Investview Q3 profit of $8.99M includes $9.59M gain
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Investview, Inc. (INVU) reported third-quarter 2026 net revenue of $2,238,580, down from $8,129,005 a year earlier; nine-month revenue was $8,054,983 versus $26,490,800. Operating losses were $2,061,924 for the quarter and $6,356,253 for nine months. Net income was $8,992,952, alongside a $9,588,570 gain on investment and a $1,717,496 unrealized gain on digital assets. Investview said it sold its private SPV investment for $12.8 million, recognizing a $9.6 million gain.
Nine-month operating cash outflow was $7,127,408, and cash and equivalents were $12,943,275 as of September 30, 2026. Management said available working capital and liquid assets supported operations for at least the next twelve months. The Polish Office of Competition and Consumer Protection issued a decision imposing a PLN 14,668,589 fine (approximately $4 million) and a cease-and-desist order; Investview appealed, enforcement is not final pending appeal, and approximately $3.81 million was accrued. Bitcoin mining operations were discontinued in July 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQuarterly net income reached $8,992,952, versus a net loss of $852,363 a year earlier.
Negative
- Major pointPolish decision: PLN 14,668,589 fine; approximately $3.81 million accrued, appeal pending. 12% of market cap
- Moderate pointNine-month revenue fell to $8,054,983 from $26,490,800 a year earlier.
- Moderate pointNine-month operating cash outflow was $7,127,408, versus $3,105,886 in 2025.
Filing Explained
563,855,711 Class B units and 471,428,571 note-linked shares are potential, not completed, issuance; if issued, they would reduce existing holders’ percentage ownership.
This quarterly report discloses possible, rather than completed, share issuance through exchangeable units and convertible notes; if issued, those shares would reduce existing holders’ percentage ownership absent offsets.
Investview reports 563,855,711 Class B units that holders can exchange one-for-one for common shares, and 471,428,571 shares issuable upon conversion of notes.
Separately, 320,791,665 options to purchase common shares were outstanding at September 30, 2026, including 289,791,665 exercisable; none were exercised in the nine months ended September 30, 2026.
Key Figures
Key Terms
fair value financial
special purpose vehicle financial
working capital financial
anti-dilutive financial
discontinued operations financial
cease and desist regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did INVU report in Q3 2026?
Why did INVU report Q3 2026 net income despite an operating loss?
What was the Polish regulator's fine against INVU, and is the appeal pending?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
FOR THE QUARTERLY PERIOD ENDED
or
For the transition period from__________________ to _______________________.
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
| ☒ | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| ☒ | No | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| 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 Exchange Act).
| Yes | ☐ | No |
As
of November 6, 2026, there were
INVESTVIEW, INC.
Form 10-Q for the Three and Nine Months Ended September 30, 2026
Table of Contents
| PART I – FINANCIAL INFORMATION | 3 | |
| ITEM 1 – FINANCIAL STATEMENTS | 3 | |
| Condensed Consolidated Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025 | 3 | |
| Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) | 4 | |
| Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited) | 5 | |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 (Unaudited) | 6 | |
| Notes to Condensed Consolidated Financial Statements as of September 30, 2026 (Unaudited) | 7 | |
| ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 34 | |
| ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 42 | |
| ITEM 4 – CONTROLS AND PROCEDURES | 42 | |
| PART II – OTHER INFORMATION | 43 | |
| ITEM 1 – LEGAL PROCEEDINGS | 43 | |
| ITEM 1.A – RISK FACTORS | 43 | |
| ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 43 | |
| ITEM 3 – DEFAULTS UPON SENIOR SECURITIES | 43 | |
| ITEM 4 – MINE SAFETY DISCLOSURES | 43 | |
| ITEM 5 – OTHER INFORMATION | 43 | |
| ITEM 6 – EXHIBITS | 44 | |
| SIGNATURE PAGE | 45 |
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS
INVESTVIEW, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid assets | ||||||||
| Deposits, current | ||||||||
| Receivables | ||||||||
| Inventory | ||||||||
| Income tax paid in advance | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| Fixed assets, net | ||||||||
| Fixed assets, net of discontinued operations | - | |||||||
| Total fixed assets, net | ||||||||
| Other assets: | ||||||||
| Digital assets | ||||||||
| Equity investment | - | |||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use asset | ||||||||
| Deposits | ||||||||
| Other assets of discontinued operations | - | |||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Payroll liabilities | ||||||||
| Income tax payable | ||||||||
| Deferred revenue | ||||||||
| Dividend liability | ||||||||
| Operating lease liability, current | ||||||||
| Related party debt, net of discounts, current | ||||||||
| Debt, net of discounts, current | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability, long term | - | |||||||
| Accrued liabilities, long term | ||||||||
| Related party debt, net of discounts, long term | ||||||||
| Debt, net of discounts, long term | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | - | - | ||||||
| Stockholders’ equity (deficit): | ||||||||
| Preferred stock, par value: $ | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid in capital | ||||||||
| Treasury stock, at cost, | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income (loss) | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated noncontrolling interest | ||||||||
| Total stockholders’ equity (deficit) | ||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
INVESTVIEW, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME (LOSS)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue: | ||||||||||||||||
| Membership revenue, net of refunds, incentives, credits, and chargebacks | $ | $ | $ | $ | ||||||||||||
| Health and wellness product sales | ||||||||||||||||
| Coffee sales | - | - | ||||||||||||||
| Other revenue | ||||||||||||||||
| Total revenue, net | ||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Cost of sales and service | ||||||||||||||||
| Commissions | ||||||||||||||||
| Salary and related | ||||||||||||||||
| Professional fees | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||
| Net income (loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Gain (loss) on settlement | - | ( | ) | - | ( | ) | ||||||||||
| Gain (loss) on investment | - | - | ||||||||||||||
| Gain (loss) on fair value of derivative liability | - | ( | ) | - | ||||||||||||
| Realized gain (loss) on digital assets | ( | ) | ( | ) | ( | ) | ||||||||||
| Unrealized gain (loss) on digital assets | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense, related parties | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Total other income (expense) | ||||||||||||||||
| Income (loss) from continued operations before income taxes | ( | ) | ||||||||||||||
| Income tax benefit (expense) | ( | ) | - | ( | ) | ( | ) | |||||||||
| Net income (loss) of continued operations | ( | ) | ||||||||||||||
| Discontinued operations: | ||||||||||||||||
| Net income (loss) of discontinued operations before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax benefit (expense) | - | - | ||||||||||||||
| Net income (loss) of discontinued operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Net income (loss) attributable to noncontrolling interest | ( | ) | ||||||||||||||
| Net income (loss) attributable to Investview, Inc. | ( | ) | ( | ) | ||||||||||||
| Dividends on Preferred Stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) applicable to common shareholders | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Continuing operations: | ||||||||||||||||
| Basic income (loss) per common share | $ | $ | ( | ) | $ | $ | ||||||||||
| Diluted income (loss) per common share | $ | $ | ( | ) | $ | $ | ||||||||||
| Basic weighted average number of common shares outstanding | ||||||||||||||||
| Diluted weighted average number of common shares outstanding | ||||||||||||||||
| Discontinuing operations: | ||||||||||||||||
| Basic income (loss) per common share | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Diluted income (loss) per common share | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Basic weighted average number of common shares outstanding | ||||||||||||||||
| Diluted weighted average number of common shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
INVESTVIEW, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid in | Treasury Stock | Comprehensive | Accumulated | Noncontrolling | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Shares | Amount | Income (Loss) | Deficit | Interest | Total | ||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | - | $ | - | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||
| Cumulative effect adjustment upon adoption of ASU 2023-08 | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Common stock issued for services and other stock-based compensation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Common stock repurchased and held as treasury stock | - | - | - | - | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||
| Common stock issued for services and other stock-based compensation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Common stock repurchased and held as treasury stock | - | - | - | - | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||
| Common stock issued for services and other stock-based compensation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Common stock repurchased and held as treasury stock | - | - | - | - | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||
| Common stock issued for services and other stock-based compensation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Common stock repurchased and held as treasury stock | - | - | - | - | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||
| Common stock issued for services and other stock-based compensation | - | - | - | - | ( | ) | - | - | - | - | - | ( | ) | |||||||||||||||||||||||||||||||
| Common stock repurchased and held as treasury stock | - | - | - | - | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||
| Common stock issued for services and other stock-based compensation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
| Common stock repurchased and held as treasury stock | - | - | - | - | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Dividends | - | - | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
INVESTVIEW, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2026 | 2025 | |||||||
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | $ | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of debt discount | ||||||||
| Stock issued for services and other stock-based compensation | ||||||||
| Lease cost, net of repayment | ( | ) | ||||||
| (Gain) loss on fair value of derivative liability | - | ( | ) | |||||
| (Gain) loss on investment | ( | ) | - | |||||
| Change in fair value of digital assets | ( | ) | ( | ) | ||||
| Realized (gain) loss on digital assets | ( | ) | ||||||
| Digital assets collected for membership revenue | ( | ) | ( | ) | ||||
| Operating expenses paid with digital assets | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Receivables | ( | ) | ||||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaid assets | ( | ) | ||||||
| Income tax paid in advance | - | |||||||
| Deposits | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Income tax payable | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Accrued interest | ||||||||
| Accrued interest, related parties | ||||||||
| Net cash provided by (used in) operating activities - continuing | ( | ) | ||||||
| Net cash provided by (used in) operating activities - discontinuing | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of digital assets | ( | ) | ( | ) | ||||
| Proceeds from sale of digital assets | ||||||||
| Cash received from sale of Dream SPV investment | - | |||||||
| Cash paid for Dream SPV investment | ( | ) | - | |||||
| Cash paid for fixed assets | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities - continuing | ( | ) | ||||||
| Net cash provided by (used in) investing activities - discontinuing | - | |||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayments for related party debt | ( | ) | ( | ) | ||||
| Repayments for debt | ( | ) | ( | ) | ||||
| Proceeds from debt | - | |||||||
| Purchase of Treasury Stock | ( | ) | ( | ) | ||||
| Payments for shares repurchased from former related parties | - | ( | ) | |||||
| Dividends paid | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities - continuing | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities - discontinuing | - | - | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents - beginning of period | ||||||||
| Cash and cash equivalents - end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Non-cash investing and financing activities - continuing: | ||||||||
| Digital assets collected for deferred coffee sales | $ | $ | - | |||||
| Dividends declared | $ | $ | ||||||
| Dividends paid with digital assets | $ | $ | ||||||
| Cumulative effect adjustment upon adoption of ASU 2023-08 | $ | - | $ | |||||
| Non-cash investing and financing activities - discontinuing: | ||||||||
| Digital assets received from sale of fixed assets | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
INVESTVIEW, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2026
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Organization
Investview,
Inc. was incorporated on
Effective
April 1, 2017, we closed on a Contribution Agreement with the members of Wealth Generators, LLC, a limited liability company (“Wealth
Generators”), pursuant to which the Wealth Generators members contributed
On
June 6, 2017, we entered into an Acquisition Agreement with Market Trend Strategies, LLC, a company whose members are also former members
of our management. Under the Acquisition Agreement, we spun off our operations that existed prior to the merger with Wealth Generators
and sold the intangible assets used in those pre-merger operations in exchange for Market Trend Strategies’ assumption of $
On February 28, 2018, we filed a name change for Wealth Generators, LLC to Kuvera, LLC (“Kuvera”).
On January 17, 2019, we renamed our non-operating wholly owned subsidiary WealthGen Global, LLC to SAFETek, LLC, a Utah limited liability company.
On January 11, 2021, we filed a name change for Kuvera, LLC to iGenius, LLC (“iGenius”) and on February 2, 2021, we filed a name change for Kuvera (N.I.) Limited to iGenius Global LTD.
On September 20, 2021, the Board of Directors approved a change in our fiscal year from March 31 to December 31.
On February 19, 2026, we changed the name of our wholly-owned subsidiary iGenius, LLC to Conectiv LLC to reflect a strategic shift from focusing solely on financial education to a broader, more comprehensive ecosystem that includes health, wellness, and lifestyle products.
On July 8, 2026, the Company discontinued operations of its subsidiary SAFETek, LLC.
Nature of Business
We operate a diversified series of business units across key sectors, including a direct-to-consumer (“DTC”) marketing platform designed to promote, sell, and distribute its products and services through a global network of independent distributors directly to end users without reliance on traditional retail intermediaries; a manufacturing, marketing, and sales division focused on proprietary over-the-counter aesthetics, health, nutrition and cognitive wellness products for distribution across wholesale and retail markets through our DTC marketing platform and otherwise; and an early-stage online trading platform that intends to offer self-directed retail brokerage services. A bitcoin mining business that we previously operated through the first week of July 2026 has been terminated and those operations have been discontinued.
| 7 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the nine months ended September 30, 2026, are not necessarily indicative of the operating results that may be expected for our year ending December 31, 2026, as will be included in the filing of our Annual Report on Form 10-K for the year ending December 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2025 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Principles of Consolidation
The
consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries: Conectiv LLC, SAFETek,
LLC, Investview Financial Group Holdings, LLC, Opencash Finance, Inc., Opencash Securities, LLC, Investview MTS, LLC, myLife Wellness
Company, myLife Wellness LLC, and Renu Laboratories LLC. The Company also owns
Discontinued Operations
The Company follows the provisions of ASC 205-20, Presentation of Discontinued Operations, which requires separate reporting if a component of the company is disposed of or is classified as held for sale. In order to recognize discontinued operation, a major product line or division of an entity must be both a component and a strategic shift in operations. The Company assessed its digital asset mining business and determined it met the criteria of ASC 205-20. We disclosed our discontinued operations separately in the condensed consolidated balance sheets, statements of operations and other comprehensive income (loss), and statements of cash flows as discontinued operations. See NOTE 13 – DISCONTINUED OPERATIONS.
Operating Segments
Operating
segments are defined as components of an entity for which separate financial information is available that is regularly reviewed by the
chief operating decision maker (“CODM”). The CODM is composed of several members of its executive management team, including
the Chief Executive Officer, President and Chief Operating Officer, and the Chief Financial Officer. The CODM uses segment net income
from operations to assess the performance of, manage the operations of, and allocate capital and operational resources to the Company’s
Financial Statement Reclassification
Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.
Use of Estimates
The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
| 8 |
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 Federal Deposit
Insurance Corporation (“FDIC”) insurance limit of $
Cash Equivalents
For
purposes of reporting cash flows, we consider all highly liquid debt instruments purchased with a maturity of three months or less to
be cash equivalents. As of September 30, 2026, and December 31, 2025, we had
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.
Receivables were made up of the following as of each balance sheet date:
SCHEDULE OF RECEIVABLES
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Due from merchant processors | $ | $ | ||||||
| Held in reserve by merchant processors for future returns and chargebacks | ||||||||
| Due from payout service providers | ||||||||
| Accounts and other receivables | ||||||||
| Receivable, gross | ||||||||
| Allowance for doubtful accounts | ( | ) | - | |||||
| Receivables | $ | $ | ||||||
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 | September 30, | December 31, | ||||||||||
| (years) | 2026 | 2025 | ||||||||||
| Furniture, fixtures, and equipment | $ | $ | ||||||||||
| Computer equipment | ||||||||||||
| Manufacturing equipment | ||||||||||||
| Gross book value | ||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||||
| Net book value | $ | $ | ||||||||||
| 9 |
Total
depreciation expense for the nine months ended September 30, 2026 and 2025, was $
Digital Assets
Digital assets are included in non-current assets on the Consolidated Balance Sheets due to the Company’s intent to retain and hold bitcoin. Proceeds from the sale of digital assets and the purchase of digital assets are included within investing activities in the accompanying Consolidated Statement of Cash Flows. Digital Assets awarded to the Company through its mining activities and collected for membership revenue are accounted for in connection with the Company’s revenue recognition policy. Following the adoption of Accounting Standards Update (“ASU”) 2023-08 effective January 1, 2025, the Company measures digital assets at fair value with changes recognized in other income (expense) in the Consolidated Statement of Operations. The Company tracks its cost basis of digital assets by-wallet in accordance with the first-in-first-out (“FIFO”) method of accounting. Refer to “NOTE 5 – DIGITAL ASSETS”, for further information regarding the Company’s impact of the adoption of ASU 2023-08, as defined below.
Equity investments without readily determinable fair values
Equity investments without readily determinable fair values are accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. Changes in value and impairments of equity investments without readily determinable fair values are recognized in “Gain (loss) on investment” in our condensed consolidated statement of operations. Equity investments without readily determinable fair values are presented as “Equity investment” in our consolidated balance sheet (see NOTE 12).
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not subject to amortization, and instead, assessed for impairment annually at the end of each fiscal year, or more frequently when events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 - Intangibles - Goodwill and Other.
The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, in which case a quantitative impairment test is not required.
As provided for by ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, the quantitative goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not impaired. An impairment loss is recognized for any excess of the carrying amount of the reporting unit over its fair value up to the amount of goodwill allocated to the reporting unit.
On
October 11, 2024, through a wholly owned subsidiary, the Company closed on the purchase of the business and assets of Renu Labs, a manufacturer
of proprietary and other health, beauty, and wellness products. The transaction was accounted for as a business combination using the
acquisition method of accounting in accordance with the ASC Topic 805 which resulted in $
Intangible Assets
We account for our intangible assets in accordance with FASB ASC Subtopic 350-30, General Intangibles Other Than Goodwill (“ASC 350-30”), and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets (“ASC 360-10-05”). ASC 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Under ASC 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.
| 10 |
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 us be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.
We evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. During the nine months ended September 30, 2026 and 2025, no impairment was recorded.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability.
U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:
| Level 1: | Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access. | |
| Level 2: | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: |
| - | quoted prices for similar assets or liabilities in active markets; | |
| - | quoted prices for identical or similar assets or liabilities in markets that are not active; | |
| - | inputs other than quoted prices that are observable for the asset or liability; and | |
| - | inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| Level 3: | Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). |
Our financial instruments consist of cash, accounts receivable and accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of September 30, 2026, and December 31, 2025, approximates the fair value due to their short-term nature or interest rates.
Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of September 30, 2026:
SCHEDULE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Digital assets (see NOTE 5) | $ | $ | - | $ | - | $ | ||||||||||
| Total Assets | $ | $ | - | $ | - | $ | ||||||||||
| Total Liabilities | $ | - | $ | - | $ | - | $ | - | ||||||||
| 11 |
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, 2025:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Digital assets (see NOTE 5) | $ | $ | - | $ | - | $ | ||||||||||
| Total Assets | $ | $ | - | $ | - | $ | ||||||||||
| Total Liabilities | $ | - | $ | - | $ | - | $ | - | ||||||||
Revenue Recognition
Membership Revenue
Most
of our revenue is generated by membership sales and payment is received at the time of purchase. In some cases, customers use earned
commissions to pay or partially pay for a membership. We recognize membership revenue in accordance with ASC Subtopic 606-10, Revenue
from Contracts with Customers (“ASC 606-10”), where revenue is measured based on a consideration specified in a contract
with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to
provide our tools, products, and content over a fixed membership period; therefore, we recognize revenue ratably over the membership
period and deferred revenue is recorded for the portion of the membership period subsequent to each reporting date. Additionally, we
offer a designated trial period to first-time membership customers, during which a full refund can be requested if a customer does not
wish to continue with the membership. Revenues are deferred during the trial period as collection is not probable until that time has
passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of September
30, 2026, and December 31, 2025, our deferred revenues for membership revenue were $
Health and Wellness Product Sales and Other Revenue
Through
our wholly owned subsidiary, Renu Laboratories LLC, we generate revenue by manufacturing and selling health, beauty, and wellness products.
We recognize health and wellness product sales revenue in accordance with ASC 606-10. The Company’s performance obligation is complete
when control of the promised goods is transferred to a customer, at which time the Company recognizes revenue in an amount that reflects
the consideration the Company expects to receive in exchange for those goods. The Company terms for the sale are based on free on board
(FOB) shipping point, where the control passes to the customer once the product leaves our warehouse. The Company determines collectability
by requiring certain customers to pay before control is transferred and by performing ongoing credit evaluations and monitoring customer
accounts receivable balances. As of September 30, 2026, and December 31, 2025, deposits collected from customers for orders to be filled
at a future date were $
Shipping and direct costs charged to customers, along with fees collected from customers for storing their products in our warehouse facility located in Warminster, Pennsylvania are included in revenue as Other Revenue. Shipping and direct costs incurred by the Company are included in Cost of Sales and Service.
Coffee Sales
In
January 2026, the Company started selling a proprietary brand of coffee. The Company’s performance obligation is to deliver the
coffee to customers. Therefore, revenue is recognized once delivery occurs. Customers remit payment at the time of order placement, therefore
payment received by the Company prior to coffee delivery is recorded as deferred revenue. As of September 30, 2026, the Company had $
| 12 |
Revenue generated for the three months ended September 30, 2026, was as follows:
SCHEDULE OF REVENUE GENERATED
| Membership revenue | Health and wellness product sales | Coffee Sales | Other Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | $ | $ | $ | $ | |||||||||||||||
| Refunds, incentives, credits, and chargebacks | ( | ) | - | ( | ) | - | ( | ) | ||||||||||||
| Net revenue | $ | $ | $ | $ | $ | |||||||||||||||
Foreign
revenues for the three months ended September 30, 2026 were approximately $
Revenue generated for the three months ended September 30, 2025, was as follows:
| Membership revenue | Health and wellness product sales | Other Revenue | Total | |||||||||||||
| Gross billings/receipts | $ | $ | $ | $ | ||||||||||||
| Refunds, incentives, credits, and chargebacks | ( | ) | ( | ) | - | ( | ) | |||||||||
| Net revenue | $ | $ | $ | $ | ||||||||||||
Foreign
revenues for the three months ended September 30, 2025, were approximately $
Revenue generated for the nine months ended September 30, 2026, was as follows:
| Membership revenue | Health and wellness product sales | Coffee Sales | Other Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | $ | $ | $ | $ | |||||||||||||||
| Refunds, incentives, credits, and chargebacks | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||
| Net revenue | $ | $ | $ | $ | $ | |||||||||||||||
Foreign
revenues for the nine months ended September 30, 2026 were approximately $
Revenue generated for the nine months ended September 30, 2025, was as follows:
| Membership revenue | Health and wellness product sales | Other Revenue | Total | |||||||||||||
| Gross billings/receipts | $ | $ | $ | $ | ||||||||||||
| Refunds, incentives, credits, and chargebacks | ( | ) | ( | ) | - | ( | ) | |||||||||
| Net revenue | $ | $ | $ | $ | ||||||||||||
| 13 |
Foreign
revenues for the nine months ended September 30, 2025, were approximately $
Advertising, Selling and Marketing Costs
We
expense advertising, selling, and marketing costs as incurred. Advertising, selling, and marketing costs include costs of promoting our
product worldwide, including promotional events. Advertising, selling, and marketing expenses for the nine months ended September 30,
2026, and 2025, totaled $
Cost of Sales and Service
Included
in our costs of sales and services are mainly amounts paid to our trading and market experts that provide financial education
content and tools to our membership customers, the raw material and manufacturing costs of our health and wellness product sales,
and the coffee costs for our coffee sales. Costs of sales and services for the nine months ended September 30, 2026 and 2025,
totaled $
Inventory
Inventory consists of raw materials, work in progress, and finished goods to be sold as part of our health and wellness product sales. Inventory is valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method and is inclusive of any shipping and tax costs.
Inventory was made up of the following at each balance sheet date:
SCHEDULE OF INVENTORY
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Finished goods | $ | $ | ||||||
| Work in process | ||||||||
| Raw materials | ||||||||
| Inventory | $ | $ | ||||||
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 statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities, including operating losses and credit carryforwards, using enacted tax rates in effect for the year in which the differences are expected to reverse.
Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. Deferred tax assets are reduced by a valuation allowance if, based on the consideration of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Changes in assumptions in future periods may require we adjust our valuation allowance, which could materially impact our financial position and results of operations. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on its income tax return, if such a position is more likely than not to be sustained.
Net Income (Loss) per Share
We follow ASC Subtopic 260-10, Earnings per Share, which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. 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.
Due to the net loss of continued and discontinued operations for the three months ended September 30, 2025, basic and diluted income per share were the same, as all securities had an anti-dilutive effect.
| 14 |
The following table presents potentially dilutive securities that were not included in the computation of diluted net income of continued and discontinued operations per share for the three months ended September 30, 2025, as their inclusion would be anti-dilutive.
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES
| Weighted average options to purchase common stock | ||||
| Weighted average warrants to purchase common stock | ||||
| Common stock issuable upon conversion of notes | ||||
| Common stock issuable upon conversion of non-voting membership interest |
The following table illustrates the computation of diluted earnings per share of continued operations for the three months ended September 30, 2026.
SCHEDULE OF COMPUTATION OF DILUTED EARNINGS PER SHARE OF CONTINUED OPERATIONS
| Net income from continued operations | $ | |||
| Less: net income attributable to noncontrolling interest | ||||
| Less: preferred dividends | ( | ) | ||
| Add: interest expense on convertible debt | ||||
| Net income from continued operations available to common shareholders (numerator) | $ | |||
| Basic weighted average number of common shares outstanding | ||||
| Dilutive impact of convertible notes | ||||
| Dilutive impact of non-voting membership interest | ||||
| Diluted weighted average number of common shares outstanding (denominator) | ||||
| Diluted income from continued operations per common share | $ |
The following table presents potentially dilutive securities that were not included in the computation of diluted net income of continued operations per share for the three months ended September 30, 2026, as their inclusion would be anti-dilutive.
| Weighted average options to purchase common stock |
The following table illustrates the computation of diluted earnings per share of discontinued operations for the three months ended September 30, 2026.
| Net income from discontinued operations | $ | |||
| Less: net income attributable to noncontrolling interest | ||||
| Less: preferred dividends | ( | ) | ||
| Add: interest expense on convertible debt | ||||
| Net income from continued operations available to common shareholders (numerator) | $ | |||
| Basic weighted average number of common shares outstanding | ||||
| Dilutive impact of convertible notes | ||||
| Dilutive impact of non-voting membership interest | ||||
| Diluted weighted average number of common shares outstanding (denominator) | ||||
| Diluted income from continued operations per common share | $ |
| 15 |
The following table presents potentially dilutive securities that were not included in the computation of diluted net income of discontinued operations per share for the three months ended September 30, 2026, as their inclusion would be anti-dilutive.
| Weighted average options to purchase common stock |
Due to the net loss of discontinued operations for the nine months ended September 30, 2026 and the net loss of discontinued operations for the nine months ended September 30, 2025, basic and diluted income per share were the same, as all securities had an anti-dilutive effect.
The following table presents potentially dilutive securities that were not included in the computation of diluted net income of discontinued operations per share for the nine months ended September 30, 2026 and the net loss of discontinued operations for the nine months ended September 30, 2025, as their inclusion would be anti-dilutive.
| September 30, 2026 | September 30, 2025 | |||||||
| Weighted average options to purchase common stock | ||||||||
| Weighted average warrants to purchase common stock | ||||||||
| Common stock issuable upon conversion of notes | ||||||||
| Common stock issuable upon conversion of non-voting membership interest | ||||||||
The following table illustrates the computation of diluted earnings per share of continued operations for the nine months ended September 30, 2026 and 2025.
| September 30, 2026 | September 30, 2025 | |||||||
| Net income from continued operations | $ | $ | ||||||
| Less: net income attributable to noncontrolling interest | ( | ) | ( | ) | ||||
| Less: preferred dividends | ( | ) | ( | ) | ||||
| Add: interest expense on convertible debt | ||||||||
| Net income from continued operations available to common shareholders (numerator) | $ | $ | ||||||
| Basic weighted average number of common shares outstanding | ||||||||
| Dilutive impact of convertible notes | ||||||||
| Dilutive impact of non-voting membership interest | ||||||||
| Diluted weighted average number of common shares outstanding (denominator) | ||||||||
| Diluted income from continued operations per common share | $ | $ | ||||||
The following table presents potentially dilutive securities that were not included in the computation of diluted net income of continued operations per share for the nine months ended September 30, 2026 and 2025, as their inclusion would be anti-dilutive.
| September 30, 2026 | September 30, 2025 | |||||||
| Weighted average options to purchase common stock | ||||||||
| Weighted average warrants to purchase common stock | ||||||||
| 16 |
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 the 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 the commencement date in determining the present value of lease payments. We have elected not to apply the recognition requirements of ASC Topic 842, Leases, to short-term leases (leases with terms of twelve months or less). Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. We have elected the practical expedient and will not separate non-lease components from lease components and will instead account for each separate lease component and non-lease component associated with the lease components as a single lease component.
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). The amendments in ASU 2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company adopted ASU 2023-08 for the year ended December 31, 2025, effective as of January 1, 2025, which had a material impact on the financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025. The amendments only impact disclosures and did not have an impact on the Company’s financial condition and results of operations.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires, in the notes to the financial statements, disclosures of specified information about certain costs and expenses specified in the updated guidance. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company did not elect early adoption and is evaluating the impact the updated guidance will have on its disclosures in 2027.
We have noted no other recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material impact on our financial statements.
NOTE 4 – LIQUIDITY
During
the nine months ended September 30, 2026, we recorded a net loss from operations of $
| 17 |
The
Company’s capital is generally used to support operations and capital expenditures. However, the Company also, from time-to-time,
will review potential investments that it believes present unique situations to participate in growth opportunities. Two such opportunities
presented themselves when the Company, during October 2025 and March 2026, invested an aggregate of $
Although
the Company is not in the business of making investments in private securities, these investments were viewed by the Board of
Directors as a strategic investment intended to access a possible growth opportunity that takes advantage of renewed momentum around
modular, rapidly deployable energy systems, supported by recent federal initiatives and Department of Energy programs promoting
advanced-reactor innovation. Ultimately, during the nine months ended September 30, 2026, we sold our $
At
September 30, 2026, we had working capital of $
NOTE 5 – DIGITAL ASSETS
Adoption of ASU No. 2023-08, Accounting for and Disclosure of Crypto Assets
Effective
January 1, 2025, the Company adopted ASU 2023-08, which requires entities to measure crypto assets at fair value with changes recognized
in the Statement of Operations each reporting period. The Company’s digital assets are within the scope of ASU 2023-08, and the
transition guidance requires a cumulative-effect adjustment as of the beginning of the fiscal year of adoption for any difference between
the carrying amount of the Company’s digital assets and fair value. As a result of the Company’s adoption of ASU 2023-08,
the Company recorded a $
The following table presents the Company’s Digital Asset holdings as of September 30, 2026:
SCHEDULE OF DIGITAL ASSETS
| Quantity | Cost Basis | Fair Value | ||||||||||
| Bitcoin | $ | $ | ||||||||||
| USDC | ||||||||||||
| USDT | ||||||||||||
| Total digital assets held as of September 30, 2026 | $ | $ | ||||||||||
| 18 |
The following table presents a roll-forward of total digital assets for the nine months ended September 30, 2026, based on the fair value model under ASU 2023-08:
SCHEDULE OF DIGITAL ASSETS ACTIVITY
| Fair Value | ||||
| Balance as of December 31, 2025 | $ | |||
| Beginning balance, fair value | $ | |||
| Cumulative effect adjustment upon adoption of ASU 2023-08 | ||||
| Revenue recognized from Bitcoin mined (15.34 Bitcoin) | ||||
| Digital assets collected from membership revenue | ||||
| Digital assets collected for deferred coffee sales | ||||
| Purchase of digital assets | ||||
| Digital assets received from sale of fixed assets | ||||
| Proceeds from sale of digital assets | ( | ) | ||
| Operating expenses paid with digital assets | ( | ) | ||
| Dividends paid via digital assets | ( | ) | ||
| Realized gain (loss) on digital assets | ( | ) | ||
| Change in fair value of digital assets | ||||
| Balance as of September 30, 2026 | $ | |||
| Ending balance, fair value | $ | |||
The following table presents a roll-forward of total digital assets for the nine months ended September 30, 2025, based on the fair value model under ASU 2023-08:
| Fair Value | ||||
| Balance as of December 31, 2024 | $ | |||
| Beginning balance, fair value | $ | |||
| Cumulative effect adjustment upon adoption of ASU 2023-08 | ||||
| Revenue recognized from Bitcoin mined (25.20 Bitcoin) | ||||
| Digital assets collected from membership revenue | ||||
| Digital assets received from sale of fixed assets | ||||
| Purchase of digital assets | ||||
| Proceeds from sale of digital assets | ( | ) | ||
| Operating expenses paid with digital assets | ( | ) | ||
| Dividends paid via digital assets | ( | ) | ||
| Realized gain (loss) on digital assets | ||||
| Change in fair value of digital assets | ||||
| Balance as of September 30, 2025 | $ | |||
| Ending balance, fair value | $ | |||
NOTE 6 – RELATED-PARTY TRANSACTIONS
Related Party Debt
Our related-party payables consisted of the following:
SCHEDULE OF RELATED PARTY PAYABLES
| September 30, 2026 | December 31, 2025 | |||||||
| Convertible Promissory Note entered into on 4/27/20, net of debt discount of $ | $ | $ | ||||||
| Convertible Promissory Note entered into on 5/27/20, net of debt discount of $ | ||||||||
| Convertible Promissory Note entered into on 11/9/20, net of debt discount of $ | ||||||||
| Working Capital Promissory Note entered into on 3/22/21 [4] | ||||||||
| Total related-party debt | ||||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Related-party debt, long term | $ | $ | ||||||
| [1] |
| 19 |
| [2] | |
| [3] | |
| [4] |
The
loans referenced in footnotes 1-3 above were advanced under a Securities Purchase Agreement we entered into on April 27, 2020, with DBR
Capital. Under the Securities Purchase Agreement (which was subsequently amended and restated), DBR Capital agreed to advance up to $
On February 28, 2025, we and DBR Capital entered into a Fifth Amendment to the now Amended and Restated Securities Purchase Agreement that extends the deadlines for the fourth and fifth closings under that Agreement from December 31, 2024, to August 31, 2025, and December 31, 2026, respectively. DBR Capital’s right to effect the fourth closing expired on August 31, 2025; however, the fifth closing remains at the sole discretion of DBR Capital, and we cannot provide any assurance that it will occur when contemplated or ever.
Other Related Party Arrangements
On
September 29, 2023, we closed on the purchase in a private transaction of shares of our common stock under the terms of a Stock Purchase
and Release Agreement dated September 18, 2023 (the “Romano/Raynor Agreement”). Under the Romano/Raynor Agreement, the Company
purchased for surrender in a series of private transactions, an aggregate of
| 20 |
In
addition to the cash consideration for the Purchased Shares, the Company also agreed to cover a limited amount of the legal fees incurred
by the Sellers in the transaction, as well as provide Mr. Romano and Ms. Raynor with a $
The
consideration paid for the Purchased Shares of $
On
February 7, 2024, we closed on the purchase in a private transaction of shares of our common stock under the terms of a Stock Purchase
and Release Agreement dated February 6, 2024 (the “Smith/Miller Agreement”). Under the Smith/Miller Agreement, the Company
purchased for surrender and cancellation a total of
The
consideration paid for the Purchased Shares of $
The
Romano/Raynor Agreement and the Smith/Miller Agreement were paid in full during the year ended December 31, 2025. During the nine months
ended September 30, 2025, we made payments of $
NOTE 7 – DEBT
Our debt consisted of the following:
SCHEDULE OF DEBT
| September 30, 2026 | December 31, 2025 | |||||||
| Loan with the U.S. Small Business Administration dated 4/19/20 [1] | $ | $ | ||||||
| Insurance policy loan [2] | - | |||||||
| Total debt | ||||||||
| Less: current portion | ||||||||
| Debt, long term portion | $ | $ | ||||||
| [1] | |
| [2] |
| 21 |
NOTE 8 – OPERATING LEASE
In July 2021, we entered an operating lease for office space in Wyckoff, New Jersey (the “Wyckoff Lease”), and in September 2021 we assumed an operating lease for office space in Haverford, Pennsylvania (the “Haverford Lease”) in connection with the acquisition of all of the operating assets of MPower Trading Systems, LLC (“MPower”). This facility now serves as the headquarters of the company. In November 2024, we entered an operating lease for office, warehouse, and manufacturing space in Warminster, Pennsylvania (the “Warminster Lease”) and in December 2024, we entered an operating lease for warehouse space in Ivyland, Pennsylvania (the “Ivyland Lease”). The Warminster Lease and the Ivyland Lease were entered into for use by our subsidiary Renu Laboratories LLC.
At
the commencement of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $
At
the date of acquisition of the Haverford Lease, right-of-use assets and lease liabilities obtained amounted to $
At
the commencement of the Warminster Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $
At
the commencement of the Ivyland Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $
Operating
lease expense was $
Future minimum lease payments under non-cancellable leases as of September 30, 2026, were as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES
| Remainder of 2026 | $ | |||
| 2027 | ||||
| Total | ||||
| Less: Interest | ( | ) | ||
| Present value of lease liability | ||||
| Operating lease liability, current [1] | ( | ) | ||
| Operating lease liability, long term | $ | - |
| [1] |
NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock
We
are authorized to issue up to
| 22 |
Our
Board of Directors approved the designation of
As
of September 30, 2026, and December 31, 2025, we had
Preferred Stock Dividends
During
the nine months ended September 30, 2026, we declared $
During
the nine months ended September 30, 2025, we declared $
Common Stock Transactions
On
March 6, 2025, the Board of Directors authorized a stock repurchase program that will allow the Company to repurchase up to $
As
of September 30, 2026 and December 31, 2025, we had
Options
The
Investview, Inc. 2022 Incentive Plan authorizes a variety of incentive equity awards consisting of stock options, restricted stock, restricted
stock units, and reserves for issuance up to
During
the nine months ended September 30, 2026, in connection with his appointment to the Board, Robert Verdun was granted an option to purchase
Transactions involving our options are summarized as follows:
SCHEDULE OF OPTIONS ACTIVITY
| Weighted | ||||||||||||
| Average | ||||||||||||
| Weighted | Grant-Date | |||||||||||
| Number of | Average | Per Share | ||||||||||
| Options | Exercise Price | Fair Value | ||||||||||
| Options outstanding at December 31, 2025 | $ | $ | ||||||||||
| Granted | $ | $ | ||||||||||
| Canceled/Expired | ( | ) | $ | $ | ||||||||
| Exercised | - | $ | - | $ | - | |||||||
| Options outstanding at September 30, 2026 | $ | $ | ||||||||||
| 23 |
Details of our options outstanding as of September 30, 2026, are as follows:
SCHEDULE OF OPTIONS OUTSTANDING
| Options Exercisable | Weighted Average Exercise Price of Options Exercisable | Weighted Average Contractual Life of Options Exercisable (Years) | Weighted Average Contractual Life of Options Outstanding (Years) | |||||||||||
Total
stock compensation expense related to the options for the nine months ended September 30, 2026, and 2025, was $
Warrants
Transactions involving our warrants are summarized as follows:
SCHEDULE OF WARRANTS ISSUED
| Weighted | ||||||||
| Number of | Average | |||||||
| Shares | Exercise Price | |||||||
| Warrants outstanding at December 31, 2025 | $ | |||||||
| Granted | - | $ | - | |||||
| Canceled/Expired | ( | ) | $ | |||||
| Exercised | - | $ | - | |||||
| Warrants outstanding at September 30, 2026 | - | $ | - | |||||
Class B Units of Investview Financial Group Holdings, LLC
As
of September 30, 2026, and December 31, 2025, there were
During
the year ended December 31, 2025, we issued
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Litigation
Settlement of SEC Inquiry
In
the ordinary course of business, we may be, or have been, involved in legal proceedings. On November 9, 2021, the Company received a
subpoena from the United States Securities and Exchange Commission (“SEC”) for the production of documents. In the subpoena,
the SEC advised that the inquiry did not mean that the SEC concluded that the Company or anyone affiliated with the Company had violated
the federal securities laws or any other law. However, in the course of communications with the SEC throughout the inquiry, the Company
came to believe that the focus of the SEC’s inquiry involved whether the offer and sale of the Company’s now-discontinued
Apex sale and leaseback program violated certain federal securities laws. Following a several-year review process in which the Company
cooperated fully with the SEC, on January 17, 2025, a settlement was reached with the SEC to resolve the inquiry. As part of the settlement,
the Company entered into a formal SEC Order for which it neither admitted nor denied the factual and legal conclusions asserted; however,
it agreed to pay a civil monetary penalty of $
| 24 |
Exposure to potential claims arising from third-party financial protection plan
Historically,
through our wholly-owned subsidiaries Apex Tek, LLC and SAFETek, LLC, we sold high-powered data processing equipment, known as the Apex
package, to our customers which was then leased back to us for use in our crypto mining operations. We discontinued sales of the Apex
package in June 2020, principally when COVID-19 created certain supply chain-related limitations on that business. Confronted with these
limitations in the business, we offered the holders of our Apex leases the opportunity to cancel their leases, in exchange for which,
we repurchased substantially all of the data processing equipment (subject to these leases) for approximately $
Included in the Apex sale and leaseback program that was discontinued in 2021, was a “guaranteed assets buy-back product” underwritten, administered, managed and purportedly reinsured by a third-party provider, Total Protection Plus (“TPP”), which was intended to provide customers who participated in the Apex sale and leaseback program with a financial protection program (the “TPP Program”), under which customers, provided they complied with certain TPP required claims procedures, could elect to collect a cash payout in either a five-or-ten year interval after their initial purchase. As part of their sales and marketing materials, TPP represented that they were a purported affiliate of a well-known global insurance brokerage firm, and that through existing resources and reinsurance arrangements that were in place, they and their reinsurer had sufficient capital resources, reserves and liquidity to support any payouts needed to satisfy their obligations under the TPP Program. TPP was paid substantial premiums for the program. In most instances, the premium for the TPP program was included in the package price for the Apex program, at no additional cost to the customer.
Separately,
other customers of ours who purchased ndau from the Company through an Oneiro sponsored ndau distribution program, were also given the
opportunity to participate in a TPP Program similar to the program offered to our Apex customers; which in this case, was intended to
provide customers who purchased ndau with a financial protection program under which such customers, provided they complied with certain
TPP required claims procedures, could elect to collect a cash payout in either a five- or ten-year interval after their initial purchase.
Participation in this program was also in reliance on sales and marketing materials by which TPP represented that they were a purported
affiliate of a well-known global insurance brokerage firm, and that through existing resources and reinsurance arrangements that were
in place, they and their reinsurer had sufficient capital resources, reserves and liquidity to support any pay-outs needed to satisfy
their obligations under the TPP Program. Prior to terminating the distribution of ndau during August 2023, we distributed over $
During
the fourth calendar quarter of 2021, we suspended any further offering of the TPP Program in connection with the sale of ndau after TPP
was unable to comply with our vendor compliance protocols, having cited certain offshore confidentiality entitlements by which it was
unwilling to provide evidence of its financial support arrangements. That suspension has remained in place as we have been unable to
further validate the continued integrity of the TPP Program and the vendor’s ability to honor its commitments to our customers;
despite the payment of over $
| 25 |
To respond to these concerns, and in part, in an effort to advance the interests of our customers, on March 28, 2025, we commenced an action in equity against Total Protection Plus, UIU Holdings LLC, Jason R. Anderson, Jacob S. Anderson, and Schad E. Brannon (collectively, “TPP”), in the Court of Chancery of the State of Delaware captioned Investview et al., v. UIU Holdings, LLC et al., seeking to, among other things, compel TPP to fulfill the commitments that were made to the Company’s customers under the TPP Program. In response, the Defendants filed various motions to dismiss, making both procedural and substantive challenges to the allegations made in the Complaint. The Company opposed those motions, and after a hearing before the Chancery Court, in a letter opinion dated November 21, 2025, the Chancery Court (which is a court of equity) ruled that it lacked subject matter jurisdiction over the Company’s claims because, among others: (i) it is a court of equity and the claims asserted by the Company were not purely equitable in nature; and (ii) a suit for money damages would provide the Company an adequate remedy at law. The Court dismissed the Complaint on these procedural grounds with leave to transfer the case to Delaware Superior Court, which does not have the same limited jurisdiction that exists in Chancery Court. At no point did the Chancery Court address or rule on the substance of our claims against TPP.
In response to the dismissal of the case, in January 2026, we renewed our case against TPP by transferring the case to Delaware Superior Court, and then filing an Amended Complaint in Superior Court, including additional factual allegations to support our claims. In the Amended Complaint, the Company removed Schad Brannon as one of the Defendants, and is now pursuing relief against UIU Holdings LLC d/b/a Total Protection Plus, Jason R. Anderson, and Jacob S. Anderson. The Defendants responded to the Amended Complaint in February 2026 by filing motions to dismiss along similar grounds as to what they argued in Chancery Court, including arguments that the Court lacks personal jurisdiction over Jacob Anderson, the Company lacks standing to pursue its claims, and the claims otherwise fail as a matter of law. The Company responded to the motions to dismiss and the Court heard oral argument on the motions in June 2026. The court took the matter under advisement and has not yet issued a ruling on the motions to dismiss. To date, the court process has not yet addressed the substance of our claim. Due to the uncertainties and procedural delays associated with matters of litigation, and in recognition of the early-stage of the proceedings, we cannot assure that the outcome of the legal proceedings will be consistent with our objectives.
Despite our efforts in court, we cannot ensure that TPP will comply with its contractual commitments to our customers, in which case these customers may not be able to realize the cash payouts promised by TPP; despite the substantial payments made to TPP to secure the promised benefits of the TPP Program. As the direct responsibility for compliance with the TPP Program resides with TPP; particularly as the program was underwritten, managed, administered, and purportedly reinsured by TPP as an independent third-party vendor (and with respect to ndau, the underlying ndau was developed and marketed by an additional third-party vendor), and in recognition of the customers’ acceptance of their participation in the program, we do not believe that we have any legal responsibility to cover any potential claims of customers who participated in the TPP Program. There is, however, a risk that any failure of TPP to perform its obligations to our customers could expose us to commercial claims of dissatisfied customers, regardless of the legal foundation associated therewith. The possible assertion of those claims, regardless of the underlying substance of the claims, could have an adverse effect on our business, financial condition, and operating results.
| 26 |
Exposure to a substantial fine and a cease-and-desist order issued by the Polish Office of Competition and Consumer Protection (“UOKiK”) finding that the Company’s direct to consumer marketing business violated Polish laws that prohibit pyramid-style promotional schemes.
In
December 2025, UOKiK issued a formal administrative decision concluding its investigation of the operations of the Company’s
direct to consumer marketing business in Poland. In its decision, UOKiK determined that certain aspects of our direct selling business model, as
conducted in Poland, violate Polish laws relating to unfair commercial practices, including laws prohibiting pyramid-style
promotional schemes. The decision imposes an administrative fine of PLN
The
Company does not agree with the conclusions set forth in the decision based upon its interpretation of Polish law as applied to the
manner in which it sells its products and services in Poland and intends to avail itself of all procedural rights of appeal and
legal remedies available under applicable law. In February 2026, the Company timely filed an appeal of UOKiK’s administrative
decision with Poland’s Court of Competition and Consumer Protection. That appeal is pending. The Polish appeals court
originally set a hearing date of September 1, 2026, to conduct a hearing on the appeal, but that date was rescheduled and we are
awaiting a new hearing date. During the appeal process, the Company expects to continue operations in Poland in the normal course,
while evaluating such operational adjustments as may be appropriate to further demonstrate that its operations in Poland do not
constitute an unlawful pyramid scheme. While we intend to vigorously defend ourselves against the UOKiK decision, if we are
ultimately unsuccessful in our defense of the matter on appeal, we could, among other things, be subject to the administrative fine
imposed and may be required to modify, suspend or discontinue certain aspects of our direct selling operations or a material portion
of our operations in Poland, which such outcome could have an adverse effect on the Company’s business, financial condition,
results of operations, or prospects. Nevertheless, a loss contingency of approximately $
Outstanding commitments associated with termination of former Chief Executive Officer
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, the Company issued a promissory note to Mr. Cammarata, which, following certain modifications, on or about March
30, 2021, was restated in the principal amount of $
| 27 |
Further,
on March 22, 2021, we entered into Securities Purchase Agreements to purchase
NOTE 11 – SEGMENT REPORTING
The
Company has
The Company is also developing a start-up business unit that is intended to operate within the Brokerage and Financial Technologies Services sector once and to the extent it can commence operations.
The segment performance that the CODM uses to measure performance is net income (loss) from operations. The Company does not allocate assets to the reporting segments as its assets are primarily managed on an entity-wide basis and therefore does not disclose the total assets of its reportable operating segments.
For the nine months ended September 30, 2026, and 2025, all intersegment revenues and costs of revenues were eliminated in the Consolidated Statements of Operations.
The Direct-to-Consumer Marketing Platform segment generates revenue through membership fees and the sale of products. The Manufacturing and Development of Health, Beauty, and Wellness Products generates revenue primarily through the sale of health, beauty, and wellness products manufactured and sold to wholesale and retail customers.
The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the three months ended September 30, 2026.
SCHEDULE OF SEGMENT REVENUE AND SEGMENT NET INCOME FROM OPERATIONS, INCLUDING SIGNIFICANT EXPENSE
| Direct-to-Consumer Marketing Platform | Manufacturing and Development of Health, Beauty, and Wellness Products | Total | ||||||||||
| Revenue | $ | $ | ||||||||||
| Less: | ||||||||||||
| Commissions | ||||||||||||
| Market experts | - | |||||||||||
| Credit card processing | - | |||||||||||
| Salary and related | ||||||||||||
| Depreciation | - | |||||||||||
| Cost of sales | ||||||||||||
| General and administrative [1] | ||||||||||||
| Segment net income (loss) from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| [1] |
| 28 |
The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the three months ended September 30, 2025.
| Direct-to-Consumer Marketing Platform | Manufacturing and Development of Health, Beauty, and Wellness Products | Total | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Commissions | - | |||||||||||
| Market experts | - | |||||||||||
| Credit card processing | - | |||||||||||
| Salary and related | ||||||||||||
| Depreciation | - | |||||||||||
| Cost of sales | - | |||||||||||
| General and administrative [1] | ||||||||||||
| Segment net income (loss) from operations | $ | $ | ( | ) | $ | |||||||
| [1] |
The following table illustrates the reconciliation of segment operating income to net income (loss) from continuing operations before income taxes for the three months ended September 30, 2026 and 2025.
SCHEDULE OF RECONCILIATION OF SEGMENT OPERATING INCOME TO NET INCOME BEFORE TAXES
| September 30, 2026 | September 30, 2025 | |||||||
| Segment income (loss) from operations | $ | ( | ) | $ | ||||
| Reconciling items | ||||||||
| Other profit (loss) [1] | ( | ) | ||||||
| Bank interest | - | |||||||
| Event ticket sales | - | |||||||
| All other, net | ||||||||
| Net income (loss) from continuing operations before income taxes | $ | $ | ( | ) | ||||
| [1] |
| 29 |
The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the nine months ended September 30, 2026.
| Direct-to-Consumer Marketing Platform | Manufacturing and Development of Health, Beauty, and Wellness Products | Total | ||||||||||
| Revenue | $ | |||||||||||
| Less: | ||||||||||||
| Commissions | ||||||||||||
| Market experts | - | |||||||||||
| Credit card processing | - | |||||||||||
| Salary and related | ||||||||||||
| Depreciation | - | |||||||||||
| Cost of sales | ||||||||||||
| General and administrative [1] | ||||||||||||
| Segment net income (loss) from operations | $ | ( | ) | ( | ) | ( | ) | |||||
| [1] |
The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the nine months ended September 30, 2025.
| Direct-to-Consumer Marketing Platform | Manufacturing and Development of Health, Beauty, and Wellness Products | Total | ||||||||||
| Revenue | $ | |||||||||||
| Less: | ||||||||||||
| Commissions | - | |||||||||||
| Market experts | - | |||||||||||
| Credit card processing | - | |||||||||||
| Salary and related | ||||||||||||
| Depreciation | - | |||||||||||
| Cost of sales | - | |||||||||||
| General and administrative [1] | ||||||||||||
| Segment net income (loss) from operations | $ | ( | ) | |||||||||
| [1] |
| 30 |
The following table illustrates the reconciliation of segment operating income to net income (loss) from continuing operations before income taxes for the nine months ended September 30, 2026 and 2025.
| September 30, 2026 | September 30, 2025 | |||||||
| Segment income (loss) from operations | $ | ( | ) | $ | ||||
| Reconciling items | ||||||||
| Other profit (loss) [1] | ( | ) | ||||||
| Event ticket sales | - | |||||||
| Bank interest | ||||||||
| All other, net | ||||||||
| Net income (loss) from continuing operations before income taxes | $ | $ | ||||||
| [1] |
NOTE 12 – EQUITY INVESTMENT
Our Equity investment of $3.3 million did not have a readily determinable fair value and consisted of non-marketable equity securities, which were investments in a special purpose vehicle organized by Dream Ventures LLC, which participated in an exempt private placement in an early-stage enterprise developing next-generation nuclear power and infrastructure technologies. The Company’s investment consisted of the acquisition of restricted units of the SPV, which, in turn, used the proceeds to invest in private investment securities of the early-stage nuclear enterprise. The Company is not in the business of making investments in private securities, however, this investment was viewed by the Board of Directors as a strategic investment intended to access a possible growth opportunity that takes advantage of renewed momentum around modular, rapidly deployable energy systems, supported by recent federal initiatives and Department of Energy programs promoting advanced-reactor innovation. We did not possess a controlling financial interest or exercise significant influence over the SPV, and any proposed transfers of units required prior written consent of the SPV.
During
the nine months ended September 30, 2026, we sold our $
NOTE 13 – DISCONTINUED OPERATIONS
On July 8, 2026, the Company discontinued operations of its subsidiary SAFETek, LLC.
In accordance with the provisions of ASC 205-20, the assets and liabilities have been reflected as discontinued operations in the condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025, and consist of the following:
SCHEDULE OF ASSETS AND LIABILITIES REFLECTED IN DISCONTINUED OPERATIONS
| September 30, 2026 | December 31, 2025 | |||||||
| Current assets of discontinued operations: | ||||||||
| Deposits, current | $ | $ | ||||||
| Receivables | ||||||||
| Total current assets of discontinued operations | $ | $ | ||||||
| Total fixed assets, net of discontinued operations [1] | $ | - | $ | |||||
| Other assets of discontinued operations: | ||||||||
| Deposits | $ | - | $ | |||||
| Total other assets of discontinued operations | $ | - | $ | |||||
| Current liabilities of discontinued operations: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Payroll liabilities | ||||||||
| Total current liabilities of discontinued operations | $ | $ | ||||||
| [1] | |
| 31 |
In accordance with the provisions of ASC 205-20, the results of operations of the discontinued operations for the three and nine months ended September 30, 2026 and 2025 have been reflected as discontinued operations in the condensed consolidated statements of operations, and consist of the following:
SCHEDULE OF CONDENSED INCOME STATEMENT OF DISCONTINUED OPERATIONS
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue of discontinued operations: | ||||||||||||||||
| Mining revenue [2] | $ | $ | $ | $ | ||||||||||||
| Total revenue, net of discontinued operations | ||||||||||||||||
| Operating costs and expenses of discontinued operations: | ||||||||||||||||
| Cost of sales and service [3] | - | |||||||||||||||
| Advertising, selling, and marketing | - | - | - | |||||||||||||
| Salary and related | ||||||||||||||||
| Loss (gain) on disposal of assets [1] | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative | ||||||||||||||||
| Total operating costs and expenses of discontinued operations | ||||||||||||||||
| Operating net income (loss) of discontinued operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense) of discontinued operations: | ||||||||||||||||
| Other income (expense) | ||||||||||||||||
| Total other income (expense) of discontinued operations | ||||||||||||||||
| Income (loss) before income taxes of discontinued operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax benefit (expense) | - | - | ||||||||||||||
| Net income (loss) of discontinued operations | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| 32 |
| [1] |
| [2] |
| [3] |
| [1] | Fixed assets of discontinued operations were made up of the following at each balance sheet date: |
SCHEDULE OF FIXED ASSET NET OF DISCONTINUED OPERATIONS
| Estimated | ||||||||||
| Useful | ||||||||||
| Life | September 30, | December 31, | ||||||||
| (years) | 2026 | 2025 | ||||||||
| Computer equipment | $ | - | $ | |||||||
| Data processing equipment | - | |||||||||
| Gross book value | - | |||||||||
| Accumulated depreciation | - | ( | ) | |||||||
| Net book value | $ | - | $ | |||||||
Total
depreciation expense for the nine months ended September 30, 2026 and 2025, was $
| [2] | Revenue Recognition |
Mining Revenue
Through the first week of July 2026, we generated revenue from mining bitcoin. Subsequently, we discontinued our bitcoin mining business. The Company entered into a digital asset mining pool by executing a contract, as amended from time to time, with the mining pool operator to provide computing power to the mining pool. The contract was terminable at any time by either party without penalty. Further, since the contract was continuously renewing, second by second, the mining contract was considered to have a duration of less than 24 hours for accounting purposes. The Company’s enforceable right to compensation only began when the Company provided computing power to the mining pool operator. In exchange for providing computing power, we were entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which calculated our share of block rewards, transaction fees, and mining pool operator fees. We were entitled to consideration even if a block was not successfully placed by the mining pool operator.
Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) was an output of the Company’s ordinary activities. The provision of providing such computing power was the only performance obligation in the Company’s contract with the mining pool operator. The transaction consideration the Company received was net of a contractually agreed-upon mining pool operator fee charged and kept by the mining pool operator and was noncash, in the form of Bitcoin. Given that the contract was continuously renewing, and the duration is considered to be less than 24 hours, the Company measured the transaction consideration at fair value on the date Bitcoin was received. The consideration was variable. The amount of consideration recognized was constrained to the amount of consideration received, which was when it was probable a significant reversal would not occur. There was no significant financing component or risk of a significant revenue reversal in these transactions due to the performance obligations and settlement of the transactions being on a daily basis.
| [3] | Cost of Sales and Service |
Included in our costs of sales and services are hosting and electricity fees that we pay to vendors to set up our mining equipment at third-party sites in order to generate mining revenue.
In accordance with the provisions of ASC 205-20, the cash flow activity from discontinued operations for the nine months ended September 30, 2026 and 2025 have been reflected as discontinued operations in the condensed consolidated statements of cash flows, and consists of the following:
SCHEDULE CONDENSED CASH FLOW STATEMENT FROM DISCONTINUED OPERATIONS
| 2026 | 2025 | |||||||
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM DISCONTINUED OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Depreciation | ||||||||
| (Gain) loss on disposal of assets | ( | ) | ( | ) | ||||
| Revenue recognized from bitcoin mined | ( | ) | ( | ) | ||||
| Operating expenses paid with digital assets | ||||||||
| Receivables | ( | ) | ||||||
| Prepaid assets | - | |||||||
| Deposits | - | |||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities - discontinuing | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM DISCONTINUED INVESTING ACTIVITIES: | ||||||||
| Proceeds from sale of fixed assets | $ | $ | - | |||||
| Net cash provided by (used in) investing activities - discontinuing | $ | $ | - | |||||
NOTE 14 – INCOME TAXES
For the periods ended September 30, 2026, and September 30, 2025, 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 from continuing operations for the three and nine months ended September 30, 2026 was $
NOTE 15 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855, Subsequent Events, we have evaluated subsequent events through the date of this filing and have determined that the following events require disclosure.
During
the period subsequent to quarter end, according to the stock repurchase program (see NOTE 9), the Company bought back
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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
All statements in this Report that are not based on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “should,” “could,” “seek,” “intend,” “plan,” “goal,” “estimate,” “anticipate” or other comparable terms. 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 which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Our forward-looking statements expect that we will be able to expand the scope and scale of our Conectiv network, despite the reductions in revenue experienced by this business segment during 2025, and followed by the more significant contraction in the business that occurred during the first three quarters of 2026. These expectations assume that our Q1 2026 onboarding of certain other direct selling networks will result in material additional sales growth, even though no such sales growth was experienced during Q2 or Q3 of 2026, nor can such sales growth be assured as these other direct selling networks that we onboarded consist solely of independent distributors who are not contractually or otherwise required to sell any Conectiv products or services. Growth is also expected from our Manufacturing and Development of Health, Beauty and Wellness Products Segment, as we continue to seek out and onboard additional products for sale, even though we have over time experienced reduction in sales of that business unit and have no customer or other sales commitments upon which to base that expectation. Our forward-looking statements also expect that we will ultimately be able to develop retail brokerage operations at Opencash, although we have previously forecasted the commencement of operations and that unit is still in the pre-revenue and early stage of its operations. We plan to do this by, among others, investing the funds we believe are necessary to develop the infrastructure necessary to achieve retail operations. This includes, among others, the onboarding of customer support personnel and software developers, the development and implementation of a marketing strategy, the securing of necessary securities clearing arrangements, and the continued development of the online Opencash trading platform and completing its integration with the proprietary algorithmic trading platform we acquired in September 2021. Despite our best efforts, there can be no assurance that we will be able to achieve these objectives on a timely basis, if at all, as the development of an early-stage securities brokerage business involves inherent regulatory and operational risks and uncertainties, including the uncertain ability of us to integrate the Opencash investment platform application with the proprietary algorithmic trading platform we acquired in September 2021, particularly as the platform we acquired in 2021 has not been placed in commercial service since 2021; thus, any such integration could be subject to IT-related and commercial risks. Furthermore, all of our forward-looking statements presume that we will be able to continue to operate as a going concern in the long-term. As noted in this Report, should our strategic initiatives fail to mitigate our losses from operations or otherwise achieve their targeted objectives, then in the absence of our ability to access additional debt or equity capital, our ability to sustain our operations in the long-term as a going concern may be subject to doubt. More information on potential factors that could affect our financial results is included from time to time in our public reports filed with the U.S. Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The forward-looking statements made in this Report speak only as of the date of this Report, and we assume no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.
Business Overview
We operate a diversified series of business units across key sectors, including a direct-to-consumer (“DTC”) marketing platform designed to promote, sell, and distribute its products and services through a global network of independent distributors directly to end users without reliance on traditional retail intermediaries; a manufacturing, marketing, and sales division focused on proprietary over-the-counter aesthetics, health, nutrition and cognitive wellness products for distribution across wholesale and retail markets through our DTC marketing platform and otherwise; and an early-stage online trading platform that intends to offer self-directed retail brokerage services. A bitcoin mining business that we previously operated through the first week of July 2026 has been terminated and those operations have been discontinued.
Results of Operations
Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025
Revenues
| Three Months Ended September 30, | Increase | |||||||||||
| 2026 | 2025 | (Decrease) | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Membership revenue, net of refunds, incentives, credits, and chargebacks | $ | 1,819,488 | $ | 7,066,734 | $ | (5,247,246 | ) | |||||
| Health and wellness product sales | 238,372 | 1,029,673 | (791,301 | ) | ||||||||
| Coffee sales | 177,636 | - | 177,636 | |||||||||
| Other revenue | 3,084 | 32,598 | (29,514 | ) | ||||||||
| Total revenue, net | $ | 2,238,580 | $ | 8,129,005 | $ | (5,890,425 | ) | |||||
During the three months ended September 30, 2026, our financial results were adversely affected as we continued to experience significant headwinds across virtually all of our operating segments. Most significantly, the Membership revenue component of our DTC marketing platform experienced a year-over-year 74% reduction in quarterly revenue, from $7.1 million to $1.8 million, which we believe is directly attributable to a contraction of our European marketing network in response to the December 2025 formal administrative decision issued by UOKiK, Poland’s Office of Competition and Consumer Protection. Our Q3 2026 results were further impacted by a year-over-year 77% decrease in Health and wellness product sales, from $1.0 million to $0.2 million. Collectively, the decline in business segment revenue contributed to a consolidated net loss from operations of $2.1 million for the quarter, compared to net loss from operations of $0.7 million for the three months ended September 30, 2025.
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In response to these trends, during Q4 2025 and Q1 2026, we announced a strategic transition of our direct-to-consumer business unit toward a more diversified operating platform which is expected to integrate our health and wellness and consumer products offerings, with our existing financial education products and services offerings. Also, during the fourth quarter of 2025 and the second quarter of 2026, we commenced the expansion of our direct-selling networks through the onboarding of two additional selling networks. Despite our expectations that these initiatives were expected to expand our global distributor network, diversify our revenue base, and supplement the network capacity and revenue streams, no such expansion or improvement in our operations has, thus far, occurred in 2026.
In addition, in response to the UOKiK decision, we continue to take active steps to address the findings, including appealing the decision and continuing our operations in Poland, as we remain committed to operating in Poland in full compliance with applicable laws. Based on our analysis of the applicable legal standards and our review of sales activity within Poland, in which the predominant portion of revenue is derived from membership sales driven by our members, we believe that the Conectiv direct selling business operating within Poland complies with all applicable legal standards, and we will continue to challenge the conclusions reached by UOKiK to the extent permitted within the Polish legal system. Until we are able, if at all, to secure a positive result in our ongoing litigation with UOKiK, we are likely to experience a continued contraction in our European marketing network.
Operating Costs and Expenses
| Three Months Ended September 30, | Increase | |||||||||||
| 2026 | 2025 | (Decrease) | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Cost of sales and service | $ | 336,811 | $ | 1,101,304 | $ | (764,493 | ) | |||||
| Commissions | 1,229,147 | 4,008,062 | (2,778,915 | ) | ||||||||
| Salary and related | 1,380,535 | 1,717,067 | (336,532 | ) | ||||||||
| Professional fees | 286,646 | 534,687 | (248,041 | ) | ||||||||
| General and administrative | 1,067,365 | 1,454,817 | (387,452 | ) | ||||||||
| Total operating costs and expenses | $ | 4,300,504 | $ | 8,815,937 | $ | (4,515,433 | ) | |||||
Operating costs decreased $4,515,433 or (51%), from $8,815,937 for the three months ended September 30, 2025, to $4,300,504 for the three months ended September 30, 2026. The decrease can be explained by a reduction in commissions of $2.8 million, which was a result of a decrease in our membership revenue, a reduction in salary and related, which was a result of a decrease in stock-based compensation expense due to certain directors and executive officers of the Company’s management team forfeiting unvested stock options during Q2 2026, a decrease of $0.8 million in cost of sales and service due to decrease in membership revenue and health and wellness product sales, and a decrease in general and administrative expenses.
Other Income and Expenses
| Three Months Ended September 30, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Gain (loss) on settlement | $ | - | $ | (111,277 | ) | $ | 111,277 | |||||
| Gain (loss) on investment | 9,588,570 | - | 9,588,570 | |||||||||
| Gain (loss) on fair value of derivative liability | - | (20 | ) | 20 | ||||||||
| Realized gain (loss) on digital assets | (37,997 | ) | (42,737 | ) | 4,740 | |||||||
| Unrealized gain (loss) on digital assets | 1,717,496 | 219,771 | 1,497,725 | |||||||||
| Interest expense | (5,620 | ) | (4,726 | ) | (894 | ) | ||||||
| Interest expense, related parties | (310,594 | ) | (310,594 | ) | - | |||||||
| Other income (expense) | 148,367 | 371,782 | (223,415 | ) | ||||||||
| Total other income (expense) | $ | 11,100,222 | $ | 122,199 | $ | 10,978,023 | ||||||
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We recorded other income of $11,100,222 for the three months ended September 30, 2026, which was an increase of $10,978,023, or 8,984%, from the prior year’s other income of $122,199. The change is due to an increase in the gain on investment in the current period of $9.6 million compared to no gain in the prior year and an unrealized gain on digital assets in the current period of $1.7 million compared to a gain of $220 thousand in the prior year. The gain on investment in the current period is from the sale of our $3,250,000 investment in a special purpose vehicle organized by Dream Ventures LLC for $12,838,570.
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Revenues
| Nine Months Ended September 30, | Increase | |||||||||||
| 2026 | 2025 | (Decrease) | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Membership revenue, net of refunds, incentives, credits, and chargebacks | $ | 6,659,883 | $ | 23,702,859 | $ | (17,042,976 | ) | |||||
| Health and wellness product sales | 749,696 | 2,709,692 | (1,959,996 | ) | ||||||||
| Coffee sales | 630,141 | - | 630,141 | |||||||||
| Other revenue | 15,263 | 78,249 | (62,986 | ) | ||||||||
| Total revenue, net | $ | 8,054,983 | $ | 26,490,800 | $ | (18,435,817 | ) | |||||
During the nine months ended September 30, 2026, our financial results were adversely affected as we continued to experience significant headwinds across virtually all of our operating segments. Most significantly, the Membership revenue component of our DTC marketing platform experienced a year-over-year 72% reduction in revenue, from $23.7 million to $6.7 million, which we believe is directly attributable to a contraction of our European marketing network in response to the December 2025 formal administrative decision issued by UOKiK, Poland’s Office of Competition and Consumer Protection. Our 2026 results were further impacted by a year-over-year 72% decrease in Health and Wellness product sales, from $2.7 million to $0.7 million. Collectively, the decline in business segment revenue contributed to a consolidated net loss from operations of $6.4 million for first nine months of 2026, compared to net loss from operations of $38 thousand for the first nine months of 2025.
In response to these trends, during Q4 2025 and Q1 of 2026, we announced a strategic transition of our direct-to-consumer business unit toward a more diversified operating platform, which is expected to integrate our health and wellness and consumer products offerings, with our existing financial education products and services offerings. Also, during the fourth quarter of 2025 and subsequent to the close of the first quarter of 2026, we commenced the expansion of our direct-selling networks through the onboarding of two additional selling networks. Despite our expectations that these initiatives would offer the potential to expand our global distributor network, diversify our revenue base, and supplement the network capacity and revenue streams, no such expansion or improvement in our operations has, thus far, occurred in 2026.
In addition, in response to the UOKiK decision, we continue to take active steps to address the findings, including appealing the decision and continuing our operations in Poland, as we remain committed to operating in Poland in full compliance with applicable laws. Based on our analysis of the applicable legal standards and our review of sales activity within Poland, in which the predominant portion of revenue is derived from membership sales driven by our members, we believe that the Conectiv direct selling business operating within Poland complies with all applicable legal standards, and we will continue to challenge the conclusions reached by UOKiK to the extent permitted within the Polish legal system. Until we are able, if at all, to secure a positive result in our ongoing litigation with UOKiK, we are likely to continue to experience a continued contraction in our European marketing network.
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Operating Costs and Expenses
| Nine Months Ended September 30, | Increase | |||||||||||
| 2026 | 2025 | (Decrease) | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Cost of sales and service | $ | 1,148,580 | $ | 3,017,091 | $ | (1,868,511 | ) | |||||
| Commissions | 4,226,135 | 13,260,667 | (9,034,532 | ) | ||||||||
| Salary and related | 4,317,405 | 4,930,547 | (613,142 | ) | ||||||||
| Professional fees | 1,426,959 | 1,538,395 | (111,436 | ) | ||||||||
| General and administrative | 3,292,157 | 3,782,408 | (490,251 | ) | ||||||||
| Total operating costs and expenses | $ | 14,411,236 | $ | 26,529,108 | $ | (12,117,872 | ) | |||||
Operating costs decreased $12,117,872 or (46%), from $26,529,108 for the nine months ended September 30, 2025, to $14,411,236 for the nine months ended September 30, 2026. The decrease can be explained by a reduction in commissions of $9.0 million, which was a result of a decrease in our membership revenue, a reduction in salary and related, which was a result of a decrease in stock-based compensation expense due to certain directors and executive officers of the Company’s management team forfeiting unvested stock options, a decrease of $1.9 million in cost of sales and service due to decrease in membership revenue and health and wellness product sales, and decreases in professional fees and general and administrative expenses.
Other Income and Expenses
| Nine Months Ended September 30, | ||||||||||||
| 2026 | 2025 | Change | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Gain (loss) on settlement | $ | - | $ | (111,277 | ) | $ | 111,277 | |||||
| Gain (loss) on investment | 9,588,570 | - | 9,588,570 | |||||||||
| Gain (loss) on fair value of derivative liability | - | 133 | (133 | ) | ||||||||
| Realized gain (loss) on digital assets | (89,728 | ) | 77,006 | (166,734 | ) | |||||||
| Unrealized gain (loss) on digital assets | 19,100 | 399,029 | (379,929 | ) | ||||||||
| Interest expense | (14,918 | ) | (16,682 | ) | 1,764 | |||||||
| Interest expense, related parties | (929,008 | ) | (929,008 | ) | - | |||||||
| Other income (expense) | 445,200 | 758,108 | (312,908 | ) | ||||||||
| Total other income (expense) | $ | 9,019,216 | $ | 177,309 | $ | 8,841,907 | ||||||
We recorded other income of $9,019,216 for the nine months ended September 30, 2026, which was an increase of $8,841,907, or 4,987%, from the prior year’s other income of $177,309. The change is due to an increase in the gain on investment in the current period of $9.6 million compared to no gain in the prior year and no loss on settlement in the current period compared to a loss in the prior year of $111 thousand. The gain on investment in the current period is from the sale of our $3,250,000 investment in a special purpose vehicle organized by Dream Ventures LLC for $12,838,570.
Liquidity and Capital Resources
During the nine months ended September 30, 2026, we recorded a net loss from operations of $6,356,253, net income from continued operations of $2,500,306, and a net income of $1,889,443. During that period, we were able to meet our short- and long-term working capital needs and capital expenditure requirements through our available cash and liquid assets.
The Company’s capital is generally used to support operations and capital expenditures. However, the Company also, from time-to-time, will review potential investments that it believes present unique situations to participate in growth opportunities. Two such opportunities presented themselves when the Company, during October 2025 and March 2026, invested an aggregate of $3.25 million in a special purpose vehicle (the “SPV”) organized by Dream Ventures LLC, which participated in exempt private placements in an early-stage enterprise developing next-generation nuclear power and infrastructure technologies. The Company’s investment consisted of the acquisition of restricted units of the SPV valued at the time of the investments at $3.25 million. We did not possess a controlling financial interest or exercise significant influence over the SPV, and any proposed transfer of our restricted units requires prior written consent of the SPV.
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Although the Company is not in the business of making investments in private securities, these investments were viewed by the Board of Directors as a strategic investment intended to access a possible growth opportunity that takes advantage of renewed momentum around modular, rapidly deployable energy systems, supported by recent federal initiatives and Department of Energy programs promoting advanced-reactor innovation. Ultimately, during the nine months ended September 30, 2026, we sold our $3,250,000 investment for $12,838,570 and recognized a $9,588,570 gain.
At September 30, 2026, we had working capital of $9.6 million (including $12.9 million in cash and cash equivalents) largely through the sale of our investment in private securities, and a digital asset balance at a fair value of $5,664,813. These amounts were sufficient to sustain our losses from operations during the first nine months of the year. We do not expect that our operating losses will continue at this level for the longer term, since we have implemented initiatives during 2026 to, among others, expand our direct selling network, diversify our revenue base, transition our direct-to-consumer business unit toward a more diversified operating platform, wind-down our bitcoin mining operations starting July 2026, and implement broad-based cost-cutting initiatives. Despite our expectations, our operations have not yet reflected any such expected improvement. We still, however, believe that we will be able to sustain our operations for at least the next twelve months since through September 30, 2026 we were able to monetize our private investments, and at amounts that are significantly appreciated above our purchase price.
Should our strategic initiatives fail to mitigate our losses from operations or otherwise fail to achieve their targeted objectives, then in the absence of our ability to access additional debt or equity capital, our ability to sustain our operations in the long-term as a going concern may be subject to doubt.
Critical Accounting Policies
Basis of Accounting
Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the nine months ended September 30, 2026, are not necessarily indicative of the operating results that may be expected for our year ending December 31, 2026, as will be included in the filing of our Annual Report on Form 10-K for the year ending December 31, 2026. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2025 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
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.
Digital Assets
Digital assets are included in non-current assets on the Consolidated Balance Sheets due to the Company’s intent to retain and hold bitcoin. Proceeds from the sale of digital assets and the purchase of digital assets are included within investing activities in the accompanying Consolidated Statement of Cash Flows. Digital Assets awarded to the Company through its mining activities and collected for membership revenue are accounted for in connection with the Company’s revenue recognition policy. Following the adoption of Accounting Standards Update (“ASU”) 2023-08 effective January 1, 2025, the Company measures digital assets at fair value with changes recognized in other income (expense) in the Consolidated Statement of Operations. The Company tracks its cost basis of digital assets by-wallet in accordance with the first-in-first-out (“FIFO”) method of accounting. Refer to “NOTE 5 – DIGITAL ASSETS”, in our financial statements for further information regarding the Company’s impact of the adoption of ASU 2023-08.
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Equity investments without readily determinable fair values
Equity investments without readily determinable fair values are accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. Changes in value and impairments of equity investments without readily determinable fair values are recognized in “Gain (loss) on investment” in our condensed consolidated statement of operations. Equity investments without readily determinable fair values are presented as “Equity investment” in our consolidated balance sheet.
Intangible Assets
We account for our 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 350-30”). ASC 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Under ASC 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.
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 us be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.
We evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. During the nine months ended September 30, 2026, and 2025, no impairment was recorded.
Revenue Recognition
Membership Revenue
Most of our revenue is generated by membership sales and payment is received at the time of purchase. In some cases, customers use earned commissions to pay or partially pay for a membership. We recognize membership revenue in accordance with ASC Subtopic 606-10, Revenue from Contracts with Customers (“ASC 606-10”), where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide our tools, products, and content over a fixed membership period; therefore, we recognize revenue ratably over the membership period and deferred revenue is recorded for the portion of the membership period subsequent to each reporting date. Additionally, we offer a designated trial period to first-time membership customers, during which a full refund can be requested if a customer does not wish to continue with the membership. Revenues are deferred during the trial period as collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks. As of September 30, 2026, and December 31, 2025, our deferred revenues for membership revenue were $299,254 and $821,903, respectively.
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Health and Wellness Product Sales and Other Revenue
Through our wholly owned subsidiary, Renu Laboratories LLC, we generate revenue by manufacturing and selling health, beauty, and wellness products. We recognize health and wellness product sales revenue in accordance with ASC 606-10. The Company’s performance obligation is complete when control of the promised goods is transferred to a customer, at which time the Company recognizes revenue in an amount that reflects the consideration the Company expects to receive in exchange for those goods. The Company’s terms for the sale are based on free on board (FOB) shipping point, where the control passes to the customer once the product leaves our warehouse. The Company determines collectability by requiring certain customers to pay before control is transferred and by performing ongoing credit evaluations and monitoring customer accounts receivable balances. As of September 30, 2026, and December 31, 2025, deposits collected from customers for orders to be filled at a future date were $76,207 and $108,061, respectively, which are recorded as deferred revenue in the Consolidated Balance Sheets.
Shipping and direct costs charged to customers, along with fees collected from customers for storing their products in our warehouse facility located in Warminster, Pennsylvania are included in revenue as Other Revenue. Shipping and direct costs incurred by the Company are included in Cost of Sales and Service.
Coffee Sales
In January 2026, the Company started selling a proprietary brand of coffee. The Company’s performance obligation is to deliver the coffee to customers. Therefore, revenue is recognized once delivery occurs. Customers remit payment at the time of order placement, therefore payment received by the Company prior to coffee delivery is recorded as deferred revenue. As of September 30, 2026, the Company had $6,352 of deferred revenue for its coffee sales. Shipping and handling costs that occur are paid by the customer and are recorded as revenue. The Company has a policy to provide a refund on any product returned by the customer.
Revenue generated for the three months ended September 30, 2026, was as follows:
| Membership revenue | Health and wellness product sales | Coffee Sales | Other Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | 1,933,562 | $ | 238,372 | $ | 178,678 | $ | 3,084 | $ | 2,353,696 | ||||||||||
| Refunds, incentives, credits, and chargebacks | (114,074 | ) | - | (1,042 | ) | - | (115,116 | ) | ||||||||||||
| Net revenue | $ | 1,819,488 | $ | 238,372 | $ | 177,636 | $ | 3,084 | $ | 2,238,580 | ||||||||||
Foreign revenues for the three months ended September 30, 2026 were approximately $0.5 million while domestic revenue for the three months ended September 30, 2026 was approximately $1.7 million.
Revenue generated for the three months ended September 30, 2025, was as follows:
| Membership revenue | Health and wellness product sales | Other Revenue | Total | |||||||||||||
| Gross billings/receipts | $ | 7,526,954 | $ | 1,041,851 | $ | 32,598 | $ | 8,601,403 | ||||||||
| Refunds, incentives, credits, and chargebacks | (460,220 | ) | (12,178 | ) | - | (472,398 | ) | |||||||||
| Net revenue | $ | 7,066,734 | $ | 1,029,673 | $ | 32,598 | $ | 8,129,005 | ||||||||
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Foreign revenues for the three months ended September 30, 2025, were approximately $6.0 million while domestic revenue for the three months ended September 30, 2025 was approximately $2.1 million.
Revenue generated for the nine months ended September 30, 2026, was as follows:
| Membership revenue | Health and wellness product sales | Coffee Sales | Other Revenue | Total | ||||||||||||||||
| Gross billings/receipts | $ | 6,970,999 | $ | 751,409 | $ | 661,489 | $ | 15,263 | $ | 8,399,160 | ||||||||||
| Refunds, incentives, credits, and chargebacks | (311,116 | ) | (1,713 | ) | (31,348 | ) | - | (344,177 | ) | |||||||||||
| Net revenue | $ | 6,659,883 | $ | 749,696 | $ | 630,141 | $ | 15,263 | $ | 8,054,983 | ||||||||||
Foreign revenues for the nine months ended September 30, 2026 were approximately $2.8 million while domestic revenue for the nine months ended September 30, 2026 was approximately $5.2 million.
Revenue generated for the nine months ended September 30, 2025, was as follows:
| Membership revenue | Health and wellness product sales | Other Revenue | Total | |||||||||||||
| Gross billings/receipts | $ | 25,166,094 | $ | 2,722,041 | $ | 78,249 | $ | 27,966,384 | ||||||||
| Refunds, incentives, credits, and chargebacks | (1,463,235 | ) | (12,349 | ) | - | (1,475,584 | ) | |||||||||
| Net revenue | $ | 23,702,859 | $ | 2,709,692 | $ | 78,249 | $ | 26,490,800 | ||||||||
Foreign revenues for the nine months ended September 30, 2025, were approximately $20.4 million while domestic revenue for the nine months ended September 30, 2025 was approximately $6.0 million.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). The amendments in ASU 2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The Company adopted ASU 2023-08 for the year ended December 31, 2025, effective as of January 1, 2025, which had a material impact on the financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company adopted the ASU for the year ended December 31, 2025. The amendments only impact disclosures and did not have an impact on the Company’s financial condition and results of operations.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires, in the notes to the financial statements, disclosures of specified information about certain costs and expenses specified in the updated guidance. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company did not elect early adoption and is evaluating the impact the updated guidance will have on its disclosures in 2027.
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We have noted no other recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material impact on our financial statements.
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 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 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 September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1 – LEGAL PROCEEDINGS
Except as described in NOTE 10 – COMMITMENTS AND CONTINGENCIES to the condensed consolidated financial statements included in this Report, there have been no material changes to this information since reported on in the Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 1A – RISK FACTORS
Except as set forth below, there have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the year ended December 31, 2025.
Recent Losses from Operations, if unabated, could give rise to a going concern risk.
During the nine months ended September 30, 2026, our financial results were adversely affected as we experienced significant headwinds across virtually all of our operating segments. Collectively, the decline in business segment revenue contributed to a consolidated net loss from operations of $6.4 million for the nine months ended September 30, 2026, compared to net loss from operations of $38 thousand for the nine months ended September 30, 2025. Should our losses continue at this level, then, in the absence of our ability to access additional capital, our ability to sustain our operations in the long-term as a going concern will be subject to doubt.
We do not expect that our operating losses will continue at this level for the longer term since we have implemented initiatives during 2026 to, among others, expand our direct selling network, diversify our revenue base, transition our direct-to-consumer business unit toward a more diversified operating platform, wind-down our bitcoin mining operations starting July 2026, and implement broad-based cost-cutting initiatives. Our expectations, however, have still not been realized as our operations have not yet reflected any such expected improvement. We believe that we will be able to sustain our operations for at least the next twelve months since through September 30, 2026 we were able to monetize our private investments, and at amounts that are significantly appreciated above our purchase price.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Share repurchase activity during the three months ended September 30, 2026, was as follows:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or approximate dollar value) of Shares that May Yet Be Purchased under the Plans or Programs(1) | ||||||||||||
| July 1 – July 31, 2026 | 327,934 | $ | 0.0253 | 327,934 | 674,766 | |||||||||||
| August 1 – August 31, 2026 | 949,967 | $ | 0.0186 | 949,967 | 657,070 | |||||||||||
| September 1 – September 30, 2026 | 680,940 | $ | 0.0142 | 680,940 | 647,389 | |||||||||||
| Total | 1,958,841 | $ | 0.0182 | 1,958,841 | 647,389 | |||||||||||
| (1) | On March 6, 2025, the Board of Directors authorized a stock repurchase program that will allow the Company to repurchase up to $1,000,000 in aggregate value of shares of the Company’s common stock, through March 31, 2026. The stock repurchase program was extended to cover the continued repurchase of shares of the Company’s common stock through March 31, 2027. |
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 – MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 – OTHER INFORMATION
During
the three months ended September 30, 2026, no director or “officer” as defined in Rule 16a-1(f) under the Exchange Act
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ITEM 6 – EXHIBITS
The following exhibits are filed as a part of this report:
Exhibit Number* |
Title of Document | Location | ||
| Item 31 | Rule 13a-14(a)/15d-14(a) Certifications | |||
| 31.01 | Certification of 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 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. |
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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: November 13, 2026 | By: | /s/ Victor M. Oviedo |
| Victor M. Oviedo | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Dated: November 13, 2026 | By: | /s/ Ralph R. Valvano |
| Ralph R. Valvano | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Accounting Officer) | ||
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