX Tex, LLC, we sell high powered data processing equipment (“APEX”) to our customers
and they lease the equipment back to SAFETek, LLC, another of our wholly-owned subsidiaries. We account for these transactions
under ASC 842-40 where the leaseback has been deemed a sales-type lease due to the lease term generally covering the entire economic
life of the equipment and our likelihood to purchase the asset at the end of the lease term. In accordance with ASC 842-40 we
have recorded the data processing equipment as a fixed asset on our balance sheet and we have accounted for the amounts received
for the equipment as a financial liability, in other liabilities on our balance sheet. Further, we will recognize interest on
the financial liability over the term of the lease to ensure the financial liability equates to the total amounts to be paid over
the life of the lease. During the year ended March 31, 2020 we recorded deferred interest of $40,792,735 as a contra-liability,
of which $2,257,399 was recognized into interest, resulting in $38,535,336 expected to be recognized into interest as follows:


















































Fiscal year ending March 31, 2021


$

8,081,463


Fiscal year ending March 31, 2022



8,158,547


Fiscal year ending March 31, 2023



8,158,547


Fiscal year ending March 31, 2024



8,158,547


Fiscal year ending March 31, 2025 and beyond



5,978,232




$

38,535,336













F-

12














During
the year ended March 31, 2020 we had the following activity related to our sale and leaseback transactions:

























































Proceeds from sales of APEX


$

16,143,265


Debt extinguished with the issuance of APEX



100,000


Interest recognized on financial liability



2,257,399


Payments made for leased equipment



(3,208,000

)

Total financial liability



15,292,664


Other current liabilities [1]



(11,407,200

)

Other long-term liabilities, net of deferred interest


$

3,885,464








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








As
of March 31, 2020 we have received proceeds of $392,310 in additional deposits for APEX sales, which has been recorded in the
customer advance amount shown on our balance sheet.









Revenue
Recognition









Subscription
Revenue








The
majority 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 10-day trial
period to first time 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 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.








Equipment
Sales








We
generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing
activities: protein folding, CGI rendering, Game Streaming, Machine & Deep Learning, Mining, Independent Financial Verification,
and general high-speed computing. We recognize equipment sales 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 an equipment package to our customers which includes hardware, software,
and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when
the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a
separate third party that provides such services.








Cryptocurrency
Mining Service Revenue








In
the past we generated revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party
supplier. We recognized cryptocurrency mining service revenue in accordance with ASC 606-10 where revenue is measured based on
a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in
each contract. Our performance obligation was to arrange for the third-party to provide mining services to our customers and payment
is received at the time of purchase, therefore revenue was recognized upon receipt of payment. We recognized revenue in the amount
of the fee to which we are entitled to as an agent, or the amount of consideration that we retained after paying the third-party
the consideration received in exchange for the services the third-party was to provide.













F-

13














Mining
Revenue








Through
our wholly owned subsidiary, SAFETek, LLC, we lease equipment under a sales-type lease and 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.








Fee
Revenue








We
generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and
Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration
specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.
Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified
Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we
receive payment for such advisory fees in the month following recognition.








Revenue
generated for the year ended March 31, 2020, was as follows:








































































































































Subscription Revenue



Equipment


Sales



Cryptocurrency Mining Service Revenue



Mining Revenue



Fee Revenue



Total


Gross billings/receipts


$

24,471,532



$

-



$

-



$

1,745,138



$

13,279



$

26,229,949


Refunds, incentives, credits, and chargebacks



(2,046,359

)



-




-




-




-




(2,046,359

)

Amounts paid to supplier



-




-




-




-




-




-


Net revenue


$

22,425,173



$

-



$

-



$

1,745,138



$

13,279



$

24,183,590<