U.S. Securities and Exchange Commission

Washington, DC 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED

June 30, ~~2022~~2023

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

For the transition period from__________________ to _______________________.

Commission File Number 000-27019

Investview, Inc.

(Exact name of registrant as specified in its charter)

Nevada		87-0369205
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

~~234 Industrial Way~~521 West, ~~Ste A202~~ Lancaster Avenue

~~Eatontown~~Second Floor

Haverford, ~~New Jersey~~Pennsylvania, ~~07724~~19041

(Address of principal executive offices)

Issuer’s telephone number: 732-889-4300

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

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

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

Yes

☒

☐

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

Yes

☒

☐

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

Large accelerated filer ☐	Accelerated filer ☐☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes

☐

☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August ~~15, 2022,~~14, 2023, there were ~~2,641,275,489~~2,636,275,719 shares of common stock, $0.001 par value, outstanding.

INVESTVIEW, INC.

Form 10-Q for the Six Months Ended June 30, ~~2022~~2023

Table of Contents

PART I – FINANCIAL INFORMATION	3
ITEM 1 – FINANCIAL STATEMENTS	3
Condensed Consolidated Balance Sheets as of June 30, ~~2022~~2023 (Unaudited) and December 31, ~~2021~~2022	3
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the Three and Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022 (Unaudited)	6
Notes to Condensed Consolidated Financial Statements as of June 30, ~~2022~~2023 (Unaudited)	7
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2930
ITEM 4 – CONTROLS AND PROCEDURES	2930
PART II – OTHER INFORMATION	2930
ITEM 1 – LEGAL PROCEEDINGS	2930
ITEM 1.A – RISK FACTORS	2930
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	30
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES	30
ITEM 4 – MINE SAFETY DISCLOSURES	30
ITEM 5 – OTHER INFORMATION	30
ITEM 6 – EXHIBITS	3031
SIGNATURE PAGE	32

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

INVESTVIEW, INC.

C~~CONDENSED~~ONDENSED CONSOLIDATED BALANCE SHEETS

	June 30			December 31,			June 30,			December 31,
	2022			2021			2023			2022
	(unaudited)						(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	20,345,462		$	30,995,283		$	21,431,952		$	20,467,256
Restricted cash, current		819,338			819,338			407,138			781,537
Prepaid assets		75,511			164,254			234,531			366,561
Receivables		2,299,638			1,920,069			1,161,610			1,255,542
Inventory		299,826			-			-			249,480
Income tax paid in advance		611,584			-			-			535,932
Other current assets		4,080,240			2,018,324			1,929,788			2,360,957
Total current assets		28,531,599			35,917,268			25,165,019			26,017,265

Fixed assets, net		15,182,262			6,682,877			8,797,750			8,508,274

Other assets:
Restricted cash, long term		392,616			802,285			-			240,105
Other restricted assets, long term		135,694			122,769			127,070			113,139
Operating lease right-of-use asset		152,722			264,846			157,670			223,692
Intangible asset, net		7,240,000			7,240,000
Deposits		473,598			473,598			2,562,407			473,598
Total other assets		8,394,630			8,903,498			2,847,147			1,050,534

Total assets	$	52,108,491		$	51,503,643		$	36,809,916		$	35,576,073

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	5,268,380		$	3,904,681		$	4,473,513		$	4,608,786
Payroll liabilities		249,208			176,604			138,741			197,300
Income tax payable		-			807,827			361,607			240,603
Customer advance		301,399			75,702			68,043			96,609
Deferred revenue		2,659,069			3,288,443			2,768,536			2,074,574
Derivative liability		31,535			69,371			20,766			24,426
Dividend liability		230,877			219,705			236,659			236,630
Operating lease liability, current		170,961			255,894			116,849			148,226
Related party payables, net of discounts, current		1,201,267			1,832,642
Related party debt, net of discounts, current								1,202,587			1,201,927
Debt, net of discounts, current		2,909,513			2,947,013			2,938,757			2,938,757
Total current liabilities		13,022,209			13,577,882			12,326,058			11,767,838

Deferred tax liability, long term		631,745			-
Operating lease liability, long term		262			43,460			58,842			79,432
Related party payables, net of discounts, long term		654,310			486,814
Related party debt, net of discounts, long term								992,077			824,581
Debt, net of discounts, long term		7,031,691			8,455,646			4,065,480			5,529,646
Total long term liabilities		8,318,008			8,985,920			5,116,399			6,433,659

Total liabilities		21,340,217			22,563,802			17,442,457			18,201,497

Commitments and contingencies		-			-			-			-

Stockholders’ equity (deficit):
Preferred stock, par value: $0.001; 50,000,000 shares authorized, 252,192 and 252,192 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		252			252
Common stock, par value $0.001; 10,000,000,000 shares authorized; 2,641,275,489 and 2,904,210,762 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		2,641,275			2,904,211
Preferred stock, par value: $0.001; 50,000,000 shares authorized, 252,192 and 252,192 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively								252			252
Common stock, par value $0.001; 10,000,000,000 shares authorized; 2,636,275,719 and 2,636,275,489 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively								2,636,275			2,636,275
Additional paid in capital		102,105,509			101,883,573			105,748,000			104,350,746
Accumulated other comprehensive income (loss)		(23,218	)		(23,000	)		(23,218	)		(23,218	)
Accumulated deficit		(73,955,544	)		(75,825,195	)		(88,993,850	)		(89,589,479	)
Total stockholders’ equity (deficit)		30,768,274			28,939,841			19,367,459			17,374,576

Total liabilities and stockholders’ equity (deficit)	$	52,108,491		$	51,503,643		$	36,809,916		$	35,576,073

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

INVESTVIEW, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND OTHER COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	2022			2021			2022			2021			2023			2022			2023			2022
	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021			2023			2022			2023			2022

Revenue:
Subscription revenue, net of refunds, incentives, credits, and chargebacks	$	11,104,539		$	10,849,697		$	24,835,209		$	18,799,414		$	14,349,082		$	11,104,539		$	25,541,193		$	24,835,209
Mining revenue		3,058,144			8,371,562			6,635,117			16,708,921			2,822,278			3,058,144			4,893,097			6,635,117
Cryptocurrency revenue		516,960			6,405,306			957,376			7,170,168			86,519			516,960			366,819			957,376
Miner repair revenue		80,110			-			80,110			-
Mining equipment repair revenue														-			80,110			23,378			80,110
Digital wallet revenue		5,868			-			5,868			-			-			5,868			-			5,868
Fee revenue		-			-			-			2,032
Total revenue, net		14,765,621			25,626,565			32,513,680			42,680,535			17,257,879			14,765,621			30,824,487			32,513,680

Operating costs and expenses:
Cost of sales and service		1,898,140			2,186,152			3,728,481			5,084,659			2,588,950			1,898,140			4,466,878			3,728,481
Commissions		6,445,793			8,782,421			13,829,481			13,867,300			8,204,112			6,445,793			14,733,205			13,829,481
Selling and marketing		23,511			39,849			35,265			67,500			276,620			23,511			529,054			35,265
Salary and related		1,641,345			1,372,325			2,856,608			2,562,466			1,777,796			1,641,345			3,701,993			2,856,608
Professional fees		770,345			661,884			1,749,320			1,312,365			423,657			770,345			917,541			1,749,320
Impairment expense		6,383			-			6,383			534,438			-			6,383			-			6,383
Loss (gain) on disposal of assets		(247,209	)		-			(271,509	)		-			163,951			(247,209	)		184,221			(271,509	)
General and administrative		2,627,884			2,046,484			4,695,700			3,863,881			2,613,824			2,627,884			4,690,254			4,695,700
Total operating costs and expenses		13,166,192			15,089,115			26,629,729			27,292,609			16,048,910			13,166,192			29,223,146			26,629,729

Net income (loss) from operations		1,599,429			10,537,450			5,883,951			15,387,926			1,208,969			1,599,429			1,601,341			5,883,951

Other income (expense):
Gain (loss) on debt extinguishment		455			4,001			455			411,803			-			455			-			455
Gain (loss) on fair value of derivative liability		61,679			236,648			37,836			51,911			(5,099	)		61,679			3,657			37,836
Realized gain (loss) on cryptocurrency		(837,808	)		(1,282,970	)		(1,020,597	)		(758,758	)		(13,727	)		(837,808	)		228,845			(1,020,597	)
Interest expense		(4,675	)		(5,934	)		(9,298	)		(11,803	)		(4,675	)		(4,675	)		(9,298	)		(9,298	)
Interest expense, related parties		(309,669	)		(759,686	)		(2,029,134	)		(1,133,766	)		(309,670	)		(309,669	)		(618,414	)		(2,029,134	)
Other income (expense)		26,626			46,338			57,853			(86,902	)		422,882			26,626			595,505			57,853
Total other income (expense)		(1,063,392	)		(1,761,603	)		(2,962,885	)		(1,527,515	)		89,711			(1,063,392	)		200,295			(2,962,885	)

Income (loss) before income taxes		536,037			8,775,847			2,921,066			13,860,411			1,298,680			536,037			1,801,636			2,921,066
Income tax expense		(635,745	)		(3,189	)		(641,745	)		(146,192	)		(701,275	)		(635,745	)		(796,337	)		(641,745	)

Net income (loss)		(99,708	)		8,772,658			2,279,321			13,714,219			597,405			(99,708	)		1,005,299			2,279,321

Dividends on Preferred Stock		(204,835	)		(204,835	)		(409,670	)		(329,341	)		(204,835	)		(204,835	)		(409,670	)		(409,670	)

Net income (loss) applicable to common shareholders	$	(304,543	)	$	8,567,823		$	1,869,651		$	13,384,878		$	392,570		$	(304,543	)	$	595,629		$	1,869,651

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	$	(598	)		(808	)	$	(218	)	$	(535	)	$	-		$	(598	)	$	-		$	(218	)
Total other comprehensive income (loss)		(598	)		(808	)		(218	)		(535	)		-			(598	)		-			(218	)
Comprehensive income (loss)	$	(100,306	)	$	8,771,850		$	2,279,103		$	13,713,684		$	597,405		$	(100,306	)	$	1,005,299		$	2,279,103

Basic income (loss) per common share	$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	(0.00	)	$	0.00		$	0.00
Diluted income (loss) per common share	$	0.00		$	0.00		$	0.00		$	0.00		$	0.00		$	(0.00	)	$	0.00		$	0.00

Basic weighted average number of common shares outstanding		2,706,090,141			2,987,735,892			2,714,986,787			3,111,918,706			2,636,275,719			2,706,090,141			2,636,275,605			2,714,986,787
Diluted weighted average number of common shares outstanding		2,706,090,141			3,539,658,831			3,751,415,358			3,625,938,815			3,672,704,290			2,706,090,141			3,672,704,176			3,751,415,358

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

INVESTVIEW, INC.

C~~CONDENSED~~ONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THREE AND SIX MONTHS ENDED JUNE 30, ~~2022~~2023 AND ~~2021~~2022
(Unaudited)

~~(Unaudited)~~

														Accumulated
											Additional			Other
	Preferred stock				Common stock						Paid in			Comprehensive			Accumulated
	Shares		Amount		Shares			Amount			Capital			Income (Loss)			Deficit			Total

Balance, December 31, 2021		252,192	$	252		2,904,210,762		$	2,904,211		$	101,883,573		$	(23,000	)	$	(75,825,195	)	$	28,939,841
Common stock issued for services and other stock based compensation		-		-		-			-			255,163			-			-			255,163
Common stock repurchased from related parties		-		-		(43,101,939	)		(43,102	)		(1,680,906	)		-			-			(1,724,008	)
Common stock cancelled		-		-		(150,000,000	)		(150,000	)		150,000			-			-			-
Dividends		-		-		-			-			-			-			(204,835	)		(204,835	)
Foreign currency translation adjustment		-		-		-			-			-			380			-			380
Net income (loss)		-		-		-			-			-			-			2,379,029			2,379,029
Balance, March 31, 2022		252,192	$	252		2,711,108,823		$	2,711,109		$	100,607,830		$	(22,620	)	$	(73,651,001	)	$	29,645,570
Common stock issued for services and other stock based compensation		-		-		-			-			242,024			-			-			242,024
Common stock cancelled		-		-		(69,833,334	)		(69,834	)		69,834			-			-			-
Contribution of crypto currency from related party		-		-		-			-			1,185,821			-			-			1,185,821
Dividends		-		-		-			-			-			-			(204,835	)		(204,835	)
Foreign currency translation adjustment		-		-		-			-			-			(598	)		-			(598	)
Net income (loss)		-		-		-			-			-			-			(99,708	)		(99,708	)
Balance, June 30, 2022		252,192	$	252		2,641,275,489		$	2,641,275		$	102,105,509		$	(23,218	)	$	(73,955,544	)	$	30,768,274

Balance, December 31, 2022		252,192	$	252		2,636,275,489		$	2,636,275		$	104,350,746		$	(23,218	)	$	(89,589,479	)	$	17,374,576
Common stock issued for services and other stock based compensation		-		-		-			-			768,613			-			-			768,613
Warrant Exercise		-		-		230			-			23			-			-			23
Derivative liability extinguished with warrant exercise		-		-		-			-			3			-			-			3
Dividends		-		-		-			-			-			-			(204,835	)		(204,835	)
Net income (loss)		-		-		-			-			-			-			407,894			407,894
Balance, March 31, 2023		252,192	$	252		2,636,275,719		$	2,636,275		$	105,119,385		$	(23,218	)	$	(89,386,420	)	$	18,346,274
Balance		252,192	$	252		2,636,275,719		$	2,636,275		$	105,119,385		$	(23,218	)	$	(89,386,420	)	$	18,346,274
Common stock issued for services and other stock based compensation		-		-		-			-			628,615			-			-			628,615
Dividends		-		-		-			-			-			-			(204,835	)		(204,835	)
Net income (loss)		-		-		-			-			-			-			597,405			597,405
Balance, June 30, 2023		252,192	$	252		2,636,275,719		$	2,636,275		$	105,748,000		$	(23,218	)	$	(88,993,850	)	$	19,367,459
Balance		252,192	$	252		2,636,275,719		$	2,636,275		$	105,748,000		$	(23,218	)	$	(88,993,850	)	$	19,367,459

Accumulated
Additional Other
Preferred stock Common stock Paid in Comprehensive Accumulated
Shares Amount Shares Amount Capital Income (Loss) Deficit Total
Balance, December 31, 2020 55,554 $ 56 3,237,481,329 $ 3,237,481 $ 34,615,895 $ (19,330 ) $ (50,855,326 ) $ (13,021,224 )
Preferred stock issued for cash 47,953 48 - - 1,198,777 - - 1,198,825
Preferred stock issued for cryptocurrency 392 - - - 9,800 - - 9,800
Preferred stock issued for debt 49,418 49 - - 1,235,401 - - 1,235,450
Derivative liability recorded for warrants issued with preferred stock - - - - (80,940 ) - - (80,940 )
Common stock cancelled - - (255,000,000 ) (255,000 ) 255,000 - - -
Common stock issued for services - - - - 592,978 - - 592,978
Beneficial conversion feature - - - - 1,550,000 - - 1,550,000
Dividends - - - - - - (124,506 ) (124,506 )
Foreign currency translation adjustment - - - - - 273 - 273
Net income (loss) - - - - - - 4,941,561 4,941,561
Balance, March 31, 2021 153,317 153 2,982,481,329 2,982,481 39,376,911 (19,057 ) (46,038,271 ) (3,697,783 )
Preferred stock issued for cash 97,669 98 - - 2,441,627 - - 2,441,725
Preferred stock issued for cryptocurrency 1,206 1 - - 30,149 - - 30,150
Common stock issued for services and compensation - - 11,500,000 11,500 977,891 - - 989,391
Common stock issued for warrant exercise - - 64,340 64 6,370 - - 6,434
Derivative liability recorded for warrants issued with preferred stock - - - - (127,520 ) - - (127,520 )
Derivative liability extinguished for warrants exercised - - - - 10,156 - - 10,156
Dividends - - - - - - (204,835 ) (204,835 )
Foreign currency translation adjustment - - - - - (808 ) - (808 )
Net income (loss) - - - - - - 8,772,658 8,772,658
Balance, June 30, 2021 252,192 $ 252 2,994,045,669 $ 2,994,045 $ 42,715,584 $ (19,865 ) $ (37,470,448 ) $ 8,219,568

Balance, December 31, 2021 252,192 $ 252 2,904,210,762 $ 2,904,211 $ 101,883,573 $ (23,000 ) $ (75,825,195 ) $ 28,939,841
Common stock issued for services and compensation - - - - 255,163 - - 255,163
Common stock repurchased from related parties - - (43,101,939 ) (43,102 ) (1,680,906 ) - - (1,724,008 )
Common stock cancelled - - (150,000,000 ) (150,000 ) 150,000 - - -
Dividends - - - - - - (204,835 ) (204,835 )
Foreign currency translation adjustment - - - - - 380 - 380
Net income (loss) - - - - - - 2,379,029 2,379,029
Balance, March 31, 2022 252,192 252 2,711,108,823 2,711,109 100,607,830 (22,620 ) (73,651,001 ) 29,645,570
Common stock issued for services and compensation - - - - 242,024 - - 242,024
Common stock cancelled - - (69,833,334 ) (69,834 ) 69,834 - - -
Contribution of crypto currency from related party - - - - 1,185,821 - - 1,185,821
Dividends - - - - - - (204,835 ) (204,835 )
Foreign currency translation adjustment - - - - - (598 ) - (598 )
Net income (loss) - - - - - - (99,708 ) (99,708 )
Balance, June 30, 2022 252,192 $ 252 2,641,275,489 $ 2,641,275 $ 102,105,509 $ (23,218 ) $ (73,955,544 ) $ 30,768,274

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

INVESTVIEW INC.

C~~CONDENSED~~ONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2022			2021			2023			2022
	Six Months Ended June 30,						Six Months Ended June,
	2022			2021			2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	2,279,321		$	13,714,219		$	1,005,299		$	2,279,321
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		2,442,711			1,353,223			2,076,605			2,442,711
Amortization of debt discount		1,558,590			646,696			167,496			1,558,590
Amortization of intangible assets		-			27,989
Stock issued for services and compensation		497,187			1,582,369
Stock issued for services and other stock based compensation								1,397,228			497,187
Lease cost, net of repayment		(16,007	)		13,324			14,055			(16,007	)
(Gain) loss on debt extinguishment		(455	)		(411,803	)		-			(455	)
(Gain) loss on disposal of fixed assets		(271,509	)		-
(Gain) loss on disposal of assets								184,221			(271,509	)
(Gain) loss on fair value of derivative liability		(37,836	)		(51,911	)		(3,657	)		(37,836	)
Realized (gain) loss on cryptocurrency		1,020,597			758,758			(228,845	)		1,020,597
Impairment expense		6,383			534,438			-			6,383
Changes in operating assets and liabilities:
Receivables		(379,569	)		(985,557	)		93,932			(379,569	)
Inventory		(176,335	)		-			74,645			(176,335	)
Prepaid assets		88,743			679,082			132,030			88,743
Short-term advances		-			145,000
Short-term advances from related parties		-			500
Income tax paid in advance		(611,584	)		-			535,932			(611,584	)
Other current assets		(3,245,438	)		(8,183,179	)		(421,958	)		(3,245,438	)
Deposits		-			(449,640	)		(2,088,809	)		-
Accounts payable and accrued liabilities		1,436,758			526,642			(193,832	)		1,436,758
Income tax payable		(807,827	)		-			121,004			(807,827	)
Customer advance		225,697			430,097			(28,566	)		225,697
Deferred revenue		(629,374	)		1,266,254			693,962			(629,374	)
Deferred tax liability		631,745			-			-			631,745
Accrued interest		9,298			11,803			9,298			9,298
Accrued interest, related parties		470,544			487,070			450,918			470,544
Net cash provided by (used in) operating activities		4,491,640			12,095,374			3,990,958			4,491,640

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received for the disposal of fixed assets		646,508			-			23,278			646,508
Cash paid for fixed assets		(11,187,053	)		(689,075	)		(2,408,658	)		(11,187,053	)
Net cash provided by (used in) investing activities		(10,540,545	)		(689,075	)		(2,385,380	)		(10,540,545	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party payables		-			700,000
Repayments for related party payables		(2,493,013	)		(877,733	)
Repayments for related party debt								(450,258	)		(2,493,013	)
Repayments for debt		(479,703	)		(677,519	)		(483,566	)		(479,703	)
Payments for share repurchase		(1,724,008	)		-			-			(1,724,008	)
Dividends paid		(313,643	)		(98,351	)		(321,585	)		(313,643	)
Proceeds from the sale of preferred stock		-			3,640,550
Proceeds from the exercise of warrants		-			6,434			23			-
Net cash provided by (used in) financing activities		(5,010,367	)		2,693,381			(1,255,386	)		(5,010,367	)

Effect of exchange rate translation on cash		(218	)		(535	)		-			(218	)

Net increase (decrease) in cash, cash equivalents, and restricted cash		(11,059,490	)		14,099,145			350,192			(11,059,490	)
Cash, cash equivalents, and restricted cash - beginning of period		32,616,906			1,554,449			21,488,898			32,616,906
Cash, cash equivalents, and restricted cash - end of period	$	21,557,416		$	15,653,594		$	21,839,090		$	21,557,416

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	603,013		$	523,732		$	467,317		$	603,013
Income taxes	$	1,429,411		$	146,192		$	140,500		$	1,429,411
Non-cash investing and financing activities:
Cancellation of shares	$	219,834		$	255,000		$	-		$	219,834
Beneficial conversion feature	$	-		$	1,550,000
Derivative liability recorded for warrants issued	$	-		$	208,460
Derivative liability extinguished with warrant exercise	$	-		$	10,156		$	3		$	-
Preferred shares issued in exchange for cryptocurrency	$	-		$	39,950
Preferred shares issued in exchange for debt	$	-		$	1,235,450
Dividends declared	$	409,670		$	329,341		$	409,670		$	409,670
Dividends paid with cryptocurrency	$	84,855		$	82,216		$	88,056		$	84,855
Debt and related party debt extinguished in exchange for cryptocurrency	$	991,050		$	984,439		$	989,898		$	991,050
Related party debt extinguished in exchange for cryptocurrency	$	-		$	113,000
Initial right of use asset and lease liability	$	-		$	174,574
Recognition of lease liability and ROU assets at lease commencement							$	23,520		$	-
Cryptocurrency received from sale of fixed assets							$	9,913		$	-
Purchase of fixed assets with cryptocurrency	$	259,916		$	-		$	-		$	259,916
Transfer of fixed assets to inventory	$	123,491		$	-		$	-		$	123,491
Contribution of crypto currency from related party	$	1,185,821		$	-
Contribution of cryptocurrency from related party							$	-		$	1,185,821

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

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, ~~2022~~2023

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Organization

Investview, Inc. was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In January 2005, we changed domicile to Nevada and changed our name to Voxpath Holding, Inc. In September of 2006, we merged with The Retirement Solution Inc. and then changed our name to TheRetirementSolution.Com, Inc. Subsequently, in October 2008 we changed our name to Global Investor Services, Inc., before changing our name to Investview, Inc., on March 27, 2012.

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

On June 6, 2017, we entered into an Acquisition Agreement with Market Trend Strategies, LLC, a company whose members are also former members of our management. Under the Acquisition Agreement, we spun-off our operations that existed prior to the merger with Wealth Generators and sold the intangible assets used in those pre-merger operations in exchange for Market Trend Strategies’ assumption of $419,139 in pre-merger liabilities.

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

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

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

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

Nature of Business

We operate a financial technology (FinTech) services company in several different businesses. We deliver multiple products and services through a direct selling network, also known as multi-level marketing, of independent distributors that offer our products and services through a subscription-based revenue model to our distributors, as well as by our distributors to a large base of customers that we refer to as “members”. Through this business, we provide research, education, and investment tools designed to assist the self-directed investor in successfully navigating the financial markets. These services include research and education regarding equities, options, FOREX, ETFs, binary options, and cryptocurrency. In addition to trading research and education, we also offer ~~full education and~~ software applications to assist the individual in debt reduction, increased savings, budgeting, and proper tax management. Each product subscription includes a core set of trading tools and research along with the personal finance management suite to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. In addition to our education subscriptions, through a distribution arrangement we have with a third party, we ~~have provided~~provide our members with an opportunity to purchase through such third party, a specialty form of adaptive digital currency called “ndau”. Through our direct selling model, we compensate our distributors with commissions under a standard bonus plan that allows for discretionary bonuses based on performance.

We also operate a blockchain technology business that provides leading-edge research, development, and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and the new generation of digital assets. ~~As well,~~We currently own and manage nearly 5,000 next-generation Bitcoin application-specific integrated circuit (“ASIC”) miner machines, with 100% of such machines being powered by renewable energy sources, mainly hydropower plants and geothermal. We are also developing new and more efficient ways to mine cryptocurrencies through innovations in ~~order~~hardware, firmware, and additional ways to ~~among other things, commercialize on~~develop and utilize renewable energy sources, to increase the ~~proprietary trading platform we recently acquired from MPower Trading Systems, LLC, take advantage~~hash rate, uptime, profitability, and overall ROI of the market’s increasing acceptance and expansion of the ownership and use of digital currencies as an investable asset class, subject to applicable regulatory limitations, and to proactively respond to increasing regulatory scrutiny relative to cryptocurrency products, we have adopted a growth plan that contemplates the establishment of a suite of financial service companies that will include self-directed brokerage services, institutional trade execution services, innovative advisory services (RIA, CTA), and codeless algorithmic trading technologies, which will operate under our recently formed subsidiary, Investview Financial Group Holdings, LLC (“IFGH”). Towards that end, in March 2021 we entered into an agreement to acquire a brokerage firm from an affiliate of the former Chief Executive Officer of the Company. However, having been unable to secure the requisite FINRA approval by the expiration date within the agreement, we terminated the transaction on June 14, 2022, and commenced a search for alternative acquisitions within the brokerage industry. Further, we have also recently withdrawn our state and NFA registrations associated with our wholly owned subsidiary, SAFE Management, LLC (“SAFE Management”), as we concluded there to be no material benefit to retaining an interest in a dormant investment advisor and commodity trading advisor. We plan to relaunch these services under the IFGH umbrella in the future to primarily focus on commodities and FOREX, however, most likely in conjunction with an acquisition within the brokerage industry.crypto currency mining operations.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, ~~2022~~2023

(Unaudited)

Since 2021, we have attempted to develop a brokerage and financial markets business. This was originally designed to, among other things, commercialize on the proprietary trading platform we acquired in September 2021 from MPower Trading Systems, LLC (“MPower”), to provide self-directed (DIY) investors with low pricing, a powerful trading platform, research, analytical tools, real-time data & news, insights and support for investing and trading in stocks, options, ETFs and mutual funds. Towards that end, in March 2021, we agreed to acquire a brokerage firm owned by an affiliate of our former chief executive officer. However, having been unable to secure the requisite FINRA approval by the expiration of that agreement, we terminated the transaction on June 14, 2022, and have since then continued our search for alternative acquisitions within the brokerage industry. Further, until we are able to start this business, we recently elected to wind down the registration of a dormant investment advisor and commodity trading advisor we own as we concluded there to be no material benefit to retaining an interest in these regulated businesses until we are able to launch our broader-based financial services model.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of ~~Presentation~~Accounting

Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. ~~Prior to September 20, 2021, we operated the Company on a March 31, fiscal year end. Effective September 30, 2021 we changed our fiscal year to December 31.~~

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended June 30, ~~2022,~~2023, are not necessarily indicative of the operating results that may be expected for the filing of our December 31, ~~2022~~2023 Form 10-K. These unaudited condensed consolidated financial statements should be read in conjunction with the ~~audited~~ December 31, ~~2021~~2022 consolidated financial statements and notes thereto included in our Annual Report on Form ~~10-K for the year ended December 31, 2021.~~10-K.

Principles of Consolidation

The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries: iGenius, LLC (formerly Kuvera, LLC), ~~Kuvera France S.A.S (through its closure date in June of 2021),~~ Apex Tek, LLC (formerly Razor Data, LLC), SAFETek, LLC (formerly WealthGen Global, LLC), ~~S.A.F.E. Management, LLC,~~ United Games, LLC, United League, ~~LLC, Investment Tools & Training,~~ LLC, iGenius Global LTD (formerly Kuvera (N.I.) LTD), Investview Financial Group Holdings, LLC, ~~and~~ Investview MTS, ~~LLC.~~LLC, and MyLife Wellness Company. All intercompany transactions and balances have been eliminated in consolidation.

~~INVESTVIEW, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF JUNE 30, 2022~~

~~(Unaudited)~~

Financial Statement Reclassification

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

Use of Estimates

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

Foreign Exchange

We have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements. The operations of Kuvera France S.A.S. were conducted in France through its closure date in June of 2021 and its functional currency is the Euro. Subsequent to June 2021 we maintained a Euro bank account in France that had minimal transactions. The Euro bank account was closed in April 2022.

Prior to June 2021, the financial statements of Kuvera France S.A.S. were prepared using their functional currency and were translated into U.S. dollars (“USD”). Assets and liabilities were translated into USD at the applicable exchange rates at period-end. Stockholders’ equity was translated using historical exchange rates. Revenue and expenses were translated at the average exchange rates for the period. Any translation adjustments were included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders’ equity (deficit).

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

The following rates were used to translate ~~our Euro bank account into USD at the following balance sheet dates.~~

~~SCHEDULE OF EXCHANGE RATES~~

		~~December 31, 2021~~
~~Euro to USD~~			~~1.1371~~

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

SCHEDULE OF EXCHANGE RATES

2022 2021
Six Months Ended June 30,
2022 2021
Euro to USD 1.1118 1.2052

		Six Months Ended June 30, 2022
Euro to USD			1.1118

Concentration of Credit Risk

Financial instruments that potentially expose us to concentration of credit risk include cash, accounts receivable, and advances. We place our cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit of $250,000. As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, cash balances that exceeded FDIC limits were $~~19,093,199~~19,233,993 and $~~19,336,350~~18,202,860, respectively. We have not experienced significant losses relating to these concentrations in the past.

Cash Equivalents and Restricted Cash

For purposes of reporting cash flows, we consider all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had 0no highly liquid debt instruments.

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

SCHEDULE OF RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

June 30, 2022 December 31, 2021
Cash and cash equivalents $ 20,345,462 $ 30,995,283
Restricted cash, current 819,338 819,338
Restricted cash, long term 392,616 802,285
Total cash, cash equivalents, and restricted cash shown on the statement of cash flows $ 21,557,416 $ 32,616,906

	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	21,431,952	$	20,467,256
Restricted cash, current		407,138		781,537
Restricted cash, long term		-		240,105
Total cash, cash equivalents, and restricted cash shown on the statement of cash flows	$	21,839,090	$	21,488,898

Amount included in restricted cash represent funds required to be held in an escrow account by a contractual agreement and will be used for paying dividends to our Series B Preferred Stockholders.

Receivables

Receivables are carried at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual receivables and receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. We had an allowance for doubtful accounts of $722,324 and $719,342 as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. A portion of our receivables balance is for amounts held in reserve by our merchant processors for future returns and chargebacks. The amount held in reserve was $518,732 and $775,000 as of June 30, 2023 and December 31, 2022, respectively.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

(Unaudited)

Fixed Assets

Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

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

SCHEDULE OF FIXED ASSETS

	Estimated Useful Life (years)		June 30, 2022			December 31, 2021			Estimated Useful Life (years)		June 30, 2023			December 31, 2022
Furniture, fixtures, and equipment		10	$	72,407		$	82,942			10	$	2,970		$	76,716
Computer equipment		3		11,739			15,241			3		7,188			12,869
Leasehold improvements		Remaining Lease Term		40,528			40,528			Remaining Lease Term		-			40,528
Data processing equipment		3		21,441,088			10,638,619			3		14,062,442			13,187,312
Construction in progress		N/A		273,296			391,583
Mining repair tools and equipment		1		13,627			-			1		-			13,627
				21,852,685			11,168,913					14,072,600			13,331,052
Accumulated depreciation				(6,670,423	)		(4,486,036	)				(5,274,850	)		(4,822,778	)
Net book value			$	15,182,262		$	6,682,877				$	8,797,750		$	8,508,274

Total depreciation expense for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, was $~~2,442,711~~2,076,605 and $~~1,353,223~~2,442,711, ~~respectively.~~respectively, all of which was recorded in our general and administrative expenses on our statement of operation. During the six months ended June 30, 2023, we sold assets with a total net book value of $26,729 for cash of $23,278 and bitcoin worth $9,913, therefore recognized a gain on disposal of assets of $6,462. This gain was offset by loss on disposal of assets with a net book value of $15,847. During the six months ended June 30, 2022, we sold assets with a total net book value of $374,999 for cash of $646,508, therefore recognized a gain on disposal of assets of $271,509. ~~During the six months ended June 30, 2022 we disposed assets with a total net book value of $6,383, therefore recognized impairment expense of $6,383~~.

Long-Lived Assets – Intangible Assets & License Agreement

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

~~INVESTVIEW, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF JUNE 30, 2022~~

~~(Unaudited)~~

We hold cryptocurrency-denominated assets and include them in our consolidated balance sheet as other assets. The value of our cryptocurrencies as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022, were $~~4,215,934~~2,056,858 ($~~4,080,240~~1,929,788 current and $~~135,694~~127,070 restricted long term) and $~~2,141,093~~2,474,096 ($~~2,018,324~~2,360,957 current and $~~122,769~~113,139 restricted long term), respectively. Cryptocurrencies purchased or received for payment from customers are recorded in accordance with ASC 350-30 and cryptocurrencies awarded to the Company through its mining activities ($~~6,635,117~~4,893,097 and $~~16,708,921~~6,635,117 for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively) are accounted for in connection with the Company’s revenue recognition policy. The use of cryptocurrencies is accounted for in accordance with the first in first out method of accounting. For the six months ended June 30, ~~2022~~2023 and ~~2021~~2022, we recorded realized gains (losses) on our cryptocurrency transactions of ($$~~1,020,597~~228,845) and ($$~~758,758~~(1,020,597)), respectively.

In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination. Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and were being amortized on a straight-line method over their estimated useful lives. The intangible assets were impaired during the year ended March 31, 2021 due to a lack of recoverability.

On March 22, 2021, we entered into Securities Purchase Agreement to acquire the operating assets and intellectual property rights of MPower Trading Systems LLC, a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board ~~members (see NOTE 12). On September 3, 2021, we closed on the Securities Purchase Agreement and acquired the operating assets and intellectual property rights of MPower Trading Systems LLC.~~members. As a result, we obtained Prodigio, a proprietary software-based trading platform with applications within the brokerage industry, which was valued at $7,240,000 and recorded on our balance sheet as an intangible ~~asset.~~asset as of December 31, 2021. The intangible asset ~~will~~was expected to have a definite life, however, ~~as of~~during the ~~date of this filing~~year ended December 31, 2022, the software ~~has~~had not ~~yet~~ been placed in service, therefore a useful life had not ~~yet~~ been ~~determined~~assigned and no amortization had been recorded. Instead, as of December 31, 2022, the intangible asset was ~~recorded during~~impaired due to a question on the ~~six months ended June 30, 2022.~~recoverability of the value recorded.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

(Unaudited)

Impairment of Long-Lived Assets

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

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

During the six months ended June 30, 2023, no impairment was recorded. During the six months ended June 30, 2022, we impaired our fixed assets with a cost basis of ~~$14,875~~$14,875 due to the lack of use. We had recorded accumulated depreciation and accumulated amortization of $8,492 for the impaired assets through the date of impairment, therefore we recorded impairment expense of $6,383 during the six months ended June 30, 2022.

During the six months ended June 30,2021 we impaired our intangible assets with a cost basis of $991,000 due to the lack of recoverability. We had recorded accumulated depreciation and accumulated amortization of $~~456,562~~ ~~for the impaired assets through the date of impairment, therefore we recorded impairment expense of $534,438~~ ~~during the six months ended June 30, 2021.~~

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.

~~INVESTVIEW, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF JUNE 30, 2022~~

~~(Unaudited)~~

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 1:1:

Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.


Level 2:	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:

	-	quoted prices for similar assets or liabilities in active markets;
	-	quoted prices for identical or similar assets or liabilities in markets that are not active;
	-	inputs other than quoted prices that are observable for the asset or liability; and
	-	inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3:

Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).

Our financial instruments consist of cash, accounts receivable and accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, approximates the fair value due to their short-term nature or interest rates that approximate prevailing market rates.

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of June 30, ~~2022:~~2023:

SCHEDULE OF ~~FAIR VALUE~~ ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Total Assets	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Derivative liability	$	-	$	-	$	31,535	$	31,535	$	-	$	-	$	20,766	$	20,766
Total Liabilities	$	-	$	-	$	31,535	$	31,535	$	-	$	-	$	20,766	$	20,766

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, ~~2021:~~2022:

	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Total Assets	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Derivative liability	$	-	$	-	$	69,371	$	69,371	$	-	$	-	$	24,426	$	24,426
Total Liabilities	$	-	$	-	$	69,371	$	69,371	$	-	$	-	$	24,426	$	24,426

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

(Unaudited)

Revenue Recognition

Subscription Revenue

Most of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a designated trial period to first time subscription customers, during which a full refund can be requested if a customer does not wish to continue with the subscription. Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of June 30, ~~2022~~2023 and December 31, ~~2021~~2022, our deferred revenues were $~~2,659,069~~2,768,536 and $~~3,288,443~~2,074,574, respectively.

~~INVESTVIEW, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF JUNE 30, 2022~~

~~(Unaudited)~~

Mining Revenue

Through our wholly owned subsidiary, SAFETek, LLC, we leased equipment under a sales-type lease through June of 2020. In June of 2020 we cancelled all leases and purchased all of the rights and obligations under the leases, which included obtaining ownership of all equipment. We use the equipment on blockchain networks to validate and add blocks of transactions to blockchain ledgers (commonly referred to as “mining”). As compensation for mining, we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us. Our mining activities constitute our ongoing major and central operations of SAFETek, LLC. Because we do not have contracts, nor do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately granted to us as a result of our mining activities.

Cryptocurrency Revenue

We generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with a third-party ~~suppliers.~~supplier. The various packages ~~include~~included different amounts of coin with differing rates of returns and ~~terms and, in some cases prior to January 2022, include a product protection option that allows the purchaser to protect their initial purchase price.~~ terms. The ~~protection allows the purchaser to obtain 50% of their purchase price at five years or 100% of their purchase price at ten years.~~ ~~Both the~~ coin ~~and the protection option are~~is delivered by a third-party ~~suppliers.~~supplier.

We recognize cryptocurrency revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the ~~third-parties~~third-party to provide coin ~~and protection (if applicable)~~ to our customers and payment is received from our customers at the time of order placement. All customers are given two weeks to request a refund, therefore we record a customer advance on our balance sheet upon receipt of payment. After the two weeks have passed from order placement, we request our third-party ~~suppliers~~supplier to deliver the coin, ~~and protection (if applicable),~~ at which time we recognize revenue and the amounts due to our ~~suppliers~~supplier on our books. As of June 30, ~~2022~~2023 and December 31, ~~2021~~2022, our customer advances related to cryptocurrency revenue were $~~301,399~~68,043 and $~~75,702~~96,609, respectively.

~~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.

~~Miner~~Mining Equipment Repair Revenue

Through our wholly owned subsidiary, SAFETek, LLC, we repair broken mining equipment for sale to third-party customers. Our mining equipment repair business was discontinued during the quarter ended June 30, 2023.

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

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

(Unaudited)

Digital Wallet Revenue

We generate revenue from the sale of digital wallets to our customers through an arrangement with a third-party supplier. We offer three tiers of wallets which include different features. The digital wallets are delivered by a third-party supplier. The sale of digital wallets to our customers was discontinued during the year ended December 31, 2022.

We recognize digital wallet revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-parties to provide the wallet to our customers and payment is received from our customers at the time of order placement.

Revenue generated for the six months ended June 30, 2023, was as follows:

SCHEDULE OF REVENUE GENERATED

	Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Miner Repair Revenue		Total
Gross billings/receipts	$	27,784,934		$	732,319		$	4,893,097	$	23,378	$	33,433,728
Refunds, incentives, credits, and chargebacks		(2,243,741	)		-			-		-		(2,243,741	)
Amounts paid to providers		-			(365,500	)		-		-		(365,500	)
Net revenue	$	25,541,193		$	366,819		$	4,893,097	$	23,378	$	30,824,487

~~INVESTVIEW, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF JUNE~~For the six months ended June 30, ~~2022~~2023, foreign and domestic revenues were approximately $21.9

million and $~~(Unaudited)~~8.9 million, respectively.

Revenue generated for the six months ended June 30, 2022, iswas as follows:

~~SCHEDULE OF REVENUE GENERATED~~

	Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Miner Repair Revenue		Digital Wallet Revenue			Total			Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Miner Repair Revenue		Digital Wallet Revenue			Total
Gross billings/receipts	$	26,448,766		$	1,874,382		$	6,635,117	$	80,110	$	7,157		$	35,045,532		$	26,448,766		$	1,874,382		$	6,635,117	$	80,110	$	7,157		$	35,045,532
Refunds, incentives, credits, and chargebacks		(1,613,557	)		-			-		-		-			(1,613,557	)		(1,613,557	)		-			-		-		-			(1,613,557	)
Amounts paid to providers		-			(917,006	)		-		-		(1,289	)		(918,295	)		-			(917,006	)		-		-		(1,289	)		(918,295	)
Net revenue	$	24,835,209		$	957,376		$	6,635,117	$	80,110	$	5,868		$	32,513,680		$	24,835,209		$	957,376		$	6,635,117	$	80,110	$	5,868		$	32,513,680

For the six months ended June 30, 2022 foreign and domestic revenues were approximately $21.9 million and $10.6 million, respectively.

Revenue generated for the ~~six~~three months ended June 30, ~~2021 is~~2023, was as follows:

	Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Fee Revenue		Total			Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Total
Gross billings/receipts	$	19,939,584		$	17,752,763		$	16,708,921	$	2,032	$	54,403,300		$	15,632,412		$	173,019		$	2,822,278	$	18,627,709
Refunds, incentives, credits, and chargebacks		(1,140,170	)		-			-		-		(1,140,170	)		(1,283,330	)		-			-		(1,283,330	)
Amounts paid to providers		-			(10,582,595	)		-		-		(10,582,595	)		-			(86,500	)		-		(86,500	)
Net revenue	$	18,799,414		$	7,170,168		$	16,708,921	$	2,032	$	42,680,535		$	14,349,082		$	86,519		$	2,822,278	$	17,257,879

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

(Unaudited)

For the ~~six~~three months ended June 30, ~~2021~~2023, foreign and domestic revenues were approximately $~~19.4~~12.2 million and $~~23.3~~5.1 million, respectively.

Revenue generated for the three months ended June 30, 2022, iswas as follows:

	Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Miner Repair Revenue		Digital Wallet Revenue			Total			Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Miner Repair Revenue		Digital Wallet Revenue			Total
Gross billings/receipts	$	11,754,793		$	1,035,960		$	3,058,144	$	80,110	$	7,157		$	15,936,164		$	11,754,793		$	1,035,960		$	3,058,144	$	80,110	$	7,157		$	15,936,164
Refunds, incentives, credits, and chargebacks		(650,254	)		-			-		-		-			(650,254	)		(650,254	)		-			-		-		-			(650,254	)
Amounts paid to providers		-			(519,000	)		-		-		(1,289	)		(520,289	)		-			(519,000	)		-		-		(1,289	)		(520,289	)
Net revenue	$	11,104,539		$	516,960		$	3,058,144	$	80,110	$	5,868		$	14,765,621		$	11,104,539		$	516,960		$	3,058,144	$	80,110	$	5,868		$	14,765,621

For the three months ended June 30, 2022 foreign and domestic revenues were approximately $9.9 million and $4.9 million, respectively.

~~Revenue generated for the three months ended June 30, 2021 is as follows:~~

Subscription
Revenue Cryptocurrency Revenue Mining Revenue Fee Revenue Total
Gross billings/receipts $ 11,532,061 $ 15,875,577 $ 8,371,562 $ - $ 35,779,200
Refunds, incentives, credits, and chargebacks (682,364 ) - - - (682,364 )
Amounts paid to providers - (9,470,271 ) - - (9,470,271 )
Net revenue $ 10,849,697 $ 6,405,306 $ 8,371,562 $ - $ 25,626,565

~~For the three months ended June 30, 2021 foreign and domestic revenues were approximately $11.8~~ ~~million and $13.8~~ ~~million, respectively.~~

Advertising, Selling, and Marketing Costs

We expense advertising, selling, and marketing costs as incurred. Advertising, selling, and marketing costs include costs of promoting our product worldwide, including promotional events. Advertising, selling, and marketing expenses for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, totaled $~~35,265~~529,054 and $~~67,500~~35,265, respectively.

~~INVESTVIEW, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF JUNE 30, 2022~~

~~(Unaudited)~~

Cost of Sales and Service

Included in our costs of sales and services are amounts paid to our trading and market experts that provide financial education content and tools to our subscription customers, hosting and energy fees that we pay to vendors ~~to set up our mining equipment~~ at third-party sites in order to generate mining revenue, and the costs associated with our miner repair revenue. Costs of sales and services for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, totaled $~~3,728,481~~4,466,878 and $~~5,084,659~~3,728,481, respectively.

Inventory

Inventory consists of ~~raw materials and work in process~~finished goods to be sold as part of our miner repair ~~revenue.~~revenue and materials that were purchased for refurbishment but will be sold as purchased due to the Company winding down the refurbishment and sale of repaired miners. Inventory is valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method and is inclusive of any shipping and tax costs. During the six months ended June 30, 2023, we recognized a loss on disposal on assets of $174,836. As of June 30, 2023 and December 31, 2022 the net realizable value of our inventory was $0 and $249,480, respectively.

~~Inventory was made up of the following at each balance sheet date:~~

~~SCHEDULE OF INVENTORY~~

June 30, 2022 December 31, 2021
Raw materials $ 226,503 $ -
Work in process 73,323 -
Finished goods - -
Total inventory $ 299,826 $ -

Income Taxes

Income taxes are recorded in accordance with ASC Topic 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities, including operating losses and credit carryforwards, using enacted tax rates in effect for the year in which the differences are expected to reverse.

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

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

(Unaudited)

Net Income (Loss) per Share

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

The following table illustrates the computation of diluted earnings per share for the three months ended June 30, ~~2021.~~2023. Due to the net loss for the three months ended June 30, 2022 there were 1,036,428,571 potentially dilutive securities that were excluded from the diluted income per common share computation, as the effect of including these shares would be antidilutive.

~~SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED~~

June 30, 2021
Net income (loss) $ 8,772,658
Less: preferred dividends (204,835 )
Add: interest expense on convertible debt 244,451
Net income available to common shareholders (numerator) $ 8,812,274

Basic weighted average number of common shares outstanding 2,987,735,892
Dilutive impact of warrants 552,618
Dilutive impact of convertible notes 551,370,321
Dilutive impact of non-voting membership interest -
Diluted weighted average number of common shares outstanding (denominator) 3,539,658,831

Diluted income per common share $ 0.00

SCHEDULE OF DILUTED EARNINGS PER SHARE

	June 30, 2023
Net income (loss)	$	597,405
Less: preferred dividends		(204,835	)
Add: interest expense on convertible debt		225,129
Net income available to common shareholders (numerator)	$	617,699

Basic weighted average number of common shares outstanding		2,636,275,719
Dilutive impact of warrants
Dilutive impact of convertible notes		471,428,571
Dilutive impact of non-voting membership interest		565,000,000
Diluted weighted average number of common shares outstanding (denominator)		3,672,704,290

Diluted income per common share	$	0.00

~~INVESTVIEW, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF JUNE 30, 2022~~

~~(Unaudited)~~

The following table illustrates the computation of diluted earnings per share for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, where no potentially dilutive securities were excluded from the computation:

	June 30, 2022			June 30, 2021			June 30, 2023			June 30, 2022
Net income (loss)	$	2,279,321		$	13,714,219		$	1,005,299		$	2,279,321
Less: preferred dividends		(409,670	)		(329,341	)		(409,670	)		(409,670	)
Add: interest expense on convertible debt		469,884			470,591			450,258			469,884
Net income available to common shareholders (numerator)	$	2,339,535		$	13,855,469		$	1,045,887		$	2,339,535

Basic weighted average number of common shares outstanding		2,714,986,787			3,111,918,706			2,636,275,605			2,714,986,787
Dilutive impact of warrants		-			329,346			-			-
Dilutive impact of convertible notes		471,428,571			513,690,763			471,428,571			471,428,571
Dilutive impact of non-voting membership interest		565,000,000			-			565,000,000			565,000,000
Diluted weighted average number of common shares outstanding (denominator)		3,751,415,358			3,625,938,815			3,672,704,176			3,751,415,358

Diluted income per common share	$	0.00		$	0.00		$	0.00		$	0.00

Lease Obligation

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

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

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

(Unaudited)

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

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

NOTE 4 – LIQUIDITY

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

During the six months ended June 30, ~~2022~~2023, we ~~reported $4,491,640~~ ~~in cash provided by operating activities, $5,883,951~~ ofrecorded a net income from operations of $1,601,341 and net income of $~~2,279,321~~1,005,299. As of June 30, ~~2022~~2023, we have unrestricted cash and cash equivalents of $~~20,345,462~~21,431,952 and a working capital balance of $~~15,509,390~~12,838,961. As of June 30, ~~2022~~2023, our unrestricted cryptocurrency balance was reported at a cost basis of $~~4,080,240~~1,929,788. Management does not believe there are any liquidity issues as of June 30, ~~2022.~~2023.

~~INVESTVIEW, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF JUNE 30, 2022~~

~~(Unaudited)~~

NOTE 5 – RELATED-PARTY TRANSACTIONS

Related Party Debt

Our related-party payables consisted of the following:

SCHEDULE OF RELATED PARTY PAYABLES

June 30, 2022 December 31, 2021
Convertible Promissory Note entered into on 4/27/20, net of debt discount of $1,017,716 as of June 30, 2022 [1] ^[1] $ 282,284 $ 239,521
Convertible Promissory Note entered into on 5/27/20, net of debt discount of $552,540 as of June 30, 2022 [2] ^[2] 147,465 124,149
Convertible Promissory Note entered into on 11/9/20, net of debt discount of $1,075,434 as of June 30, 2022 [3] ^[3] 224,561 198,187
Promissory note entered into on 12/15/20 [4] ^[4] - 80,322
Convertible Promissory Note entered into on 3/30/21 [5] ^[5] - 476,670
Working Capital Promissory Note entered into on 3/22/21 [6] ^[6] 1,201,267 1,200,607
Total related-party debt 1,855,578 2,319,456
Less: Current portion (1,201,267 ) (1,832,642 )
Related-party debt, long term $ 654,310 $ 486,814

	June 30, 2023			December 31, 2022
Convertible Promissory Note entered into on 4/27/20, net of debt discount of $887,787 as of June 30, 2023 [1]	$	412,213		$	347,782
Convertible Promissory Note entered into on 5/27/20, net of debt discount of $481,997 as of June 30, 2023 [2]		218,003			183,020
Convertible Promissory Note entered into on 11/9/20, net of debt discount of $938,139 as of June 30, 2023 [3]		361,861			293,779
Working Capital Promissory Note entered into on 3/22/21 [4]		1,202,587			1,201,927
Total related-party debt		2,194,664			2,026,508
Less: Current portion		(1,202,587	)		(1,201,927	)
Related-party debt, long term	$	992,077		$	824,581

[1]

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,~~Chairman, and entered into a convertible promissory note. The note is secured by ~~shares held by officers and majority shareholders~~collateral of the ~~Company.~~Company and its subsidiaries and certain Company shares pledged by non-affiliated shareholders. The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. Per the original terms of the agreement, the note was convertible into common stock at a conversion price of $0.01257 per share, which was amended on November 9, 2020 to reduce the conversion price to $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $1,300,000. During the ~~three~~six months ended June 30, ~~2022,~~2023, we recognized $~~64,430~~64,431 of the debt discount into interest expense, as well as expensed an additional $130,008 of interest expense on the note, all of which was repaid during the period.

[2]

On May 27, 2020, we received proceeds of $700,000 from DBR Capital, LLC, ~~an entity controlled by members of our Board of Directors,~~ and entered into a convertible promissory note. The note is secured by ~~shares held by officers and majority shareholders~~collateral of the ~~Company.~~Company and its subsidiaries, and certain Company shares pledged by non-affiliated shareholders. The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. Per the original terms of the agreement, the note was convertible into common stock at a conversion price of $0.01257 per share, which was amended on November 9, 2020 to reduce the conversion price to $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $700,000. During the six months ended June 30, ~~2022,~~2023, we recognized $~~34,981~~34,983 of the debt discount into interest expense as well as expensed an additional $70,002 of interest expense on the note, all of which was repaid during the period.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

(Unaudited)

[3]

On November 9, 2020, we received proceeds of $1,300,000 from DBR Capital, LLC, ~~an entity controlled by members of our Board of Directors,~~ and entered into a convertible promissory note. The note is secured by ~~shares held by officers and majority shareholders~~collateral of the ~~Company.~~Company and its subsidiaries, and certain Company shares pledged by non-affiliated shareholders. The note bears interest at 38.5% per annum, made up of a 25% interest rate per annum and a facility fee of 13.5% per annum, payable monthly beginning February 1, 2021, and the principal is due and payable on April 27, ~~2030.~~2030. Per the terms of the agreement, the note is convertible into common stock at a conversion price of $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $1,300,000. During the six months ended June 30, ~~2022,~~2023, we recognized $~~68,084~~68,082 of the debt discount into interest expense as well as expensed an additional $~~150,248~~250,248 of interest expense on the note, all of which was repaid during the period.

	[4]	~~On December 15, 2020, we received proceeds of $154,000~~ ~~from Wealth Engineering, an entity controlled by members of our management team and Board of Directors, and entered into a promissory note for $600,000. The term of the note requires monthly repayments of $20,000~~ ~~per month for~~ 30 ~~months. At inception we recorded a debt discount of $446,000~~ ~~representing the difference between the cash received and the total amount to be repaid. During the six months ended June 30, 2022, we recognized the remaining $259,678~~ ~~of the debt discount into interest expense and repaid the remaining $340,000~~ ~~of the debt.~~

~~[5]~~	~~Effective March 30, 2021, we restructured a $1,000,000~~ ~~promissory note with $200,000~~ ~~of accrued interest, along with a $350,000~~ ~~short-term advance, with Joseph Cammarata, our then Chief Executive Officer. The new note had a principal balance of $1,550,000, had a~~ 5~~% interest rate, and was convertible at $0.02~~ ~~per share. As a result of the fixed conversion price we recorded a beneficial conversion feature and debt discount of $1,550,000~~ on March 30, 2021, which was equal to the face value of the note. Effective September 21, 2021, we entered into an amendment to the note to extend the due date to September 30, 2022, allow for partial conversions, and change the conversion price to $~~0.008~~ ~~per share. As the terms of the note changed substantially, we accounted for the amendment as an extinguishment and new note. Through September 21, 2021 we recognized $738,904~~ ~~of the initial debt discount into interest expense, removed $806,849~~ ~~of the remaining debt discount from the books, recorded a beneficial conversion feature due to the fixed conversion price and a debt discount of $1,550,000, which was equal to the face value of the amended note, and recorded a net $743,151~~ into additional paid in capital as a gain due to the extinguishment transaction being between related parties and thus a capital transaction. During the six months ended June 30, 2022, we recognized the remaining $~~1,131,417~~ ~~of the $1,550,000~~ ~~debt discount into interest expense. Also, during the six months ended June 30, 2022, we expensed $19,626~~ of interest expense on the debt. During February 2022, we provided 30 days’ notice of our intent to retire and repay the Cammarata Note in cash. Having not timely received a properly executed conversion notice within the proscribed period, and citing certain other damages incurred by us arising from Mr. Cammarata’s legal proceedings, on March 30, 2022, we tendered to Mr. Cammarata cash payment in full for the Cammarata Note. As of the date of this filing, Mr. Cammarata has not yet accepted our tender of the cash payment, and instead has asserted his entitlement to exercise his right to convert the Cammarata Note into our common shares. At June 30, 2022, we canceled the $~~1.6~~ ~~million check issued to Mr. Cammarata and recorded the amount due in accrued liabilities.~~

~~INVESTVIEW, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF JUNE 30, 2022~~

~~(Unaudited)~~

~~[6]~~

On March 22, 2021, we entered into Securities Purchase Agreements to purchase 100% of the operating assets of SSA Technologies LLC, an entity that owns and operates a FINRA-registered broker-dealer. SSA is controlled and partially owned by Joseph Cammarata, our former Chief Executive Officer. (See Note 10). Commencing upon execution of the agreements and through the closing of the transactions, we agreed to provide certain transition service arrangements to SSA. In connection with the transactions, we entered into a Working Capital Promissory Note with SSA under which SSA was to have advanced to us up to $1,500,000 before the end of 2021; however, SSA ~~has~~ only provided advances of $1,200,000, to date. The note bears interest at the rate of 0.11% per ~~annum therefore we recognized $660~~ ~~worth of interest expense on the loan during the six months ended June 30, 2022.~~annum. The note was due and payable by January 31, 2022; however, has not yet been repaid as we consider our legal options in light of SSA’s failure to complete its funding obligations. During the six months ended June 30, 2023 and 2022, we recorded interest expense of $660 on the note. The note was to have been secured by the pledge of 12,000,000 shares of our common stock; however, it remains unsecured as the pledge of shares was not implemented at the closing of the loan.

~~In addition to the above-mentioned related-party lending arrangements, during the six months ended June 30,~~Other Related Party Arrangements

On January 6, 2022,, we entered into a Separation and Release Agreement (the “Separation Agreements”) with Mario Romano and Annette Raynor, two of the Company’s founders and former members of management and the Board of Directors, and Wealth Engineering, LLC, an affiliate of Mr. Romano and Ms. Raynor. Under the Separation Agreements, Mr. Romano and Ms. Raynor resigned their positions as officers and directors of the Company effective immediately upon execution of the Separation Agreements as they each transitioned to the roles of ~~strategic advisors~~consultants to the Company. Mr. Romano and Ms. Raynor provided consulting services to the Company in their roles from January 6, 2022, through the elimination of these positions on or about July 14, 2023. In conjunction with the Separation Agreements, Mr. Romano and Ms. Raynor forfeited ~~75,000,000~~150,000,000 shares, ~~each,~~ in total, which were returned to the Company and cancelled ~~and we~~. The Company also repurchased a total of 43,101,939 shares from Mr. Romano and Ms. Raynor in exchange for cash of $1,724,008, which was paid to federal and state taxing authorities on behalf of Wealth Engineering, LLC as payment for the estimated federal and state taxes that Wealth Engineering, LLC may be subject to in connection with the vesting of 63,333,333 Company restricted shares that vested on July 22, 2021 (see NOTE 9).

~~In addition~~The loans referenced in footnotes 1-3 above, were advanced under a Securities Purchase Agreement we entered into on April 27, 2020, with DBR Capital. Under the Securities Purchase Agreement (which was subsequently amended and restated), DBR Capital agreed to advance up to $11 million to us in a series of up to five closings through December 31, 2022, of which the ~~above-mentioned related-party lending arrangements, during~~amounts advanced covered in footnotes 1-3 above constituted the ~~six months ended June 30, 2021, we recorded~~ ~~69,833,334~~ ~~shares as forfeited as a result of 1) our Chief Financial Officer returning~~ ~~1,300,000~~ ~~shares to the Company prior to their vesting date and 2) our senior management team and board of directors unanimously agreeing to surrender and terminate an aggregate of~~ ~~68,533,334~~ ~~outstanding unvested restricted shares and~~ ~~218,500,000~~ ~~ungranted shares in exchange for the issuance of options to purchase~~ ~~360,416,665~~ ~~shares (see NOTE 9).~~first three closings.

~~In addition to the above-mentioned related-party lending arrangements, during the six months ended June 30, 2021 DBR Capital LLC elected to contribute~~ ~~77,000~~ ~~ndau coins to us. These coins were valued as of the day of receipt at $1,185,792~~ and are recorded as an addition to Additional Paid in Capital. The contribution of these coins to the Company by DBR Capital, LLC was in recognition of the recent reorganization of the executive management team and Board of Directors of Investview, and to avoid the appearance of any potential conflicts of interest associated with a worldwide marketing and distribution arrangement between OneiroOn August 12, 2022, we and DBR Capital, ~~LLC in which~~entered into a Fourth Amendment to the now Amended and Restated Securities Purchase Agreement that extends the deadlines for the fourth and fifth closings under that Agreement from December 31, 2022, to December 31, 2024. The fourth and fifth closings remain at the sole discretion of DBR Capital ~~is entitled to certain performance fees from Oneiro for worldwide sales of ndau introduced by DBR Capital, including purchases by Investview~~and we cannot provide any assurance that they will occur when contemplated or ~~any affiliates of Investview.~~ ever.

The performance fee is determined as a commission on sales, with a floating range between 5% to 10% of sales, on aggregate sales ranging from $1 million to over $40 million. The performance fee is to be paid in ndau coins. During the most recent year ended December 31, 2021, DBR Capital earned a performance fee in connection with sales by Oneiro to Investview of approximately 77,000 ndau coins, which it elected to contribute to the Company effective as of April 1, 2022. DBR Capital has agreed to continue to renounce and assign to the Company for its discretionary use, its rights in and to any further performance fees related to ndau sales by Oneiro for so long as Mr. Rothrock remains either an executive officer or director of the Company.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

(Unaudited)

NOTE 6 – DEBT

Our debt consisted of the following:

SCHEDULE OF DEBT

		June 30, 2022			December 31, 2021			June 30, 2023		December 31, 2022
Loan with the U.S. Small Business Administration dated 4/19/20 [1]	^[1]	$	541,096		$	531,798		$	535,477	$	543,237
Long term notes for APEX lease buyback [2]	^[2]		9,400,108			10,870,861			6,468,760		7,925,166
Total debt			9,941,204			11,402,659			7,004,237		8,468,403
Less: Current portion			(2,909,513	)		(2,947,013	)		2,938,757		2,938,757
Debt, long term portion		$	7,031,691		$	8,455,646		$	4,065,480	$	5,529,646

[1]

In April 2020, we received proceeds of $500,000 from a loan entered into with the U.S. Small Business Administration. Under the terms of the loan interest is to accrue at a rate of 3.75% per annum and installment payments of $2,437 monthly will begin twelve months from the date of the loan, with all interest and principal due and payable thirty years from the date of the loan. During the six months ended June 30, 2023 and 2022 we recorded $9,298 and $9,298, respectively, worth of interest on the loan. During the six months ended June 31, 2023 we made interest payments on the loan of $17,059.

[2]

During the year ended March 31, 2021, we entered into notes with third parties for $19,089,500 in exchange for the cancellation of APEX leases previously entered into, which resulted in our purchase of all rights and obligations under the leases. We agreed to settle a portion of the debt during the year ended March 31, 2021, at a discount to the original note terms offered, by making lump sum payments, issuing shares of our common stock, issuing shares of our preferred stock, and issuing cryptocurrency. The remaining notes are all due December 31, 2024 and have a fixed monthly payment that is equal to 75% of the face value of the note, divided by 48 months. The monthly payments began the last day of January 2021 and continue until December 31, 2024 when the last monthly payment will be made, along with a balloon payment equal to 25% of the face value of the note, to extinguish the debt. During the six months ended June 30, 2023, we repaid a portion of the debt with cash payments of $466,507 and issuances of cryptocurrency valued at $989,898. During the six months ended June 30, 2022, we repaid a portion of the debt with cash payments of $479,703 and issuances of cryptocurrency valued at $991,050.

~~INVESTVIEW, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF JUNE 30, 2022~~

~~(Unaudited)~~

NOTE 7 – DERIVATIVE LIABILITY

During the six months ended June 30, ~~2022,~~2023, we had the following activity in our derivative liability account relating to our warrants:

SCHEDULE OF DERIVATIVE LIABILITY

Derivative liability at December 31, 2021 $ 69,371
Derivative liability recorded on new instruments -
Derivative liability reduced by warrant exercise (see NOTE 7) -
(Gain) loss on fair value (37,836 )
Derivative liability at June 30, 2022 $ 31,535

Derivative liability at December 31, 2022	$	24,426
Derivative liability recorded on new instruments		-
Derivative liability reduced by warrant exercise (see NOTE 9)		(3	)
(Gain) loss on fair value		(3,657	)
Derivative liability at June 30, 2023	$	20,766

We use the binomial option pricing model to estimate fair value for those instruments at inception, at warrant exercise, and at each reporting date. During the six months ended June 30, ~~2022,~~2023, the assumptions used in our binomial option pricing model were in the following range:

SCHEDULE OF ASSUMPTIONS USED IN BINOMINAL OPTION PRICING MODE

Risk free interest rate	~~2.99~~4.49-~~2.99~~4.87%	%
Expected life in years	~~3.09~~2.09 - ~~4.00~~3.00
Expected volatility	~~183~~145% - ~~205~~154%	%

NOTE 8 – OPERATING LEASE

In August 2019, we entered an operating lease for office space in Eatontown, New Jersey (the “Eatontown Lease”), in September 2019 we entered an operating lease for office space in Kaysville, Utah (the “Kaysville Lease”), in May 2021 we entered an operating lease for office space in Conroe, Texas (the “Conroe Lease”), in July 2021 we entered an operating lease for office space in Wyckoff, New Jersey (the “Wyckoff Lease”), and in September 2021, we ~~acquired~~assumed an operating lease for office space in Haverford, Pennsylvania (the “Haverford Lease”) in connection with the MPower ~~acquisition (See NOTE 12).~~acquisition. This facility is now being used as the headquarters of the company.

At commencement of the Eatontown Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $110,097. ~~We have the option to extend the~~The three-year lease term of the Eatontown Lease ~~for~~was extended on a ~~period of one year~~month-to-month basis commencing August 1, 2022 and was terminated in February 2023. ~~In addition,~~Under the lease, we ~~are~~were obligated to pay twelve monthly installments to cover an annual utility charge of $1.75 per rentable square foot for electric usage within the demised premises. As the lessor has the right to digitally meter and charge us accordingly, these payments were deemed variable and ~~will be~~were expensed as incurred. ~~During the six months ended June 30, 2022 the variable lease costs amounted to $1,662~~.

~~At commencement of the Kaysville Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $~~

INVESTVIEW, INC.

~~21,147~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~. On September~~

AS OF JUNE 30, ~~2020, the Kaysville Lease expired and as of October 1, 2020, the Company began leasing the property located in Kaysville on a month-to-month basis.~~2023

(Unaudited)

At commencement of the Conroe Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $174,574. ~~We have the option to extend the~~ 24~~-month term of the Conroe Lease for three additional terms of 24 months.~~This lease was terminated in June 2023.

At commencement of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $22,034. The original 24.5-month term of the Wyckoff Lease is was extended through July 2025. At the extension of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $~~24.5~~23,520 ~~months.~~

~~INVESTVIEW, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF JUNE 30, 2022~~

~~(Unaudited)~~.

At date of acquisition of the Haverford ~~lease,~~Lease, right-of-use assets and lease liabilities obtained amounted to $125,522 and $152,961, respectively. The term of the Haverford Lease was extended through December 2024. At the extension of the Haverford Lease, right-of-use assets obtained in exchange for new operating lease ~~expires on~~ liabilities amounted to $~~December 31, 2022~~172,042.

Operating lease expense was $~~125,507~~100,935 for the six months ended June 30, ~~2022.~~2023. Operating cash flows used for the operating leases during the ~~six~~three months ended June 30, ~~2022~~2023, was $~~141,510~~86,880. As of June 30, ~~2022,~~2023, the weighted average remaining lease term was ~~0.90~~1.57 years and the weighted average discount rate was 12%.

Future minimum lease payments under non-cancellable leases as of June 30, ~~2022~~2023, were as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES


Remainder of 2022	$	121,710
2023		57,045
Remainder of 2023				$	57,865
2024					116,027
2025					7,833
Total		178,755			181,725
Less: Interest		(7,532	)		(6,034	)
Present value of lease liability		171,223			175,691
Operating lease liability, current [1]		(170,961	)		(116,849	)
Operating lease liability, long term	$	262		$	58,842

[1]

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

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

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

Our Board of Directors approved the designation of 2,000,000 of the Company’s shares of preferred stock as Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), each with a stated value of $25 per share. Our Series B Preferred Stockholders are entitled to 500 votes per share and are entitled to receive cumulative dividends at the annual rate of ~~13%~~13% per annum of the stated value, equal to $3.25 per annum per share. The Series B Preferred Stock is redeemable at our option or upon certain change of control events.

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

~~During~~ The Unit Offering was completed on or about August 17, 2021, having resulted in the ~~six months ended June 30, 2021 we sold~~ ~~196,638~~ ~~units for a total of $4,915,950~~: ~~78,413~~ ~~units for cash proceeds of $3,640,550~~, ~~1,598~~ ~~units for bitcoin proceeds of $39,950~~,public offer and~~49,418~~ ~~units for debt of $1,235,450. In conjunction with the~~ sale of ~~the units we issued~~ ~~196,638~~252,192 ~~shares of Series B Preferred Stock and granted~~ ~~983,190~~ ~~warrants during the period.~~

Units.

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had 252,192 shares of preferred stock issued and outstanding.

Preferred Stock Dividends

During the six months ended June 30, 2023, we recorded $409,670 for the cumulative cash dividends due to the shareholders of our Series B Preferred Stock. We made payments of $321,585 in cash and issued $88,056 worth of cryptocurrency to reduce the amounts owed. As a result, we recorded $236,659 as a dividend liability on our balance sheet as of June 30, 2023.

During the six months ended June 30, 2022, we recorded $409,670 for the cumulative cash dividends due to the shareholders of our Series B Preferred Stock. We made payments of $313,643 in cash and issued $84,855 worth of cryptocurrency to reduce the amounts owed. ~~As a result, we recorded $230,877~~ ~~as a dividend liability on our balance sheet as of June 30, 2022.~~

~~Common Stock~~

~~During the six months ended June 30, 2022, we cancelled~~ ~~219,833,334~~ ~~shares that had been issued but were forfeited by choice or as a result of certain forfeiture conditions (see NOTE 5). As a result, we decreased common stock by $219,834 and increased additional paid in capital by the same. As of the date of this filing,~~ ~~33,333,333~~ shares of common stock forfeited during the nine months ended December 31, 2021 had not yet been physically cancelled due to administrative delays. All forfeited shares have been deemed cancelled as of June 30, 2022. Also, during the six months ended June 30, 2022, we repurchased ~~43,101,939~~ ~~shares from members of our then Board of Directors in exchange for cash of $1,724,008~~ ~~to pay for tax withholdings (see NOTE 5).~~

2019

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, ~~2022~~2023

(Unaudited)

Common Stock Transactions

During the six months ended June 30, ~~2021, we cancelled~~ ~~255,000,000~~ ~~shares that had been issued but were subject to certain forfeiture conditions. As a result of the forfeiture, we decreased common stock by $255,000~~ ~~and increased additional paid in capital by the same. Also, during the six months ended June 30, 2021,~~2023, we issued ~~11,500,000~~ ~~shares of common stock for services and compensation and recognized a total of $989,391~~ ~~in stock-based compensation based on grant date fair values and vesting terms of the awards granted in the current and prior periods. We also issued~~ ~~64,340~~230 shares of common stock as a result of warrants exercised, resulting in proceeds of $~~6,434~~23 and an increase in additional paid in capital of $3 for the derivative liability extinguished with the exercise (see NOTE 7). We also recognized $7,252 in stock-based compensation based on grant date fair values and vesting terms of awards granted in prior periods.

During the six months ended June 30, 2022, we cancelled 219,833,334 shares of our common stock that had been issued but were forfeited voluntarily by the holders thereof, consisting of: 150,000,000 shares collectively surrendered by Mario Romano and Annette Raynor under the Separation Agreements (see NOTE 5); and 69,833,334 outstanding unvested restricted shares that were surrendered by senior management prior to vesting in consideration of the issuance of replacement options (discussed below). As a result, we decreased common stock by $219,834 and increased additional paid in capital by the same. Further, 33,333,333 shares of common stock formerly held by Joseph Cammarata were forfeited as of December 31, 2021 in connection with his termination by the Company (relating primarily to his then ongoing legal proceedings). All forfeited shares were deemed cancelled as of March 31, 2022. Also, during the six months ended June 30, 2022, we repurchased 43,101,939 shares from members of our then management team and Board of Directors in exchange for cash of $1,724,008 to pay for tax withholdings (see NOTE 5). We also recognized $383,906 in stock-based compensation based on grant date fair values and vesting terms of awards granted in prior periods.

As of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had ~~2,641,275,489~~2,636,275,719 and ~~2,904,210,762~~2,636,275,489 shares of common stock issued and outstanding, respectively.

Options

During the ~~six months~~year ended ~~June 30,~~December 31, 2022, we ~~undertook to restructure~~restructured unvested incentive equity awards previously granted to our senior leadership team. The Company’s senior management team and board of directors unanimously agreed to surrender and terminate an aggregate of 68,533,334 outstanding unvested restricted shares of our common stock and 218,500,000 ~~ungranted~~ shares of our common stock that we agreed to issue, subject to conditions of issuance, in exchange for the issuance of options to purchase 360,416,665 shares of our common stock, vesting in equal amounts over a five-year period, at an exercise price of $0.05 per ~~share.~~share, with a seven-year life. The third-party valuation firm we engaged to value these options utilized the Black Scholes Model to value these options and the expense related to these options is being recognized over their vesting terms. Total stock compensation expense related to the options for the six months ended June 30, 2023 and 2022, was $1,389,976 and $113,281., respectively.

Warrants

Transactions involving our warrants are summarized as follows:

SUMMARY OF WARRANTS ISSUED

Weighted
Number of Average
Shares Exercise Price
Warrants outstanding at December 31, 2021 1,178,320 $ 0.10
Granted - $ -
Canceled/Expired - $ -
Exercised - $ -
Warrants outstanding at June 30, 2022 1,178,320 $ 0.10

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

Details of our warrants outstanding as of June 30, ~~2022~~2023, is as follows:

SUMMARY OF WARRANTS OUTSTANDING

Exercise Price				Warrants Outstanding				Warrants Exercisable				Weighted Average Contractual Life (Years)
$	0.10				1,178,090				1,178,090				2.65

Exercise Price Warrants Outstanding Warrants Exercisable
Weighted Average
Contractual Life (Years)

$ 0.10 1,178,320 1,178,320 3.90

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

(Unaudited)

Class B Units of Investview Financial Group Holdings, LLC

As of June 30, ~~2022~~2023, and December 31, ~~2021~~2022, there were 565,000,000 Units of Class B Investview Financial Group Holdings, LLC issued and outstanding. These units were issued as consideration for the purchase of operating assets and intellectual property rights of MPower, ~~Trading Systems, LLC,~~ a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board ~~members (see NOTE 12).~~members. The Class B Redeemable Units have no voting rights but can be exchanged at any time, within 5 years from the date of issuance, for 565,000,000 shares of our common stock on a one-for-one basis and are subject to significant restrictions upon resale through 2025 under the terms of a lock up ~~agreement.~~ ~~The fair value~~agreement entered into as part of the purchase agreement. In order to properly account for the purchase transaction on the Company’s financial statements, we were required by applicable financial reporting standards to value the Class B Units issued to MPower in the transaction as of the closing date of the MPower sale transaction (September 3, 2021). For these accounting purposes, we concluded that the “fair value” of the consideration for financial accounting purposes, at the if-converted market value of the underlying common shares was $58.9 million, based on the closing market price of $0.1532 on the closing date of September 3, 2021, as discounted from $86.6 million by ~~32%~~32% (or $27.7 million) to reflect the significant lock up period. The “fair value” valuation of the Class B Units, however, was completed relying on a certain set of methodologies that are accepted for accounting purposes, and is not necessarily indicative of the “fair market value” that may be implied relative to such Units in a commercial transaction not governed by financial reporting standards. In particular, the methodology used to value the Class B Units at their “fair value” did not take into account any blockage discounts that may otherwise apply after the expiration of the lock-up period in 2025; while other valuation methodologies, not bound by financial reporting codifications, would possibly determine that the blockage discount associated with the resale of 565 million shares after the expiration of the lock-up period, into a marketplace that has limited market liquidity, could possibly have a material downward influence on the valuation.

~~INVESTVIEW, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~AS OF JUNE 30, 2022~~

~~(Unaudited)~~

NOTE 10 – COMMITMENTS AND CONTINGENCIES

~~Legal Proceedings~~

In the ordinary course of business, we may be, or have been, involved in legal proceedings. During the six months ended June 30, ~~2022~~2023, we were not involved in any material legal proceedings, however, during November 2021 we received a subpoena from the United States Securities and Exchange Commission (“SEC”) for the production of documents. We have reason to believe that the focus of the SEC’s inquiry involves whether certain federal securities laws were violated in connection with, among other things, the offer and sale of ~~cryptocurrency products~~our now discontinued Apex sale and leaseback program, the operation of our ~~subscription-based multi-level marketing business~~direct selling network now known as ~~iGenius.~~iGenius, and the offer and sale of cryptocurrency products. In the subpoena, the SEC advised that the investigation does not mean that the SEC has concluded that we or anyone else has violated federal securities laws and or any other law. We believe that we have complied at all times with the federal securities laws. However, we are aware of the evolving SEC commentary and rulemaking process relative to the characterization of cryptocurrency products under federal securities laws that is sweeping through a large number of businesses that operate within the cryptocurrency sector. We intend to cooperate fully with the SEC’s investigation and will continue to work with outside counsel to review the matter.

We generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with a third-party ~~suppliers,~~supplier, certain of which, until January 2022, included a product protection option provided by a third-party provider. According to marketing and legal documents provided by such third-party provider, the product protection would allow the purchaser to protect its initial purchase price by obtaining 50% of its purchase price at five years or 100% of its purchase price at ten ~~years.~~years. In January 2022, we suspended any further offering of the product protection option in the cryptocurrency packages after the third-party provider was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality entitlements. That suspension will remain in place until we are able to further validate the continued integrity of the product protection and the vendor’s ability to honor its commitments to our members. ~~See Part II, Item 1A. “Risk Factors” beginning~~We cannot ensure that such third-party provider will comply with its contractual requirements, which could cause our members to not achieve the level of return on ~~page 29~~their investments expected, and possibly expose us to claims that could have an adverse effect on our business, financial condition, and operating results.

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2023

(Unaudited)

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

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

We issued a promissory note to Mr. Cammarata, which, following certain modifications, on or about March 30, 2021, was restated in the principal amount of $1,550,000 (the “Cammarata Note”). Although not originally convertible, as per the March 30, 2021, amendment, the Cammarata Note became convertible at $0.02 per share, Thereafter, effective September 21, 2021, and following another modification, the conversion price under the Cammarata Note was reduced to $0.008 per share. During February 2022, we provided 30 days’ notice of our intent to retire and repay the Cammarata Note in cash. Having not timely received a properly executed conversion notice within the proscribed period and citing certain breaches of Mr. Cammarata’s fiduciary duty to us, as well as damages incurred by us arising from Mr. Cammarata’s then ongoing legal proceedings, on or about March 31, 2022, we tendered to Mr. Cammarata cash payment in full for the Cammarata Note. As of the date of this ~~report.~~Report, Mr. Cammarata has not accepted our tender of the cash payment, and through his then counsel, has asserted his entitlement to exercise his right to convert the Cammarata Note into our common shares. Although we believe that our cash tender was appropriate under the terms of the Cammarata Note and our claims for damages by Mr. Cammarata have merit, if Mr. Cammarata elects to challenge our cash tender in a court proceeding, and if we are unable to sustain our legal position on the matter, Mr. Cammarata could receive up to approximately 203 million shares of our common stock upon conversion of the Cammarata Note. As a result of his recent incarceration, the Company has been unable to further adjudicate these issues with Mr. Cammarata.

On March 22, 2021, we entered into Securities Purchase Agreements to purchase 100% of the operating assets of SSA Technologies LLC, an entity that owns and operates a FINRA-registered broker-dealer. SSA is controlled and partially owned by Joseph Cammarata, our former Chief Executive Officer. Commencing upon execution of the agreements and through the closing of the transactions, we agreed to provide certain transition service arrangements to SSA. In connection with the transactions, we entered into a Working Capital Promissory Note with SSA under which SSA was to have advanced to us up to $1,500,000 before the end of 2021; however, SSA has only provided advances of $1,200,000 to date. The note bears interest at the rate of 0.11% per annum therefore we recognized $660 worth of interest expense on the loan during the six months ended June 30, 2023. The note was due and payable by January 31, 2022; however, has not yet been repaid as we consider our legal options in light of SSA’s failure to complete its funding obligations. The note was to have been secured by the pledge of 12,000,000 shares of our common stock; however, it remains unsecured as the pledge of shares was not implemented at the closing of the loan. As a result of his recent incarceration, the Company has been unable to further adjudicate these issues with Mr. Cammarata.

NOTE 11 – INCOME TAXES

For the periods ended June 30, ~~2022,~~2023, and June 30, ~~2021,~~2022, the Company used a discrete effective tax rate method for recording income taxes, as compared to an estimated full year annual effective tax rate method, as an estimate of the annual effective tax rate cannot be made.

Provision for income taxes for the three and six months ended June 30, 2023, was $701,275 and $796,337, respectively, resulting in an effective tax rate of 54.0% and 44.2%, respectively. Provision for income taxes for the three and six months ended June 30, 2022 was $635,745 and $641,745, respectively, resulting in an effective tax rate of ~~118.60~~118.6% and ~~21.97%, respectively. Provision for income taxes for the three and six months ended June 30, 2021 was $3,189~~ ~~and $146,192, respectively, resulting in an effective tax rate of~~ ~~0.1% and~~ ~~1.1~~22.0%, respectively. The provision for income taxes was primarily impacted by pretax book income, permanent differences, and by the change in valuation allowance on deferred tax assets.

~~NOTE 12 –~~ ~~ACQUISITION & NONCONTROLLING INTEREST IN SUBSIDIARY~~

On March 22, 2021, we entered into a Securities Purchase Agreement to purchase the operating assets and intellectual property rights of MPower Trading Systems, LLC, a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members, in exchange for ~~565,000,000~~ nonvoting Class B Units of Investview Financial Group Holdings, LLC (“Units”). This acquisition closed on September 3, 2021, and we acquired an office lease, furniture and fixtures, and Prodigio, a proprietary software-based trading platform with applications in the brokerage industry. The Units can be exchanged at any time, within 5 ~~years from the date of issuance, for~~ ~~565,000,000~~ ~~shares of our common stock on a one-for-one basis and are subject to a 44 month lock up period. The fair value of the consideration at the if-converted market value of the common shares was $58.9~~ ~~million based on the closing market price of $0.1532~~ ~~on the closing date of September 3, 2021, as discounted from $86.6~~ ~~million by~~ 32~~% (or $27.7~~ ~~million) to reflect the significant lock up period.~~

~~The Company determined that as of the date of the acquisition, the fair value of the Prodigio Trading Platform software was $7.2~~ million. The difference between the value of the software asset and the consideration issued was driven by an increase in the valuation of the Class B Units between the execution of the original Securities Purchase Agreement in March 2021 which set the number of units to be issued as consideration and the closing of the transaction in September 2021, as well as the software’s lack of revenue generation and a readily available path to monetization through synergies with a broker-dealer partner. Accordingly, the Company recorded a non-cash loss on acquisition of $~~51.6~~ ~~million as illustrated below.~~

~~SCHEDULE OF ASSETS ACQUISITION~~

Purchase price (fair value of Units) $ 58,859,440
Intangible asset (Prodigio software) 7,240,000
Loss on asset acquisition $ 51,619,440

NOTE 1312 – SUBSEQUENT EVENTS

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

Effective August 12, 2022 we entered into a Fourth Amendment to the Amended and Restated Securities Purchase Agreement dated as of November 9, 2020. The new amendment changes the deadlines for the fourth and fifth closings under the Agreement from December 31, 2022, to December 31, 2024.

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

Forward-Looking Statements

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

Business Overview

We operate a financial technology (FinTech) services company in several different businesses. We deliver multiple products and services through a direct selling network, also known as multi-level marketing, of independent distributors that offer our products and services through a subscription-based revenue model to our distributors, as well as by our distributors to a large base of customers that we refer to as “members”. Through this business, we provide research, education, and investment tools designed to assist the self-directed investor in successfully navigating the financial markets. These services include research and education regarding equities, options, FOREX, ETFs, binary options, and cryptocurrency. In addition to research and education, we also offer full education and software applications to assist the individual in debt reduction, increased savings, budgeting, and proper tax management. Each product subscription includes a core set of trading tools and research along with the personal finance management suite to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. In addition to our education subscriptions, through a distribution arrangement we have with a third party, we have provided our members with an opportunity to purchase through such third party, a specialty form of adaptive digital currency called “ndau”. Through our direct selling model, we compensate our distributors with commissions under a standard bonus plan that allows for discretionary bonuses based on performance.

Since 2021, we have attempted to develop a brokerage and financial markets business. This was originally designed to, among other things, commercialize on the proprietary trading platform we ~~recently~~ acquired in September 2021 from MPower Trading Systems, LLC ~~take advantage of the market’s increasing acceptance~~(“MPower”), to provide self-directed (DIY) investors with low pricing, a powerful trading platform, research, analytical tools, real-time data & news, insights and ~~expansion of the ownership~~support for investing and ~~use of digital currencies as an investable asset class, subject to applicable regulatory limitations,~~trading in stocks, options, ETFs and to proactively respond to increasing regulatory scrutiny relative to cryptocurrency products, we have adopted a growth plan that contemplates the establishment of a suite of financial service companies that will include self-directed brokerage services, institutional trade execution services, innovative advisory services (RIA, CTA), and codeless algorithmic trading technologies, which will operate under our recently formed subsidiary, Investview Financial Group Holdings, LLC (“IFGH”).mutual funds. Towards that end, in March 2021, we ~~entered into an agreement~~agreed to acquire a brokerage firm ~~from~~owned by an affiliate of ~~the~~our former ~~Chief Executive Officer of the Company.~~chief executive officer. However, having been unable to secure the requisite FINRA approval by the expiration ~~date within the~~of that agreement, we terminated the transaction on June 14, 2022, and ~~commenced a~~have since then continued our search for alternative acquisitions within the brokerage industry. Further, until we ~~have also~~are able to start this business, we recently ~~withdrawn our state~~elected to wind down the registration of a dormant investment advisor and ~~NFA registrations associated with our wholly owned subsidiary, SAFE Management, LLC (“SAFE Management”),~~commodity trading advisor we own as we concluded there to be no material benefit to retaining an interest in ~~a dormant investment advisor and commodity trading advisor. We plan~~these regulated businesses until we are able to ~~relaunch these~~launch our broader-based financial services ~~under the IFGH umbrella in the future to primarily focus on commodities and FOREX, however, most likely in conjunction with an acquisition within the brokerage industry.~~model.

Results of Operations

Three Months Ended June 30, ~~2022~~2023 Compared to Three Months Ended June 30, ~~2021~~2022

Revenues

	Three Months Ended June 30,				Increase			Three Months Ended June 30,				Increase
	2022		2021		(Decrease)			2023		2022		(Decrease)
	(unaudited)		(unaudited)					(unaudited)		(unaudited)
Subscription revenue, net of refunds, incentives, credits, and chargebacks	$	11,104,539	$	10,849,697	$	254,842		$	14,349,082	$	11,104,539	$	3,244,543
Mining revenue		3,058,144		8,371,562		(5,313,418	)		2,822,278		3,058,144		(235,866	)
Cryptocurrency revenue		516,960		6,405,306		(5,888,346	)		86,519		516,960		(430,441	)
Miner repair revenue		80,110		-		80,110
Miner equipment repair revenue									-		80,110		(80,110	)
Digital wallet revenue		5,868		-		5,868			-		5,868		(5,868	)
Total revenue, net	$	14,765,621	$	25,626,565	$	(10,860,944	)	$	17,257,879	$	14,765,621	$	2,492,258

Revenue, net, ~~decreased $10,860,944,~~increased $2,492,258 or ~~42%~~17%, from ~~$25,626,565 for the three months ended June 30, 2021, to~~ $14,765,621 for the three months ended June 30, ~~2022.~~2022, to $17,257,879 for the three months ended June 30, 2023. The ~~decrease~~increase can be explained by ~~$5.3~~a $3.2 million increases in our subscription revenue, offset by a $236 thousand, $430 thousand, $80 thousand, and ~~$5.8 million decreases~~$6 thousand decrease in our mining revenue, ~~and~~ cryptocurrency revenue, ~~respectively, offset by a $255 thousand increase in our net subscription revenue.~~miner repair revenue, and digital wallet revenue, respectively. The ~~$255 thousand (2%~~$3.2 million (29%) increase in subscription revenue was due to significant product enhancements and expansion into new markets globally, resulting in substantial growth in our membership; the ~~$5.3~~$236 thousand (8%) decrease in mining revenue was a result of the decrease in the value of Bitcoin, an increase in Bitcoin mining difficulty levels, the migration of mining servers to a new data center and increased hosting costs, partially offset by the replacement of older less efficient Bitcoin mining equipment with new generation higher performing miners.; and the $430 thousand (83%) decrease in cryptocurrency revenue was due to an overall decrease in the number of sales of NDAU packages.

Operating Costs and Expenses

	Three Months Ended June 30,					Increase
	2023		2022			(Decrease)
	(unaudited)		(unaudited)
Cost of sales and service	$	2,588,950	$	1,898,140		$	690,810
Commissions		8,204,112		6,445,793			1,758,319
Selling and marketing		276,620		23,511			253,109
Salary and related		1,777,796		1,641,345			136,451
Professional fees		423,657		770,345			(346,688	)
Impairment expense		-		6,383			(6,383	)
Loss (gain) on disposal of assets		163,951		(247,209	)		411,160
General and administrative		2,613,824		2,627,884			(14,060	)
Total operating costs and expenses	$	16,048,910	$	13,166,192		$	2,882,718

Operating costs increased $2,882,718, or 22%, from $13,166,192 for the three months ended June 30, 2022, to $16,048,910 for the three months ended June 30, 2023. The increase can be explained by an increase in commissions of $1.8 million, ~~(63%~~which was a result of increases in our subscription revenue, an increase in cost of sales and services of $691 thousand, which was a result of an increase in the cost of mining, an increase in loss (gain) on disposal of assets of $411 thousand, which was a result of a loss recognized during the current period after the discontinuance of our mining equipment repair business, an increase in salary and related costs of $136 thousand, which was a result of the recognition of more stock-based compensation during the current period, and an increase in selling and marketing costs of $241 thousand, which was mainly driven by an iGenius sales and marketing event. These increases were offset by a decrease in professional fees of $347 thousand due to decreased legal expenses.

Other Income and Expenses

	Three Months Ended June 30,
	2023			2022			Change
	(unaudited)			(unaudited)
Gain (loss) on debt extinguishment	$	-		$	455		$	(455	)
Gain (loss) on fair value of derivative liability		(5,099	)		61,679			(66,778	)
Realized gain (loss) on cryptocurrency		(13,727	)		(837,808	)		824,081
Interest expense		(4,675	)		(4,675	)		-
Interest expense, related parties		(309,670	)		(309,669	)		(1	)
Other income (expense)		422,882			26,626			396,256
Total other income (expense)	$	89,711		$	(1,063,392	)	$	1,153,103

We recorded other income of $89,711 for the three months ended June 30, 2023, which was a difference of $1,153,103, or 108%, from the prior period other expense of $1,063,392. The change is due to a decrease in the realized loss recorded on cryptocurrency in the current period of $14 thousand compared to a realized loss of $838 thousand in the prior period and an increase in Other income (expense) in the current period of $423 thousand compared to $26 thousand in the prior period, which was a result of ticket sales from a promotional event iGenius held during the quarter ended June 30, 2023.

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Revenues

	Six Months Ended June 30,				Increase
	2023		2022		(Decrease)
	(unaudited)		(unaudited)
Subscription revenue, net of refunds, incentives, credits, and chargebacks	$	25,541,193	$	24,835,209	$	705,984
Mining revenue		4,893,097		6,635,117		(1,742,020	)
Cryptocurrency revenue		366,819		957,376		(590,557	)
Miner equipment repair revenue		23,378		80,110		(56,732	)
Digital wallet revenue		-		5,868		(5,868	)
Total revenue, net	$	30,824,487	$	32,513,680	$	(1,689,193	)

Revenue, net, decreased $1,689,193, or 5%, from $32,513,680 for the six months ended June 30, 2022, to $30,824,487 for the six months ended June 30, 2023. The decrease can be explained by $1.7 million and $591 thousand decreases in our mining revenue and cryptocurrency revenue, respectively, offset by a $706 thousand increase in our net subscription revenue. The $706 thousand (3%) increase in subscription revenue was due to significant product enhancements and expansion into new markets globally, resulting in substantial growth in our membership; the $1.7 million (26%) decrease in mining revenue was a result of the decrease in the value of Bitcoin and an increase in the Bitcoin mining difficulty levels, ~~as well as,~~the migration of mining servers to a new data center and increased hosting costs, partially offset by the replacement of older ~~and~~ less efficient Bitcoin mining equipment ~~taken offline for repairs during the period;~~with new generation higher performing miners; and the ~~$5.8 million~~$591 thousand decrease in cryptocurrency revenue was due to an overall decrease in the number of sales of NDAU.

Operating Costs and Expenses

	Three Months Ended June 30,					Increase			Six Months Ended June 30,					Increase
	2022			2021		(Decrease)			2023		2022			(Decrease)
	(unaudited)			(unaudited)					(unaudited)		(unaudited)
Cost of sales and service	$	1,898,140		$	2,186,152	$	(288,012	)	$	4,466,878	$	3,728,481		$	738,397
Commissions		6,445,793			8,782,421		(2,336,628	)		14,733,205		13,829,481			903,724
Selling and marketing		23,511			39,849		(16,338	)		529,054		35,265			493,789
Salary and related		1,641,345			1,372,325		269,020			3,701,993		2,856,608			845,385
Professional fees		770,345			661,884		108,461			917,541		1,749,320			(831,779	)
Impairment expense		6,383			-		6,383			-		6,383			(6,383	)
Loss (gain) on disposal of assets		(247,209	)		-		(247,209	)		184,221		(271,509	)		455,730
General and administrative		2,627,884			2,046,484		581,400			4,690,254		4,695,700			(5,446	)
Total operating costs and expenses	$	13,166,192		$	15,089,115	$	(1,922,923	)	$	29,223,146	$	26,629,729		$	2,593,417

Operating costs ~~decreased $1,922,923,~~increased $2,593,417, or ~~13%~~10%, from ~~$15,089,115~~$26,629,729 for the ~~three~~six months ended June 30, ~~2021,~~2022, to ~~$13,166,192~~$29,223,146 for the ~~three~~six months ended June 30, ~~2022. We experienced a decrease~~2023. The increase can be explained by an increase in commissions of ~~$2.3 million,~~$904 thousand, which was a result of ~~decreases~~increases in our ~~cryptocurrency~~subscription revenue, ~~a decrease~~an increase in ~~our~~ cost of sales and services of ~~$288~~$738 thousand, ~~due to the relocation~~which was a result of ~~our miners and a related decrease in our mining costs that included hosting, electrical and power costs, and a $247 thousand~~an increase in ~~gain~~the cost of mining, an increase in loss (gain) on disposal of assets ~~where in~~of $456 thousand, which was a result of a loss recognized during the current period ~~we sold assets with a total net book value~~after the discontinuance of ~~$371 thousand for cash of $618 thousand, with no similar sales occurring in the prior period. These decreases were offset by~~our mining equipment repair business, an increase in salary and related costs of ~~$269~~$845 thousand, aswhich was a result of ~~general growth in~~ the ~~company, an increase in professional fees~~recognition of ~~$108 thousand due to higher legal fees,~~more stock-based compensation during the current period, and an increase in ~~general~~selling and ~~administrative~~marketing costs of ~~$581~~$494 thousand, which was mainly driven by ~~depreciation, as we purchased~~an iGenius sales and ~~deployed additional mining equipment during the current period, partially~~marketing event. These increases were offset by ~~lower banking fees.~~

a decrease in professional fees of $832 thousand due to decreased legal expenses.

Other Income and Expenses

Three Months Ended June 30,
2022 2021 Change
(unaudited) (unaudited)
Gain (loss) on debt extinguishment $ 455 $ 4,001 $ (3,546 )
Gain (loss) on fair value of derivative liability 61,679 236,648 (174,969 )
Realized gain (loss) on cryptocurrency (837,808 ) (1,282,970 ) 445,162
Interest expense (4,675 ) (5,934 ) 1,246
Interest expense, related parties (309,669 ) (759,686 ) 450,017
Other income (expense) 26,626 46,338 (19,712 )
Total other income (expense) $ (1,063,392 ) $ (1,761,603 ) $ 698,211

	Six Months Ended June 30,
	2023			2022			Change
	(unaudited)			(unaudited)
Gain (loss) on debt extinguishment	$	-		$	455		$	(455	)
Gain (loss) on fair value of derivative liability		3,657			37,836			(34,179	)
Realized gain (loss) on cryptocurrency		228,845			(1,020,597	)		1,249,442
Interest expense		(9,298	)		(9,298	)		-
Interest expense, related parties		(618,414	)		(2,029,134	)		1,410,720
Other income (expense)		595,505			57,853			537,652
Total other income (expense)	$	200,295		$	(2,962,885	)	$	3,163,180

We recorded other ~~expense~~income of ~~$1,063,392~~$200,295 for the ~~three~~six months ended June 30, ~~2022,~~2023, which was a difference of ~~$698,211,~~$3,163,180, or ~~40%~~107%, from the prior period other expense of ~~$1,761,603.~~$2,962,885. The change is due to a realized ~~loss~~gain recorded on cryptocurrency in the current period of ~~$837~~$229 thousand compared to a realized loss of ~~$1.3~~$1.0 million in the prior period, ~~plus~~less related party interest expense recorded in current period versus the prior period ($~~310~~618 thousand for the three months ended June 30, 2022 compared to $760 thousand for the three months ended June 30, 2021), offset by a gain on fair value of derivative liability in the current period of $62 thousand compared to a gain of $237 thousand in the prior period.

~~Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021~~

~~Revenues~~

Six Months Ended June 30, Increase
2022 2021 (Decrease)
(unaudited) (unaudited)
Subscription revenue, net of refunds, incentives, credits, and chargebacks $ 24,835,209 $ 18,799,414 $ 6,035,795
Mining revenue 6,635,117 16,708,921 (10,073,804 )
Cryptocurrency revenue 957,376 7,170,168 (6,212,792 )
Miner repair revenue 80,110 - 80,110
Digital wallet revenue 5,868 - 5,868
Fee revenue - 2,032 (2,032 )
Total revenue, net $ 32,513,680 $ 42,680,535 $ (10,166,855 )

~~Revenue, net, decreased $10,166,855, or 24%, from $42,680,535~~ for the six months ended June 30, 2021, to $32,513,680 for the six months ended June 30, 2022. The decrease can be explained by $10.1 million and $6.2 million decreases in our mining revenue and cryptocurrency revenue, respectively, offset by a $6.0 million increase in our net subscription revenue. The $6.0 million (32%) increase in subscription revenue was due to significant product enhancements and expansion into new markets globally, resulting in substantial growth in our membership; the $10.1 million (60%) decrease in mining revenue was a result of the decrease in the value of Bitcoin and an increase in the Bitcoin mining difficulty levels, as well as, older and less efficient Bitcoin mining equipment taken offline for repairs during the period; and the $6.2 million decrease in cryptocurrency revenue was due to an overall decrease in the number of sales of NDAU.

~~Operating Costs and Expenses~~

Six Months Ended June 30, Increase
2022 2021 (Decrease)
(unaudited) (unaudited)
Cost of sales and service $ 3,728,481 $ 5,084,659 $ (1,356,178 )
Commissions 13,829,481 13,867,300 (37,819 )
Selling and marketing 35,265 67,500 (32,235 )
Salary and related 2,856,608 2,562,466 294,142
Professional fees 1,749,320 1,312,365 436,955
Impairment expense 6,383 534,438 (528,055 )
Loss (gain) on disposal of assets (271,509 ) - (271,509 )
General and administrative 4,695,700 3,863,881 831,819
Total operating costs and expenses $ 26,629,729 $ 27,292,609 $ (662,880 )

Operating costs decreased $662,880, or 2%, from $26,929,729 for the six months ended June 30, 2021, to $26,078,383 for the six months ended June 30, 2022. We experienced a decrease in our cost of sales and services of $1.4 million due to the relocation of our miners and a related decrease in our mining costs that included hosting, electrical and power costs, a decrease in impairment expense of $528 thousand where in the prior period we wrote-off $534 thousand of intangible assets as a result of recoverability issues, with only a $6 thousand write-off of fixed assets occurring in the current period, and a $272 thousand increase in gain on disposal of assets, where in the current period we sold assets with a total net book value of $375 thousand for cash of $647 thousand, with no similar sales occurring in the prior period. These decreases were offset by an increase in salary and related of $294 thousand as a result of general growth in the company, an increase in professional fees of $437 thousand due to higher legal fees, and an increase in general and administrative costs of $832 thousand which was mainly driven by depreciation, as we purchased and deployed additional mining equipment during the current period, partially offset by lower banking fees.

~~Other Income and Expenses~~

Six Months Ended June 30,
2022 2021 Change
(unaudited) (unaudited)
Gain (loss) on debt extinguishment $ 455 $ 411,803 $ (411,348 )
Gain (loss) on fair value of derivative liability 37,836 51,911 (14,075 )
Realized gain (loss) on cryptocurrency (1,020,597 ) (758,758 ) (261,839 )
Interest expense (9,298 ) (11,803 ) 2,505
Interest expense, related parties (2,029,134 ) (1,133,766 ) (895,368 )
Other income (expense) 57,853 (86,902 ) 144,755 )
Total other income (expense) $ (2,962,885 ) $ (1,527,515 ) $ (1,435,370 )

We recorded other expense of $2,962,885 for the six months ended June 30, 2022, which was a difference of $1,435,370, or 94%, from the prior period other expense of $1,527,515. The change is due to a minimal gain on debt extinguishment recorded in the current period2023 compared to a gain of $412 thousand recorded in the prior period, a realized loss recorded on cryptocurrency in the current period of $1.0 million compared to a realized loss of $759 thousand in the prior period, and more related party interest expense recorded in current period versus the prior period ($2.0$2.0 million for the six months ended June 30, ~~2022~~2022), and an increase in Other income (expense) in the current period of $596 thousand compared to ~~$1.1 million for~~$58 thousand in the prior period, which was a result of ticket sales from a promotional event iGenius held during the six months ended June 30, ~~2021).~~2023. Amounts recorded in related party interest expense included the amortization of debt discounts, which was being recognized over the term of the debt, however, during the six months ended June 30, 2022, we repaid two of our related party notes early, which resulted in the recognition of $1.2 million of the amortization of the related debt discount amounts into interest.

Liquidity and Capital Resources

During the six months ended June 30, ~~2022,~~2023, we recorded net income from operations of ~~$2,279,321~~$1,601,341 and ~~generated $4,491,640 in cash through our operating activities.~~net income of $1,005,299. We used this cash, as well as other cash on hand, to fund operations, fund the purchase of ~~$11,187,053~~$2,408,658 worth of fixed assets, to repay ~~$2,493,013~~$450,258 worth of related party ~~payable,~~payables, and to ~~repurchase shares for $1,724,008.~~repay $483,566 worth of debt. As a result, our cash, cash equivalents, and restricted cash ~~decreased~~increased by ~~$11,059,490~~$350,192 to ~~$21,557,416~~$21,839,090 as compared to ~~$32,616,906~~$21,488,898 at the beginning of the fiscal year. As of June 30, ~~2022,~~2023, our current assets exceeded our current liabilities to result in working capital of ~~$15,509,390.~~$12,838,961. We believe we will have sufficient resources, including cash flow from operations and access to capital markets, to meet debt service obligations in a timely manner and be able to meet our short-term business objectives.

Critical Accounting Policies

Basis of ~~Presentation~~Accounting

Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. ~~Prior to September 20, 2021 we operated the Company on a March 31, fiscal year end. Effective September 30, 2021 we changed our fiscal year to December 31.~~

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the six months ended June, ~~30, 2022,~~2023, are not necessarily indicative of the operating results that may be expected for the filing of our December 31, ~~2022~~2023 Form 10-K. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, ~~2021~~2022 consolidated financial statements and notes thereto included in our Annual Report on Form ~~10-K for the year ended December 31, 2021.~~10-K.

Principles of Consolidation

Use of Estimates

~~Revenue Recognition~~Long-Lived Assets – Intangible Assets & License Agreement

We account for our cryptocurrencies and intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Our cryptocurrencies are deemed to have an indefinite useful life; therefore, amounts are not amortized, but rather are assessed for impairment as further discussed in our impairment policy. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.

We hold cryptocurrency-denominated assets and include them in our consolidated balance sheet as other assets. The value of our cryptocurrencies as of June 30, 2023 and December 31, 2022 were $2,056,858 ($1,929,788 current and $127,070 restricted long term) and $2,474,096 ($2,360,957 current and $113,139 restricted long term), respectively. Cryptocurrencies purchased or received for payment from customers are recorded in accordance with ASC 350-30 and cryptocurrencies awarded to the Company through its mining activities ($4,893,097 and $6,635,117 for the six months ended June 30, 2023 and 2022, respectively) are accounted for in connection with the Company’s revenue recognition policy. The use of cryptocurrencies is accounted for in accordance with the first in first out method of accounting. For the six months ended June 30, 2023 and 2022 we recorded realized gains (losses) on our cryptocurrency transactions of $228,845 and $(1,020,597), respectively.

On March 22, 2021, we entered into Securities Purchase Agreement to acquire the operating assets and intellectual property rights of MPower Trading Systems LLC, a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members. As a result, we obtained Prodigio, a proprietary software-based trading platform with applications within the brokerage industry, which was valued at $7,240,000 and recorded on our balance sheet as an intangible asset as of December 31, 2021. The intangible asset was expected to have a definite life, however, during the year ended December 31, 2022, the software had not been placed in service, therefore a useful life had not been assigned and no amortization had been recorded. Instead, as of December 31, 2022, the intangible asset was conservatively impaired due to a question on the recoverability of the value recorded.

Impairment of Long-Lived Assets

During the six months ended June 30, 2023, no impairment was recorded. During the six months ended June 30, 2022, we impaired our fixed assets with a cost basis of $14,875 due to the lack of use. We had recorded accumulated depreciation and accumulated amortization of $8,492 for the impaired assets through the date of impairment, therefore we recorded impairment expense of $6,383 during the six months ended June 30, 2022.

Revenue Recognition

Subscription Revenue

Most of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a designated trial period to first time subscription customers, during which a full refund can be requested if a customer does not wish to continue with the subscription. Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of June 30, ~~2022~~2023 and December 31, ~~2021~~2022, our deferred revenues were ~~$2,659,069~~$2,768,536 and ~~$3,288,443,~~$2,074,574, respectively.

Mining Revenue

Cryptocurrency Revenue

We generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with a third-party ~~suppliers.~~supplier. The various packages ~~include~~included different amounts of coin with differing rates of returns and terms ~~and, in some cases prior to January 2022, include a product protection option that allows the purchaser to protect their initial purchase price.~~. The ~~protection allows the purchaser to obtain 50% of their purchase price at five years or 100% of their purchase price at ten years. Both the~~ coin ~~and protection option are~~is delivered by a third-party ~~suppliers.~~supplier.

We recognize cryptocurrency revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for ~~the third-parties~~a third-party to provide coin ~~and protection (if applicable)~~ to our customers and payment is received from our customers at the time of order placement. All customers are given two weeks to request a refund, therefore we record a customer advance on our balance sheet upon receipt of payment. After the two weeks have passed from order placement, we request our third-party ~~suppliers~~supplier to deliver the coin, ~~and protection (if applicable),~~ at which time we recognize revenue and the amounts due to our ~~suppliers~~supplier on our books. As of June 30, ~~2022~~2023 and December 31, ~~2021~~2022, our customer advances related to cryptocurrency revenue were ~~$301,399~~$68,043 and ~~$75,702,~~$96,609, respectively.

~~Fee Revenue~~

~~Miner~~Mining Equipment Repair Revenue

Digital Wallet Revenue

Revenue generated for the six months ended June 30, 2023, was as follows:

	Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Miner Repair Revenue		Total
Gross billings/receipts	$	27,784,934		$	732,319		$	4,893,097	$	23,378	$	33,433,728
Refunds, incentives, credits, and chargebacks		(2,243,741	)		-			-		-		(2,243,741	)
Amounts paid to providers		-			(365,500	)		-		-		(365,500	)
Net revenue	$	25,541,193		$	366,819		$	4,893,097	$	23,378	$	30,824,487

For the six months ended June 30, 2023, foreign and domestic revenues were approximately $21.9 million and $8.9 million, respectively.

Revenue generated for the six months ended June 30, 2022, iswas as follows:

	Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Miner Repair Revenue		Digital Wallet Revenue			Total			Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Miner Repair Revenue		Digital Wallet Revenue			Total
Gross billings/receipts	$	26,448,766		$	1,874,382		$	6,635,117	$	80,110	$	7,157		$	35,045,532		$	26,448,766		$	1,874,382		$	6,635,117	$	80,110	$	7,157		$	35,045,532
Refunds, incentives, credits, and chargebacks		(1,613,557	)		-			-		-		-			(1,613,557	)		(1,613,557	)		-			-		-		-			(1,613,557	)
Amounts paid to providers		-			(917,006	)		-		-		(1,289	)		(918,295	)		-			(917,006	)		-		-		(1,289	)		(918,295	)
Net revenue	$	24,835,209		$	957,376		$	6,635,117	$	80,110	$	5,868		$	32,513,680		$	24,835,209		$	957,376		$	6,635,117	$	80,110	$	5,868		$	32,513,680

For the six months ended June 30, 2022 foreign and domestic revenues were approximately $21.9 million and $10.6 million, respectively.

Revenue generated for the ~~six~~three months ended June 30, ~~2021 is~~2023, was as follows:

	Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Fee Revenue		Total			Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Total
Gross billings/receipts	$	19,939,584		$	17,752,763		$	16,708,921	$	2,032	$	54,403,300		$	15,632,412		$	173,019		$	2,822,278	$	18,627,709
Refunds, incentives, credits, and chargebacks		(1,140,170	)		-			-		-		(1,140,170	)		(1,283,330	)		-			-		(1,283,330	)
Amounts paid to providers		-			(10,582,595	)		-		-		(10,582,595	)		-			(86,500	)		-		(86,500	)
Net revenue	$	18,799,414		$	7,170,168		$	16,708,921	$	2,032	$	42,680,535		$	14,349,082		$	86,519		$	2,822,278	$	17,257,879

For the ~~six~~three months ended June 30, ~~2021~~2023, foreign and domestic revenues were approximately ~~$19.4~~$12.2 million and ~~$23.3~~$5.1 million, respectively.

Revenue generated for the three months ended June 30, 2022, iswas as follows:

	Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Miner Repair Revenue		Digital Wallet Revenue			Total			Subscription Revenue			Cryptocurrency Revenue			Mining Revenue		Miner Repair Revenue		Digital Wallet Revenue			Total
Gross billings/receipts	$	11,754,793		$	1,035,960		$	3,058,144	$	80,110	$	7,157		$	15,936,164		$	11,754,793		$	1,035,960		$	3,058,144	$	80,110	$	7,157		$	15,936,164
Refunds, incentives, credits, and chargebacks		(650,254	)		-			-		-		-			(650,254	)		(650,254	)		-			-		-		-			(650,254	)
Amounts paid to providers		-			(519,000	)		-		-		(1,289	)		(520,289	)		-			(519,000	)		-		-		(1,289	)		(520,289	)
Net revenue	$	11,104,539		$	516,960		$	3,058,144	$	80,110	$	5,868		$	14,765,621		$	11,104,539		$	516,960		$	3,058,144	$	80,110	$	5,868		$	14,765,621

For the three months ended June 30, 2022 foreign and domestic revenues were approximately $9.9 million and $4.9 million, respectively.

~~Revenue generated for the three months ended June 30, 2021 is as follows:~~

Subscription
Revenue Cryptocurrency
Revenue Mining
Revenue Fee Revenue Total
Gross billings/receipts $ 11,532,061 $ 15,875,577 $ 8,371,562 $ - $ 35,779,200
Refunds, incentives, credits, and chargebacks (682,364 ) - - - (682,364 )
Amounts paid to providers - (9,470,271 ) - - (9,470,271 )
Net revenue $ 10,849,697 $ 6,405,306 $ 8,371,562 $ - $ 25,626,565

~~For the three months ended June 30, 2021 foreign and domestic revenues were approximately $11.8 million and $13.8 million, respectively.~~

~~Recently Issued~~Recent Accounting Pronouncements

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

Off-Balance Sheet Arrangements

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

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our ~~acting~~ Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our ~~acting~~ Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures were effective.

Changes in Internal Controls

There were no changes in our internal controls over financial reporting during the fiscal quarter ended June 30, ~~2022,~~2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

~~From time~~There have been no material changes to ~~time,~~this information since reported on in the ~~Company and our operating subsidiaries are involved in claims, proceedings and litigation, and subject to certain material risk factors, including those matters set forth in Item 3 of our~~ Annual Report on Form ~~10-KT~~10-K for the ~~nine months~~year ended December 31, ~~2021, as well as in any other reports filed by us with the Securities and Exchange Commission.~~2022.

ITEM 1.A – RISK FACTORS

~~Our business could be negatively affected if any of the third-party providers of products or services offered through our membership packages default on their obligation to our customers.~~

We generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with third-party suppliers, certain of which, until January 2022, included a product protection option provided by a third-party provider. According to marketing and legal documents provided by such third-party provider, the product protection would allow the purchaser to protect its initial purchase price by obtaining 50% of its purchase price at five years or 100% of its purchase price at ten years. I~~n January 2022, we suspended any further offering of the product protection option~~There have been no material changes in the cryptocurrency packages after the third-party provider was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality entitlements. That suspension will remain in place until we are able to further validate the continued integrity of the product protection and the vendor’s ability to honor its commitments to our members. We cannot ensure that such third-party provider will comply with its contractual requirements to our customers or with applicable laws, rules, and regulations. ~~Any significant failures by it could cause us to incur losses and could harm our reputation. In addition, failure of such~~ third-party supplier to comply with its contractual requirements could cause our members to not achieve the level of return on their investments expected, and possibly expose us to claims that could adversely damage our reputation, and have an adverse effect on our business, financial condition, and operating results.

~~Loss of a critical banking relationship could adversely impact our business, operating results, and financial condition.~~

Financial institutions in the United States and globally may, as a result of the myriad of regulations or the risks of crypto assets generally, decide to not provide account or other financial services to us or the cryptocurrency industry generally. Our current banking partner has recently notified us that it will be terminating its relationship with us. Although no specific explanation was offered, we have reason to believe it was due to the commonly perceived banking risk associated with the handling funds generated within the cryptocurrency business. The loss of this banking partner may ~~increase our operating costs as well as pose additional operational, logistical and security challenges as well as regulatory risks.~~ As well, it may complicate our efforts to establish or maintain new banking relationships. Although we are cautiously optimistic that we will be able to find an alternative banking source, an inability to establish a suitable commercial banking relationship for more than the short-term could have a material adverse impact upon our business.

~~In addition to the information set forth in this Form 10-Q, you should carefully consider~~ the risk factors ~~discussed in~~disclosed by us under Part I, Item ~~1A of our~~1A. Risk Factors contained in the Annual Report on Form ~~10-KT~~10-K for the ~~nine months~~year ended December 31, ~~2021.~~2022.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None~~None.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

On June 24, 2022, we undertook to restructure unvested incentive equity awards previously granted to our senior leadership team. The Company’s senior management team and board of directors unanimously agreed to surrender and terminate an aggregate of approximately 288 million outstanding unvested restricted shares in exchange for the issuance of options to purchase approximately 360 million shares, vesting in equal amounts over a five-year period, at an exercise price of $0.05 per share, or approximately a 66% premium over the closing price of the Company’s shares on Thursday, June 23, 2022. The exercise price and number of options into which the unvested restricted shares were surrendered (based on an exchange ratio of 1.25 to 1) were established by an independent valuation firm engaged by the Company that applied relevant valuation methodologies in a manner consistent with the Company’s recently completed December 31, 2021 audit. Of particular note, the shares issuable, if at all, upon exercise of the options, remain subject to the terms of the Company’s existing lock-up agreement through April 2025.None.

On August 12, 2022, we and DBR Capital, LLC, entered into a Fourth Amendment to the Amended and Restated Securities Purchase Agreement dated as of November 9, 2020 (the “Agreement”). The new amendment changes the deadlines for the fourth and fifth closings under the Agreement from December 31, 2022, to December 31, 2024. The fourth and fifth closings remain at the sole discretion of DBR Capital and we cannot provide any assurance that they will occur when contemplated or ever.

ITEM 6 – EXHIBITS

The following exhibits are filed as a part of this report:

Exhibit Number*	Title of Document	Location

Item 10	~~Material Contracts~~

~~10.98~~	~~Separation and Release Agreement by and among Investview, Inc., and Mario Romano and Wealth Engineering, LLC, dated as of January 6, 2022~~	~~Incorporated by reference to the Current Report on Form 8-K filed on January 10, 2022~~

~~10.99~~	~~Separation and Release Agreement by and among Investview, Inc., and Annette Raynor and Wealth Engineering, LLC, dated as of January 6, 2022~~	~~Incorporated by reference to the Current Report on Form 8-K filed on January 10, 2022~~

~~10.100~~	~~Employment Agreement between Investview, Inc., and Victor M. Oviedo, dated as of February 10, 2022~~	~~Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022~~

~~10.101~~	~~Indemnification Agreement between Investview, Inc., and Victor M. Oviedo, dated as of February 10, 2022~~	~~Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022~~

~~10.102~~	~~Victor M. Oviedo Joinder to Lock-Up Agreement dated March 22, 2021~~	~~Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022~~

~~10.103~~	~~Employment Agreement between Investview, Inc., and James R. Bell, dated as of February 22, 2022~~	~~Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022~~

~~10.104~~	~~Employment Agreement between Investview, Inc., and Myles Gill, dated as of February 21, 2022~~	~~Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022~~

~~10.105~~	~~Myles P. Gill Joinder to Lock-Up Agreement dated March 22, 2021~~	~~Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022~~

~~10.106~~	~~Form of Executive Indemnification Agreement in Use as of February 2022~~	~~Incorporated by reference to the Current Report on Form 8-K filed on February 23, 2022~~

~~10.107~~	~~Investview, Inc., 2022 Incentive Plan~~

~~10.108~~	~~Fourth Amendment to Amended and Restated Securities Purchase Agreement dated as of November 9, 2020~~	~~This filing.~~

~~Item~~ 31	Rule 13a-14(a)/15d-14(a) Certifications

31.01	Certification of ~~Acting~~ Principal Executive Officer Pursuant to Rule 13a-14	This filing.

31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	This filing.

Item 32	Section 1350 Certifications

32.01	Certification of ~~Acting~~ Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This filing.

32.02	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This filing.

Item 101***	Interactive Data File

101.INS	Inline XBRL Instance Document	This filing.

101.SCH	Inline XBRL Taxonomy Extension Schema	This filing.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase	This filing.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase	This filing.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase	This filing.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase	This filing.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	This filing.

*	All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit.

***

Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

SIGNATURE PAGE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INVESTVIEW, INC.

Dated: August ~~15, 2022~~14, 2023	By:	/s/ Victor M. Oviedo
		Victor M. Oviedo
		Chief Executive Officer
		(Principal Executive Officer)

Dated: August ~~15, 2022~~14, 2023	By:	/s/ Ralph R. Valvano
		Ralph R. Valvano
		Chief Financial Officer
		(Principal Financial Officer and Accounting Officer)

	June 30, 2022		December 31, 2021
Raw materials	$	226,503	$	-
Work in process		73,323		-
Finished goods		-		-
Total inventory	$	299,826	$	-

			Weighted
	Number of		Average
	Shares		Exercise Price
Warrants outstanding at December 31, 2021		1,178,320	$	0.10
Granted		-	$	-
Canceled/Expired		-	$	-
Exercised		-	$	-
Warrants outstanding at June 30, 2022		1,178,320	$	0.10


Purchase price (fair value of Units)	$	58,859,440
Intangible asset (Prodigio software)		7,240,000
Loss on asset acquisition	$	51,619,440