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[10-Q] Investview, Inc. Quarterly Earnings Report

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

Investview, Inc. reported lower sales and a small loss for the quarter ended September 30, 2025. Quarterly revenue was $9,052,608, down from the prior year’s comparable period, and the company recorded a net loss of $854,143. For the first nine months of 2025, revenue totaled $29,106,578 with a net loss of $1,114,512, compared with a profit in the prior year.

Cash and cash equivalents were $15,080,456 as of September 30, 2025, versus $22,467,710 at December 31, 2024, reflecting operating cash outflows. Total liabilities declined to $10,840,128 from $14,372,010, while stockholders’ equity was $16,648,582. The company adopted new crypto accounting (ASU 2023-08) and reported digital assets at fair value of $3,794,502, including 32.38 Bitcoin and 101,755 USDC.

Membership revenue remained the largest contributor, supplemented by Bitcoin mining and the addition of health and wellness product sales. The board authorized a $1,000,000 stock repurchase program; year‑to‑date, 8,501,503 shares were repurchased for $137,261. Preferred dividends declared year‑to‑date were $614,505.

Positive
  • None.
Negative
  • Material top-line decline and swing to loss: Nine-month revenue fell to $29,106,578 with a $1,114,512 net loss, versus profit in the prior year; quarterly net loss was $854,143.

Insights

Revenue fell and losses returned; balance sheet remains liquid.

Investview posted quarterly revenue of $9,052,608 and a net loss of $854,143. For the nine months, revenue was $29,106,578 with a net loss of $1,114,512, versus a profit last year. Cash decreased to $15,080,456 as of September 30, 2025, driven by operating outflows.

Liabilities declined to $10,840,128, easing near‑term pressure, while equity stood at $16,648,582. The revenue mix spans membership, Bitcoin mining, and health and wellness sales, but membership softness weighed on results.

The company reported digital assets at fair value of $3,794,502 under new guidance, including 32.38 Bitcoin. Subsequent filings may detail segment profitability and any changes in repurchase activity under the $1,000,000 authorization.

New crypto accounting boosts transparency of digital assets.

Adoption of ASU 2023-08 led to fair value measurement of crypto, with a cumulative adjustment of $148,346. Digital assets were $3,794,502 at quarter‑end, and related gains/losses now flow through other income (expense), aligning carrying values with market prices.

This change can add earnings volatility tied to Bitcoin prices, while enhancing comparability and disclosure. Tracking by-wallet on FIFO and detailed roll‑forwards clarify flows from mining revenue, purchases, and sales.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

FOR THE QUARTERLY PERIOD ENDED

 

September 30, 2025

 

or

 

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

 

For the transition period from__________________ to _______________________.

 

Commission File Number 000-27019

 

Investview, Inc.

(Exact name of registrant as specified in its charter)

 

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

 

521 West Lancaster Avenue, Second Floor, Haverford, Pennsylvania  

 

19041

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 732-889-4300

 

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

 

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

 

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

 

Yes No

 

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

 

Yes No

 

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

 

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

 

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

 

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

 

Yes No

 

As of November 7, 2025, there were 1,848,994,024 shares of common stock, $0.001 par value, outstanding.

 

 

 

 

 

 

INVESTVIEW, INC.

 

Form 10-Q for the Nine Months Ended September 30, 2025

 

Table of Contents

 

PART I – FINANCIAL INFORMATION 3
ITEM 1 – FINANCIAL STATEMENTS 3
Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 3
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) 4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements as of September 30, 2025 (Unaudited) 7
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 33
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 39
ITEM 4 – CONTROLS AND PROCEDURES 39
PART II – OTHER INFORMATION 39
ITEM 1 – LEGAL PROCEEDINGS 39
ITEM 1.A – RISK FACTORS 39
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 41
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES 41
ITEM 4 – MINE SAFETY DISCLOSURES 41
ITEM 5 – OTHER INFORMATION 41
ITEM 6 – EXHIBITS 42
SIGNATURE PAGE 43

 

2

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1 – FINANCIAL STATEMENTS

 

INVESTVIEW, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   September 30   December 31, 
   2025   2024 
   (unaudited)      
ASSETS          
Current assets:          
Cash and cash equivalents  $15,080,456   $22,467,710 
Prepaid assets   384,625    497,620 
Deposits, current   1,145,046    936,434 
Receivables   2,687,811    2,534,727 
Inventory   1,094,223    495,865 
Income tax paid in advance   459,872    459,872 
Total current assets   20,852,033    27,392,228 
           
Fixed assets, net   1,752,960    1,868,441 
           
Other assets:          
Digital assets   3,794,502    1,127,891 
Goodwill   873,701    873,701 
Intangible assets, net   40,310    40,310 
Operating lease right-of-use asset   118,463    211,996 
Deposits   56,741    57,028 
Total other assets   4,883,717    2,310,926 
           
Total assets  $27,488,710   $31,571,595 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
Current liabilities:          
Accounts payable and accrued liabilities  $4,388,361   $7,139,684 
Payroll liabilities   180,808    271,606 
Income tax payable   201,266    202,573 
Deferred revenue   2,190,377    3,029,145 
Derivative liability   625    758 
Dividend liability   239,131    245,101 
Operating lease liability, current   102,902    165,707 
Related party debt, net of discounts, current   1,205,557    1,204,567 
Debt, net of discounts, current   29,244    29,244 
Total current liabilities   8,538,271    12,288,385 
           
Operating lease liability, long term   15,604    46,433 
Accrued liabilities, long term   49,840    45,532 
Related party debt, net of discounts, long term   1,753,673    1,501,041 
Debt, net of discounts, long term   482,740    490,619 
Total long-term liabilities   2,301,857    2,083,625 
           
Total liabilities   10,840,128    14,372,010 
           
Commitments and contingencies   -    - 
           
Stockholders’ equity (deficit):          
Preferred stock, par value: $0.001; 50,000,000 shares authorized, 252,192 issued and outstanding as of September 30, 2025 and December 31, 2024   252    252 
Common stock, par value $0.001; 10,000,000,000 shares authorized; 1,859,231,786 and 1,859,231,786 shares issued and 1,850,730,283 and 1,859,231,786 outstanding as of September 30, 2025 and December 31, 2024, respectively   1,859,231    1,859,231 
Additional paid in capital   103,724,675    102,560,320 
Treasury stock, at cost, 8,501,503 and 0 shares as of September 30, 2025 and December 31, 2024, respectively   (137,261)    
Accumulated other comprehensive income (loss)   (23,218)   (23,218)
Accumulated deficit   (88,785,741)   (87,205,070)
Accumulated noncontrolling interest   10,644    8,070 
Total stockholders’ equity (deficit)   16,648,582    17,199,585 
           
Total liabilities and stockholders’ equity (deficit)  $27,488,710   $31,571,595 

 

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

 

3

 

 

INVESTVIEW, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND OTHER COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

                 
   Three Months Ended September 30,   Nine Months Ended September 30, 
   2025   2024   2025   2024 
                 
Revenue:                    
Membership revenue, net of refunds, incentives, credits, and chargebacks  $7,066,734   $11,175,466   $23,702,859   $36,232,688 
Mining revenue   923,603    567,415    2,615,778    4,288,791 
Health and wellness product sales   1,029,673    -    2,709,692    - 
Other revenue   32,598    -    78,249    - 
Total revenue, net   9,052,608    11,742,881    29,106,578    40,521,479 
                     
Operating costs and expenses:                    
Cost of sales and service   2,153,524    1,257,569    6,160,210    4,703,513 
Commissions   4,008,062    6,270,310    13,260,667    19,988,364 
Advertising, selling, and marketing   356,556    16,751    543,214    548,559 
Salary and related   1,773,323    1,471,649    5,202,824    4,859,463 
Professional fees   536,090    416,410    1,554,123    1,201,406 
Impairment expense   -    977,418    -    977,418 
Loss (gain) on disposal of assets   (21,414)   -    (113,251)   180,223 
General and administrative   1,284,273    2,031,269    3,966,771    6,435,522 
Total operating costs and expenses   10,090,414    12,441,376    30,574,558    38,894,468 
                     
Net income (loss) from operations   (1,037,806)   (698,495)   (1,467,980)   1,627,011 
                     
Other income (expense):                    
Gain (loss) on settlement   (111,277)   -    (111,277)   - 
Gain (loss) on fair value of derivative liability   (20)   2,034    133    5,434 
Realized gain (loss) on digital assets   (42,737)   1,558    77,006    284,112 
Unrealized gain (loss) on digital assets   219,771    -    399,029    - 
Interest expense   (4,726)   (4,726)   (16,682)   (14,076)
Interest expense, related parties   (310,594)   (310,594)   (929,008)   (929,934)
Other income (expense)   435,026    294,862    947,841    1,284,021 
Total other income (expense)   185,443    (16,866)   367,042    629,557 
                     
Income (loss) before income taxes   (852,363)   (715,361)   (1,100,938)   2,256,568 
Income tax expense   -    (95,287)   (11,000)   (864,429)
                     
Net income (loss)   (852,363)   (810,648)   (1,111,938)   1,392,139 
Net income (loss) attributable to noncontrolling interest   1,780    -    2,574    - 
Net income (loss) attributable to Investview, Inc.   (854,143)   (810,648)   (1,114,512)   1,392,139 
                     
Dividends on Preferred Stock   (204,835)   (204,835)   (614,505)   (614,505)
                     
Net income (loss) applicable to common shareholders  $(1,058,978)  $(1,015,483)  $(1,729,017)  $777,634 
                     
Basic income (loss) per common share  $(0.00)  $(0.00)  $(0.00)  $0.00 
Diluted income (loss) per common share  $(0.00)  $(0.00)  $(0.00)  $0.00 
                     
Basic weighted average number of common shares outstanding   1,853,465,349    1,860,677,438    1,856,658,888    1,924,667,422 
Diluted weighted average number of common shares outstanding   1,853,465,349    1,860,677,438    1,856,658,888    2,961,095,993 

 

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, 2025 AND 2024

(Unaudited)

 

                               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, 2023   252,192   $252    2,333,356,496   $2,333,356   $104,056,807    -   $-   $(23,218)  $(87,576,899)  $-   $18,790,298 
Common stock issued for services and other stock-based compensation   -    -    -    -    430,760    -    -    -    -    -    430,760 
Common stock repurchased from former related parties and canceled   -    -    (472,374,710)   (472,374)   (3,098,772)   -    -    -    -    -    (3,571,146)
Dividends   -    -    -    -    -    -    -    -    (204,835)   -    (204,835)
Net income (loss)   -    -    -    -    -    -    -    -    1,669,940    -    1,669,940 
Balance, March 31, 2024   252,192    252    1,860,981,786    1,860,982    101,388,795    -    -    (23,218)   (86,111,794)   -    17,115,017 
Common stock issued for services and other stock-based compensation   -    -    -    -    440,915    -    -    -    -    -    440,915 
Dividends   -    -    -    -    -    -    -    -    (204,835)   -    (204,835)
Net income (loss)   -    -    -    -    -    -    -    -    532,847    -    532,847 
Balance, June 30, 2024   252,192    252    1,860,981,786    1,860,982    101,829,710    -    -    (23,218)   (85,783,782)   -    17,883,944 
Common stock issued for services and other stock-based compensation   -    -    -    -    322,033    -    -    -    -    -    322,033 
Common stock cancelled   -    -    (1,750,000)   (1,750)   1,750    -    -    -    -    -    - 
Dividends   -    -    -    -    -    -    -    -    (204,835)   -    (204,835)
Net income (loss)   -    -    -    -    -    -    -    -    (810,648)   -    (810,648)
Balance, September 30, 2024   252,192   $252    1,859,231,786   $1,859,232   $102,153,493   $-   $-   $(23,218)  $(86,799,265)  $-   $17,190,494 
                                                        
Balance, December 31, 2024   252,192   $252    1,859,231,786   $1,859,231   $102,560,320    -   $-   $(23,218)  $(87,205,070)  $8,070   $17,199,585 
Cumulative effect adjustment upon adoption of ASU 2023-08   -    -    -    -    -    -    -    -    148,346    -    148,346 
Common stock issued for services and other stock-based compensation   -    -    -    -    387,634    -    -    -    -    -    387,634 
Common stock repurchased and held as treasury stock   -    -    -    -    -    1,089,286    (24,006)   -    -    -    (24,006)
Dividends   -    -    -    -    -    -    -    -    (204,835)   -    (204,835)
Net income (loss)   -    -    -    -    -    -    -    -    (685,866)   (1,987)   (687,853)
Balance, March 31, 2025   252,192    252    1,859,231,786    1,859,231    102,947,954    1,089,286    (24,006)   (23,218)   (87,947,425)   6,083    16,818,871 
Common stock issued for services and other stock-based compensation   -    -    -    -    386,238    -    -    -    -    -    386,238 
Common stock repurchased and held as treasury stock   -    -    -    -    -    1,870,931    (20,636)   -    -    -    (20,636)
Dividends   -    -    -    -    -    -    -    -    (204,835)   -    (204,835)
Net income (loss)   -    -    -    -    -    -    -    -    425,497    2,781    428,278 
Balance, June 30, 2025   252,192    252    1,859,231,786    1,859,231    103,334,192    2,960,217    (44,642)   (23,218)   (87,726,763)   8,864    17,407,916 
Common stock issued for services and other stock-based compensation   -    -    -    -    390,483    -    -    -    -    -    390,483 
Common stock repurchased and held as treasury stock   -    -    -    -    -    5,541,286    (92,619)   -    -    -    (92,619)
Dividends   -    -    -    -    -    -    -    -    (204,835)   -    (204,835)
Net income (loss)   -    -    -    -    -    -    -    -    (854,143)   1,780    (852,363)
Balance, September 30, 2025   252,192   $252    1,859,231,786   $1,859,231   $103,724,675    8,501,503   $(137,261)  $(23,218)  $(88,785,741)  $10,644   $16,648,582 

 

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

 

5

 

 

INVESTVIEW INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

         
   Nine Months Ended September 30, 
   2025   2024 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net income (loss)  $(1,111,938)  $1,392,139 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:          
Depreciation   598,970    3,337,595 
Amortization of debt discount   252,632    253,557 
Stock issued for services and other stock-based compensation   1,164,355    1,193,708 
Lease cost, net of repayment   (101)   1,393 
(Gain) loss on disposal of assets   (113,251)   180,223 
(Gain) loss on fair value of derivative liability   (133)   (5,434)
Change in fair value of digital assets   (399,029)   - 
Realized (gain) loss on digital assets   (77,006)   (284,112)
Impairment expense   -    977,418 
Digital assets collected for membership revenue   (1,015,276)   (1,144,563)
Revenue recognized from bitcoin mined   (2,615,778)   (4,288,791)
Operating expenses paid with digital assets   1,516,078    11,311,370 
Changes in operating assets and liabilities:          
Receivables   (153,084)   (247,979)
Inventory   (598,358)   - 
Prepaid assets   112,995    172,884 
Income tax paid in advance   -    (543,292)
Deposits   (208,325)   12,635 
Accounts payable and accrued liabilities   (308,993)   1,055,794 
Income tax payable   (1,307)   (703,374)
Deferred revenue   (838,768)   (338,390)
Accrued interest   14,054    14,075 
Accrued interest, related parties   676,377    676,377 
Net cash provided by (used in) operating activities   (3,105,886)   13,023,233 
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of digital assets   (4,815,947)   (6,207,998)
Proceeds from sale of digital assets   4,911,971    499,016 
Purchase of Treasury Stock   (137,261)   - 
Cash paid for fixed assets   (514,716)   (6,356)
Net cash provided by (used in) investing activities   (555,953)   (5,715,338)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Repayments for related party debt   (675,387)   (675,387)
Repayments for debt   (21,933)   (296,150)
Payments for shares repurchased from former related parties   (2,528,820)   (2,528,820)
Dividends paid   (499,275)   (497,266)
Net cash provided by (used in) financing activities   (3,725,415)   (3,997,623)
           
Net increase (decrease) in cash and cash equivalents   (7,387,254)   3,310,272 
Cash and cash equivalents - beginning of period   22,467,710    21,142,630 
Cash and cash equivalents - end of period  $15,080,456   $24,452,902 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:          
Cash paid during the period for:          
Interest  $697,320   $232,440 
Income taxes  $8,000   $1,795 
Non-cash investing and financing activities:          
Common stock repurchased for payables  $-   $3,571,146 
Dividends declared  $614,505   $614,505 
Dividends paid with digital assets  $121,200   $122,726 
Debt extinguished in exchange for digital assets  $-   $116,310 
Shares forfeited  $-   $1,750 
Cumulative effect adjustment upon adoption of ASU 2023-08  $148,346   $- 
Digital assets received from sale of fixed assets  $144,478   $- 

 

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, 2025

(Unaudited)

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Organization

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Nature of Business

 

We operate a diversified financial technology services company operating across multiple business units that feature the sale of financial education products and services through a global network of independent distributors, the manufacture and sale of consumer health, wellness and nutrition products, an early-stage online trading broker-dealer platform for self-directed retail investors, and a sustainable blockchain technology focused on Bitcoin mining and related infrastructure.

 

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.

 

7

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

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, 2025, are not necessarily indicative of the operating results that may be expected for our year ending December 31, 2025, as will be included in the filing of our Annual Report on Form 10-K for the year ending December 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2024 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries: iGenius, LLC, SAFETek, LLC, Investview Financial Group Holdings, LLC, Opencash Finance, Inc., Opencash Securities, LLC, Investview MTS, LLC, myLife Wellness Company, myLife Wellness LLC, Renu Laboratories LLC, and Goldman’s Pharmaceuticals LLC. The Company also owns 50% of ELRT Technologies, LLC, which has been included in the consolidated financial statements, and the Company has recorded a noncontrolling interest for the 50% interest that it does not own. All intercompany transactions and balances have been eliminated in consolidation.

 

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 three reportable operating segments.

 

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.

 

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 $250,000. As of September 30, 2025 and December 31, 2024, cash balances that exceeded FDIC limits were $13,229,775 and $10,837,830, respectively. We have not experienced significant losses relating to these concentrations in the past.

 

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, 2025, and December 31, 2024, we had no cash equivalents.

 

8

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

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, 
   2025   2024 
Due from merchant processors  $304,738   $318,921 
Held in reserve by merchant processors for future returns and chargebacks [1]   1,871,345    1,872,035 
Due from payout service providers   60,676    296,558 
Accounts and other receivables   451,052    47,213 
Receivable, gross   2,687,811    2,534,727 
Allowance for doubtful accounts   -    - 
Receivables  $2,687,811   $2,534,727 

 

[1] We have had to pursue collection efforts through litigation against one of our credit card processors and its clearing bank, as we have been unable to timely collect such amounts due through our normal course credit collection practices. See “NOTE 11 - Commitments and Contingencies.”

 

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:

 

   Estimated        
   Useful        
   Life  September 30,   December 31, 
   (years)  2025   2024 
Furniture, fixtures, and equipment  10  $8,214   $717 
Computer equipment  3   36,847    28,571 
Data processing equipment  3   7,381,111    11,824,560 
Manufacturing equipment  3-25   1,660,643    1,161,701 
       9,086,815    13,015,549 
Accumulated depreciation      (7,333,855)   (11,147,108)
Net book value     $1,752,960   $1,868,441 

 

Total depreciation expense for the nine months ended September 30, 2025 and 2024, was $598,970 and $3,337,595, respectively. During the nine months ended September 30, 2025, we sold assets with a total net book value of $31,227 for digital assets worth $144,478, therefore recognized a gain on disposal of assets of $113,251. During the nine months ended September 30, 2024, we recognized a loss on disposal of assets with a net book value of $180,223.

 

9

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

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.

 

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.

 

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.

 

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, 2025 and 2024, $0 and $977,418 of impairment was recorded, respectively.

 

10

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

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, 2025, and December 31, 2024, approximates the fair value due to their short-term nature or interest rates that approximate prevailing market rates.

 

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of September 30, 2025:

 

   Level 1   Level 2   Level 3   Total 
Digital assets (see NOTE 5)  $3,794,502   $-   $-   $3,794,502 
Total Assets  $3,794,502   $-   $-   $3,794,502 
                     
Derivative liability  $-   $-   $625   $625 
Total Liabilities  $-   $-   $625   $625 

 

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, 2024:

 

   Level 1   Level 2   Level 3   Total 
Total Assets  $-   $-   $-   $- 
                     
Derivative liability  $-   $-   $758   $758 
Total Liabilities  $-   $-   $758   $758 

 

11

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

Revenue Recognition

 

Membership Revenue

 

Most of our revenue is generated by membership sales and payment is received at the time of purchase. 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, 2025, and December 31, 2024, our deferred revenues for membership revenue were $1,597,281 and $1,905,734, respectively.

 

Mining Revenue

 

We generate revenue from mining bitcoin. The Company has 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 is terminable at any time by either party without penalty. Further, since the contract is continuously renewing, second by second, the mining contract is considered to have a duration of less than 24 hours for accounting purposes. The Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, we are entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which calculates our share of block rewards, transaction fees, and mining pool operator fees. We are entitled to consideration even if a block is 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”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contract with the mining pool operator. The transaction consideration the Company receives is net of a contractually agreed upon mining pool operator fee charged and kept by the mining pool operator and is noncash, in the form of Bitcoin. Given that the contract is continuously renewing, and the duration is considered to be less than 24 hours, the Company measures the transaction consideration at fair value on the date Bitcoin is received. The consideration is variable. The amount of consideration recognized is constrained to the amount of consideration received, which is when it is probable a significant reversal will not occur. There is 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.

 

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, 2025, and December 31, 2024, deposits collected from customers for orders to be filled at a future date were $593,096 and $1,014,164, respectively, which are recorded as deferred revenue in the Consolidated Balance Sheets.

 

12

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

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.

 

Revenue generated for the three months ended September 30, 2025, was as follows:

SCHEDULE OF REVENUE GENERATED 

   Membership
revenue
   Mining
revenue
   Health and
wellness
product sales
   Other
Revenue
   Total 
Gross billings/receipts  $7,526,954   $923,603   $1,041,851   $32,598   $9,525,006 
Refunds, incentives, credits, and chargebacks   (460,220)   -    (12,178)   -    (472,398)
Net revenue  $7,066,734   $923,603   $1,029,673   $32,598   $9,052,608 

 

Foreign revenues for the three months ended September 30, 2025 were approximately $6.1 million while domestic revenue for the three months ended September 30, 2025 was approximately $3.0 million.

 

Revenue generated for the three months ended September 30, 2024, was as follows:

 

   Membership
Revenue
   Mining
Revenue
   Total 
Gross billings/receipts  $12,023,415   $567,415   $12,590,830 
Refunds, incentives, credits, and chargebacks   (847,949)   -    (847,949)
Net revenue  $11,175,466   $567,415   $11,742,881 

 

Foreign revenues for the three months ended September 30, 2024 were approximately $10.3 million while domestic revenue for the three months ended September 30, 2024 was approximately $1.4 million.

 

Revenue generated for the nine months ended September 30, 2025, was as follows:

 

   Membership
revenue
   Mining
revenue
   Health and
wellness
product sales
   Other
Revenue
   Total 
Gross billings/receipts  $25,166,094   $2,615,778   $2,722,041   $78,249   $30,582,162 
Refunds, incentives, credits, and chargebacks   (1,463,235)   -    (12,349)   -    (1,475,584)
Net revenue  $23,702,859   $2,615,778   $2,709,692   $78,249   $29,106,578 

 

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 $8.7 million.

 

Revenue generated for the nine months ended September 30, 2024, was as follows:

 

   Membership
Revenue
   Mining
Revenue
   Total 
Gross billings/receipts  $38,580,943   $4,288,791   $42,869,734 
Refunds, incentives, credits, and chargebacks   (2,348,255)   -    (2,348,255)
Net revenue  $36,232,688   $4,288,791   $40,521,479 

 

Foreign revenues for the nine months ended September 30, 2024 were approximately $33.1 million while domestic revenue for the nine months ended September 30, 2024 was approximately $7.4 million.

 

13

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

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, 2025, and 2024, totaled $543,214 and $548,559, respectively.

 

Cost of Sales and Service

 

Included in our costs of sales and services is amounts paid to our trading and market experts that provide financial education content and tools to our membership customers, 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, and the raw material and manufacturing costs of our health and wellness product sales. Costs of sales and services for the nine months ended September 30, 2025 and 2024, totaled $6,160,210 and $4,703,513, respectively.

 

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, 
   2025   2024 
Finished goods  $48,415   $27,802 
Work in process   208,507    312 
Raw materials   837,301    467,751 
Inventory  $1,094,223   $495,865 

 

Income Taxes

 

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

 

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

 

14

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

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 for the three months ended September 30, 2025 and 2024, 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 per share for the three months ended September 30, 2025 and 2024, as their inclusion would be anti-dilutive.

 

   September 30,
2025
   September 30,
2024
 
Weighted average options to purchase common stock   351,416,665    357,503,622 
Weighted average warrants to purchase common stock   1,002,720    1,178,090 
Common stock issuable upon conversion of notes   471,428,571    471,428,571 
Common stock issuable upon conversion of non-voting membership interest   565,000,000    565,000,000 

 

Due to the net loss 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 illustrates the computation of diluted earnings per share for the nine months ended September 30, 2024.

 

   September 30,
2024
 
Net income  $1,392,139 
Less: net income attributable to noncontrolling interest   - 
Less: preferred dividends   (614,505)
Add: interest expense on convertible debt   675,387 
Net income available to common shareholders (numerator)   1,453,021 
      
Basic weighted average number of common shares outstanding   1,924,667,422 
Dilutive impact of convertible notes   471,428,571 
Dilutive impact of non-voting membership interest   565,000,000 
Diluted weighted average number of common shares outstanding (denominator)   2,961,095,993 
      
Diluted income per common share  $0.00 

 

The following table presents potentially dilutive securities that were not included in the computation of diluted net income per share for the nine months ended September 30, 2025 and 2024, as their inclusion would be anti-dilutive.

 

   September 30,
2025
   September 30,
2024
 
Weighted average options to purchase common stock   361,416,665    359,836,373 
Weighted average warrants to purchase common stock   1,118,991    1,178,090 
Common stock issuable upon conversion of notes   471,428,571    N/A 
Common stock issuable upon conversion of non-voting membership interest   565,000,000    N/A 

 

15

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

Lease Obligation

 

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

 

Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have elected to not apply the recognition requirements of ASC 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 are not expected to have an impact on the Company’s financial condition and results of operations.

 

In December 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 2026.

 

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

 

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

 

During the nine months ended September 30, 2025, we met our short-and long-term working capital and capital expenditure requirements. At September 30, 2025, we had a total of $15.1 million in cash and cash equivalents, which we believe is sufficient to meet our debt service, preferred stock dividend payments and all other obligations in a timely manner and be able to meet our objectives.

 

16

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

NOTE 5 – DIGITAL ASSETS

 

Adoption of ASU No. 2023-08, Accounting for and Disclosure of Digital 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 current fiscal year for any difference between the carrying amount of the Company’s digital assets and fair value. As a result of the Company’s early adoption of ASU 2023-08, the Company recorded a $148,346 increase to digital assets and a $148,346 decrease to accumulated deficit on the Balance Sheets as of the beginning of the fiscal year ended December 31, 2025.

 

The following table presents the Company’s Digital Asset holdings as of September 30, 2025:

 

   Quantity   Cost Basis   Fair Value 
Bitcoin   32.38   $3,293,718   $3,692,747 
USDC   101,755    101,755    101,755 
Total digital assets held as of September 30, 2025       $3,395,494   $3,794,502 

 

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  $1,127,891 
  $585,632 
Cumulative effect adjustment upon adoption of ASU 2023-08   148,346 
Revenue recognized from Bitcoin mined (25.20 Bitcoin)   2,615,778 
Digital assets collected from membership revenue   1,015,276 
Digital assets received from sale of fixed assets   144,478 
Purchase of digital assets   4,815,947 
Proceeds from sale of digital assets   (4,911,971)
Operating expenses paid with digital assets   (1,516,078)
Dividends paid via digital assets   (121,200)
Realized gain (loss) on digital assets   77,006 
Change in fair value of digital assets   399,029 
Balance as of September 30, 2025  $3,794,502 

 

Prior to Adoption of ASU No. 2023-08, Accounting for and Disclosure of Digital Assets

 

Digital assets

 

Prior to the adoption of ASU 2023-08, digital assets were accounted for as indefinite-lived intangible assets and were initially measured in accordance with ASC Topic 350 - Intangible-Goodwill and Other (“ASC 350”). Digital assets were not amortized, but were assessed for impairment annually, or more frequently, when events or changes in circumstances occur, indicating that it is more likely than not that the indefinite-lived intangible asset is impaired. Whenever the exchange-traded price of digital assets declined below its carrying value, the Company was required to determine if an impairment existed and to record an impairment equal to the amount by which the carrying value exceeded the fair value.

 

17

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

The following table presents a roll-forward of digital assets for the nine months ended September 30, 2024, based on the cost-impairment model under ASC 350:

 

   Cost Basis 
Balance as of December 31, 2023  $585,632 
Revenue recognized from Bitcoin mined (75.22 Bitcoin)   4,288,791 
Digital assets collected from membership revenue   1,144,563 
Purchase of digital assets   6,207,998 
Proceeds from sale of digital assets   (499,016)
Operating expenses paid with digital assets   (11,311,370)
Dividends paid via digital assets   (122,726)
Debt extinguished in exchange for digital assets   (116,310)
Realized gain (loss) on sale of digital assets   284,112 
Balance as of September 30, 2024  $461,674 

 

NOTE 6 – RELATED-PARTY TRANSACTIONS

 

Related Party Debt

 

Our related-party payables consisted of the following:

 

   September 30,
2025
   December 31,
2024
 
Convertible Promissory Note entered into on 4/27/20, net of debt discount of $594,825 as of September 30, 2025 [1]  $705,175   $607,995 
Convertible Promissory Note entered into on 5/27/20, net of debt discount of $322,941 as of September 30, 2025 [2]   377,059    324,304 
Convertible Promissory Note entered into on 11/9/20, net of debt discount of $628,561 as of September 30, 2025 [3]   671,439    568,742 
Working Capital Promissory Note entered into on 3/22/21 [4]   1,205,557    1,204,567 
Total related-party debt   2,959,230    2,705,608 
Less: Current portion   (1,205,557)   (1,204,567)
 Related-party debt, long term  $1,753,673   $1,501,041 

 

 

 

[1]On April 27, 2020, we received proceeds of $1,300,000 from DBR Capital, LLC (“DBR Capital”), an entity controlled by a member of our Board of Directors and entered into a convertible promissory note. The note is secured by collateral of the Company and its subsidiaries. The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. Per the original terms of the agreement, the note was convertible into common stock at a conversion price of $0.01257 per share, which was amended on November 9, 2020, to reduce the conversion price to $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $1,300,000. During the nine months ended September 30, 2025, we recognized $97,180 of the debt discount into interest expense, and expensed an additional $195,012 of interest expense on the note, all of which was repaid during the period.

 

[2]On May 27, 2020, we received proceeds of $700,000 from DBR Capital, LLC, an entity controlled by a member of our Board of Directors and entered into a convertible promissory note. The note is secured by collateral of the Company and its subsidiaries. The note bears interest at 20% per annum, payable monthly, and the principal is due and payable on April 27, 2030. Per the original terms of the agreement, the note was convertible into common stock at a conversion price of $0.01257 per share, which was amended on November 9, 2020, to reduce the conversion price to $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $700,000. During the nine months ended September 30, 2025, we recognized $52,761 of the debt discount into interest expense and expensed an additional $105,003 of interest expense on the note, all of which was repaid during the period.

 

18

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

[3]On November 9, 2020, we received proceeds of $1,300,000 from DBR Capital, LLC, an entity controlled by a member of our Board of Directors and entered into a convertible promissory note. The note is secured by collateral of the Company and its subsidiaries. The note bears interest at 38.5% per annum, made up of a 25% interest rate per annum and a facility fee of 13.5% per annum, payable monthly beginning February 1, 2021, and the principal is due and payable on April 27, 2030. Per the terms of the agreement, the note is convertible into common stock at a conversion price of $0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $1,300,000. During the nine months ended September 30, 2025, we recognized $102,691 of the debt discount into interest expense and expensed an additional $375,372 of interest expense on the note, all of which was repaid during the period.

 

[4]On March 22, 2021, we entered into Securities Purchase Agreements to purchase 100% of the operating assets of SSA Technologies LLC (“SSA”), an entity that owns and operates a FINRA-registered broker-dealer. SSA is controlled and partially owned by Joseph Cammarata, our former Chief Executive Officer. (See NOTE 11). Commencing upon execution of the agreements and through the closing of the transactions, we agreed to provide certain transition service arrangements to SSA. In connection with the transactions, we entered into a Working Capital Promissory Note with SSA under which SSA was to have advanced to us up to $1,500,000 before the end of 2021; however, SSA only provided advances of $1,200,000, to date. The note bears interest at the rate of 0.11% per annum. The note was due and payable by January 31, 2022; however, has not yet been repaid as we consider our legal options in light of SSA’s failure to complete its funding obligations, and the other damages we sustained as a result of the actions of Mr. Cammarata. During the nine months ended September 30, 2025, we recorded interest expense of $990 on the note. The note was to have been secured by the pledge of 12,000,000 shares of our common stock; however, it remains unsecured as the pledge of shares was not implemented at the closing of the loan.

 

The loans referenced in footnotes 1-3 above were advanced under a Securities Purchase Agreement we entered into on April 27, 2020, with DBR Capital. Under the Securities Purchase Agreement (which was subsequently amended and restated), DBR Capital agreed to advance up to $11 million to us in a series of up to five closings through December 31, 2026, of which the amounts advanced covered in footnotes 1-3 above constituted the first three closings.

 

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. Accordingly, DBR Capital’s right to effect the fourth closing expired on August 31, 2205; 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 302,919,223 shares of the Company’s common stock (the “Romano/Raynor Purchased Shares”) from sellers consisting of Mario Romano, Annette Raynor, and a series of their family members and related entities (collectively, the “Sellers”). The Romano/Raynor Purchased Shares were purchased for aggregate consideration of $2,922,380, representing a price of $0.00964739 per share. One-eighth of the purchase price was paid within seven (7) days of the closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter. As of September 30, 2025, we owed $0 under the Romano/Raynor Agreement.

 

In addition to the cash consideration for the Purchased Shares, the Company also agreed to cover a limited amount of the legal fees incurred by the Sellers in the transaction, as well as provide Mr. Romano and Ms. Raynor with a $250,000 expense allowance, payable in installments, to cover legal fees and other expenses on a non-accountable basis, in connection with any matters that may arise in which either or both of Mr. Romano and/or Ms. Raynor served as officers and directors of the Company. In return, Mr. Romano and Ms. Raynor agreed to waive any future entitlement, if at all, to indemnification of costs and expenses, including legal fees under Nevada law or otherwise arising from or relating to any period in which Romano or Raynor were officers and directors of the Company.

 

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

 

19

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

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 472,374,710 shares of the Company’s common stock (the “Smith/Miller Purchased Shares”) from Ryan Smith and Chad Miller and certain of their respective affiliates and family members. The Smith/Miller Purchased Shares were purchased for aggregate purchase price of $3,571,146, representing a price of $0.007559985 per share. One-eighth of the purchase price was paid within seven (7) days of the closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter. As of September 30, 2025, we owed $446,393 under the Smith/Miller Agreement of which $446,393 is included in Accounts payable and accrued liabilities.

 

The consideration paid for the Purchased Shares of $3,571,146 was allocated to the share purchase (see NOTE 10).

 

NOTE 7 – DEBT

 

Our debt consisted of the following:

 

   September 30,
2025
   December 31,
2024
 
Loan with the U.S. Small Business Administration dated 4/19/20 [1]  $511,984   $519,863 
Total debt   511,984    519,863 
Less: current portion   29,244    29,244 
Debt, long term portion  $482,740   $490,619 

 

 

 

[1]In April 2020 we received proceeds of $500,000 from a loan entered into with the U.S. Small Business Administration. Under the terms of the loan interest is to accrue at a rate of 3.75% per annum and installment payments of $2,437 monthly will begin twelve months from the date of the loan, with all interest and principal due and payable thirty years from the date of the loan. During the nine months ended September 30, 2025, we recorded $14,024 worth of interest on the loan. During the nine months ended September 30, 2025, we made repayments on the loan of $21,933.

 

In November of 2020, we entered into notes with third parties for $19,089,500 in exchange for the cancellation of APEX leases previously entered into, which resulted in our purchase of all rights and obligations under the leases. We agreed to settle a portion of the debt during the year ended March 31, 2021, at a discount to the original note terms offered, by making lump sum payments, issuing 48,000,000 shares of our common stock, issuing 49,418 shares of our preferred stock, and issuing digital assets. The remaining notes were due December 31, 2024, and had a fixed monthly payment that is equal to 75% of the face value of the note, divided by 48 months. The monthly payments began the last day of January 2021 and continued until December 31, 2024, when the last monthly payment was made, along with a balloon payment equal to 25% of the face value of the note, to extinguish the debt. During the fourth quarter ended December 31, 2023, we offered all note holders an early payoff option. During the nine months ended September 30, 2024, we repaid a portion of the debt with cash payments of $274,217 and issuances of digital assets then valued at $116,310. As of December 31, 2024, the debt was paid in full.

 

NOTE 8 – DERIVATIVE LIABILITY

 

During the nine months ended September 30, 2025, we had the following activity in our derivative liability account relating to our warrants:

 

Derivative liability at December 31, 2024  $758 
Derivative liability recorded on new instruments   - 
Derivative liability reduced by warrant exercise   - 
(Gain) loss on fair value   (133)
Derivative liability at September 30, 2025  $625 

 

20

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

We use the binomial option pricing model to estimate fair value for those instruments at inception, at warrant exercise, and at each reporting date. During the nine months ended September 30, 2025, the assumptions used in our binomial option pricing model were in the following range:

 

Risk free interest rate   3.68% - 4.20% 
Expected life in years    0.00 - 0.75 
Expected volatility   20% - 118% 

 

NOTE 9 – 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 for use by our subsidiary Renu Laboratories LLC.

 

At commencement of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $22,034. The original 24.5-month term of the Wyckoff Lease was extended twice through July 2027 with an option for the Company to terminate with 60 days’ written notice beginning June 1, 2026. The earliest termination date is July 31, 2026. At the first extension of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $23,520. At the second extension of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $25,439.

 

At date of acquisition of the Haverford Lease, right-of-use assets and lease liabilities obtained amounted to $125,522 and $152,961, respectively. The term of the Haverford Lease was initially extended through December 2024. At the extension of the Haverford Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $172,042. On September 26, 2025, the term of the Haverford Lease was extended through December 31, 2026.

 

At commencement of the Warminster Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $108,327. The Warminster Lease will automatically terminate after the 14-month term.

 

At commencement of the Ivyland Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $115,037. The Ivyland Lease will automatically terminate after the 24-month term.

 

Operating lease expense was $126,550 for the nine months ended September 30, 2025. Operating cash flows used for the operating leases during the nine months ended September 30, 2025, were $132,651. As of September 30, 2025, the weighted average remaining lease term was 1.13 years, and the weighted average discount rate was 12%.

 

Future minimum lease payments under non-cancellable leases as of September 30, 2025 were as follows:

 

      
Remainder of 2025  $45,077 
2026   75,297 
2027   7,261 
Total   127,635 
Less: Interest   (9,129)
Present value of lease liability   118,506 
Operating lease liability, current [1]   (102,902)
Operating lease liability, long term  $15,604 

 

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

 

21

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

NOTE 10 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

Preferred Stock

 

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

 

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

 

During the year ended March 31, 2021, we commenced an offering to sell a total of 2,000,000 units at $25 per unit (“the Unit Offering”), with each unit consisting of: (i) one share of our newly authorized Series B Preferred Stock and (ii) five warrants each exercisable to purchase one share of common stock at an exercise price of $0.10 per warrant share. Each warrant offered is immediately exercisable on the date of issuance, will expire 5 years from the date of issuance, and its value has been classified as a fair value liability due to the terms of the instrument (see NOTE 8). The Unit Offering was completed on or about August 17, 2021, having resulted in the public offer and sale of 252,192 Units.

 

As of September 30, 2025, and December 31, 2024, we had 252,192 shares of preferred stock issued and outstanding.

 

Preferred Stock Dividends

 

During the nine months ended September 30, 2025, we declared $614,505 of cumulative cash dividends due to the holders of our Series B Preferred Stock. We made payments of $499,275 in cash and issued $121,200 worth of digital assets to reduce the amounts owing. As of September 30, 2025 and December 31, 2024, the dividend liability on our balance sheets was $239,131 and $245,101, respectively.

 

During the nine months ended September 30, 2024, we declared $614,505 for cumulative cash dividends due to the shareholders of our Series B Preferred Stock. We made payments of $497,266 in cash and issued $122,726 worth of digital assets to reduce the amounts owing.

 

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 $1,000,000 in aggregate value of shares of the Company’s common stock, through March 6, 2026. During the nine months ended September 30, 2025, 8,501,503 shares have been repurchased for $137,261. These shares are being held by the Company in Treasury.

 

During the nine months ended September 30, 2024, we repurchased 472,374,710 shares from two of the original founders of the Company and a series of their family members and related entities in exchange for cash of $446,391 and payables of $3,124,755 (see NOTE 6). Also, during the nine months ended September 30, 2024, we cancelled 1,750,000 shares that had been issued but were forfeited by choice. As of the date of this filing, the forfeited shares had been returned and cancelled. All forfeited shares have been deemed cancelled as of September 30, 2024 and as a result, we decreased common stock by $1,750 and increased additional paid in capital by the same. The forfeiture also resulted in the reversal of previously recorded expense resulting in a net $10,002 reduction in stock-based compensation based on grant date fair values and vesting terms of awards granted in prior periods.

 

As of September 30, 2025 and December 31, 2024, we had 1,859,231,786 and 1,859,231,786 shares of common stock issued and 1,850,730,283 and 1,859,231,786 shares of common stock outstanding, respectively.

 

22

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

Options

 

The 2022 Incentive Plan authorizes a variety of incentive awards consisting of stock options, restricted stock, restricted stock units, and reserves for issuance up to 600,000,000 shares of the Company’s common stock.

 

Transactions involving our options are summarized as follows:

 

           Weighted 
           Average 
       Weighted   Grant-Date 
   Number of   Average   Per Share 
   Options   Exercise Price   Fair Value 
Options outstanding at December 31, 2024   351,416,665   $0.05   $0.03 
Granted   -   $-   $- 
Canceled/Expired   -   $-   $- 
Exercised   -   $-   $- 
Options outstanding at September 30, 2025   351,416,665   $0.05   $0.03 

 

Details of our options outstanding as of September 30, 2025, are as follows:

 

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)
 
 236,741,665   $0.05    3.76    3.88 

 

Total stock compensation expense related to the options for the nine months ended September 30, 2025, and 2024, was $1,164,355 and $1,193,708, respectively. As of September 30, 2025, there was approximately $2.1 million of unrecognized compensation cost related to the Options, which is expected to be recognized over a remaining weighted-average vesting period of approximately 1 year.

 

Warrants

 

Transactions involving our warrants are summarized as follows:

 

       Weighted 
   Number of   Average 
   Shares   Exercise Price 
Warrants outstanding at December 31, 2024   1,178,090   $0.10 
Granted   -   $- 
Canceled/Expired   (218,740)  $0.10 
Exercised   -   $- 
Warrants outstanding at September 30, 2025   959,350   $0.10 

 

Details of our warrants outstanding as of September 30, 2025, are as follows:

 

Warrants Exercisable   Weighted Average
Contractual Life of Warrants
Outstanding and Exercisable
(Years)
 
 959,350    0.53 

 

23

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

Class B Units of Investview Financial Group Holdings, LLC

 

As of September 30, 2025, and December 31, 2024, there were 565,000,000 Units of Class B Investview Financial Group Holdings, LLC issued and outstanding. These units were issued as consideration for the 2021 purchase of operating assets and intellectual property rights of MPower, a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members. The Class B Redeemable Units have no voting rights but can be exchanged for 565,000,000 shares of our common stock on a one-for-one basis at any time that they are outstanding, subject to the Company’s right to redeem the Class B Units under certain circumstances, including at any time beginning on September 3, 2028. The shares of our common stock issuable upon exchange of the Class B Units were subject to a lock up agreement that has now expired. In order to properly account for the purchase transaction on the Company’s financial statements, we were required by applicable financial reporting standards to value the Class B Units issued to MPower in the transaction as of the closing date of the MPower sale transaction (September 3, 2021). For these accounting purposes, we concluded that the “fair value” of the consideration for financial accounting purposes, at the if-converted market value of the underlying common shares was $58.9 million, based on the closing market price of $0.1532 on the closing date of September 3, 2021, as discounted from $86.6 million by 32% (or $27.7 million) to reflect the significant lock up period. The “fair value” valuation of the Class B Units, however, was completed relying on a certain set of methodologies that are accepted for accounting purposes and is not necessarily indicative of the “fair market value” that may be implied relative to such Units in a commercial transaction not governed by financial reporting standards. In particular, the methodology used to value the Class B Units at their “fair value” did not take into account any blockage discounts that may otherwise apply after the expiration of the lock-up period in 2025; while other valuation methodologies, not bound by financial reporting codifications, would possibly determine that the blockage discount associated with the resale of 565 million shares after the expiration of the lock-up period, into a marketplace that has limited market liquidity, could possibly have a material downward influence on the valuation.

 

NOTE 11 – COMMITMENTS AND CONTINGENCIES

 

Litigation and Legal Proceedings

 

In the ordinary course of business, we may be, or have been, involved in material third-party litigation and other legal proceedings and administrative actions, or exposed to material contingencies or commitments in the course of our business, as described below.

 

Settlement of SEC Inquiry

 

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, but paid a civil monetary penalty of $375,000 to conclude the inquiry. The Company considers this matter to be closed.

 

24

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

Exposure to potential claims arising from third-party financial protection plan

 

Historically, through our wholly-owned subsidiaries Apex Tek, LLC (“Apex”) 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 $19 million of promissory notes due on or about December 31, 2024 (which amount reflects the principal amount invested by all of such lease holders, plus a 25% premium). During the fourth quarter ended December 31, 2023, we further offered all note holders an early payoff option. By December 31, 2024, we had repaid or settled the approximately $19 million of promissory notes.

 

Included in the Apex sale and leaseback program that was discontinued in 2021, was a “guaranteed assets buy-back product” underwritten, administered and managed 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 that 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, iGenius members who purchased ndau digital currency through an Oneiro, N.A. Inc. (“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 that 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 in August 2023, we distributed over $16.6 million in ndau to our members purportedly supported by the TPP Program. As in the same case as had been done with respect to the Apex customers, TPP was paid substantial premiums for the program, and those premiums were included in the purchase price for the ndau program, at no additional cost to the customer.

 

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 members; despite the payment of over $6 million to TPP to secure the benefits of the TPP Program. Our level of concern over the viability of the TPP Program has recently increased materially as we have come to learn that: (i) certain of our customers have been unable to reach TPP in order to process claims for their 5-year promised returns; (ii) certain customers have informed us that the TPP website has been inoperative and customers have been unable to process their claims; and (iii) an email communication purportedly from TPP, or an affiliate thereof, has been received by certain of customers in which the sender asserts that the obligations of TPP under the TPP Program were (unbeknownst to us and our customers) purportedly dependent on the financial wherewithal of another heretofore undisclosed TPP affiliate, that the email claims now has no ability to satisfy the commitments originally made by TPP.

 

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 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 and administered 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, the risk that any failure of TPP to fulfill 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 could have an adverse effect on our business, financial condition, and operating results.

 

25

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

To respond to these our concerns relative to the ability of TPP to satisfy its contractual commitments, and in an effort to advance the interests of our customers, on March 28, 2025, we commenced an action against TPP , UIU Holdings LLC, Jason R. Anderson, Jacob S. Anderson, and Schad E. Brannon (collectively, the “Defendants”), 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 the Defendants to fulfill the commitments that were made to the Company’s customers under the TPP Program. At present, we are in the process of responding to certain procedural challenges that have been raised by the Defendants in response to the Complaint, including motions to dismiss the Complaint that we are opposing. 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.

 

We have instituted a legal proceeding instituted to collect significant balance owed by credit card processor and clearing bank

 

Our financial statements as of September 30, 2025 reflect a receivables balance of $2.69 million. Of that balance, $2.13 million represents receivables that arise out of credit card transactions generated by our iGenius subsidiary. The credit card transactions that arise out of the ordinary course operations of our iGenius subsidiary are handled by credit card processors, in conjunction with their clearing banks. Over time, the balance of credit card collections being held by one of our credit card processors and its clearing bank, which are legally supposed to be held for our benefit, subject to coverage for chargebacks and other normal course collection issues, has increased to approximately $1.87 million, an amount that has been generally confirmed by the credit card processor. As they had been unresponsive to our repeated demands for payment, claiming that they were in the process of concluding their internal accounting of the amounts due and evaluating any possible exposure to chargebacks and other normal course collection issues, in March 2024, we instituted a lawsuit against this credit card processor and its clearing bank seeking, among other things, an accounting for and repayment of the withheld funds. We continue to assert our rights of recovery in the due course of the litigation. Due to the inherent delays and uncertainty of the litigation process, there can still be no assurances that we will be able to collect some or all of the funds owed to us. Should we be unable to collect some or all of the funds owed, we will be caused to incur a corollary bad debt expense of up to the uncollected amount which is currently approximately $1.87 million. Furthermore, we may be caused under generally accepted accounting principles, to incur a bad debt expense if it is determined that the amounts owed to us are unlikely to be collected, although we have not yet reached that conclusion. A charge of up to $1.87 million, which represents less than 10% of our current assets, would not have a material adverse effect upon our long-term liquidity, however, could have a material adverse effect upon our net earnings in the period incurred.

 

Potential exposure to administrative proceeding asserted by Polish regulatory authority relating to Company’s iGenius network

 

Our iGenius products and services are marketed by a global network of independent distributors using a direct selling business model. Although we believe that our direct selling business model is in material compliance with applicable legal standards, direct selling programs similar to ours and others within the industry, in general, have periodically been the target of regulatory scrutiny by federal, state, and local governmental agencies in the United States and foreign countries, including the Federal Trade Commission (“FTC”), whose regulatory authority extends to the prevention of fraudulent or deceptive schemes, often referred to as “pyramid” schemes. Since March 2025 we have been responding to an inquiry from Poland’s Office of Competition and Consumer Protection (“UOKiK”) as it has instituted formal proceedings against iGenius alleging that iGenius is not a bona fide financial education platform and is instead operating a pyramid scheme that is focused more on the recruitment of new members and not the sale or use of the underlying products or services being offered. Based on our analysis of the applicable legal standards, and the tracking of our sales within Poland in which the predominant portion of our sales consist of membership sales driven by our members, we believe that the iGenius direct selling business operating within Poland complies with all applicable legal standards and we disagree with any claims to the contrary. Despite our strong belief in our position, should we not succeed in our defense of the matter, we could, among other things, become subject to financial fines and penalties (limited to 3% of the annual revenue derived from sales in Poland); and/or be required to modify or suspend certain or a material portion of our operations in Poland. In addition, should we not succeed on the merits of our defense of the matter, we could be exposed to similar claims from other European regulators, which itself could cause a cascading and similar adverse impact on our operations in Europe, all of which could have a materially adverse impact on the Company. It is still too early in the proceedings for us to draw a likely conclusion on the outcome of the matter, and iGenius is cooperating with UOKiK’s investigation.

 

26

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

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, Mr. Cammarata and the Company engaged in certain transactions as described below:

 

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

 

On March 22, 2021, we entered into Securities Purchase Agreements to purchase 100% of the operating assets of SSA Technologies LLC, an entity that owns and operates a FINRA-registered broker-dealer. SSA is controlled and partially owned by Joseph Cammarata, our former Chief Executive Officer. Commencing upon execution of the agreements and through the closing of the transactions, we agreed to provide certain transition service arrangements to SSA. In connection with the transactions, we entered into a Working Capital Promissory Note with SSA under which SSA was to have advanced to us up to $1,500,000 before the end of 2021; however, SSA has only provided advances of $1,200,000 to date. The note bears interest at the rate of 0.11% per annum therefore we recognized $990 worth of interest expense on the loan during the nine months ended September 30, 2024. The note was due and payable by January 31, 2022; however, has not yet been repaid as we consider our legal options in light of SSA’s failure to complete its funding obligations. The note was to have been secured by the pledge of 12,000,000 shares of our common stock; however, it remains unsecured as the pledge of shares was not implemented at the closing of the loan. As a result of his recent incarceration, the Company has been unable to further adjudicate these issues with Mr. Cammarata.

 

27

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

NOTE 12 – SEGMENT REPORTING

 

The Company has three reportable segments, Financial Education and Technology, Blockchain Technology and Crypto Mining Products and Services, and Manufacturing and Development of Health, Beauty, and Wellness Products. The reportable segments are identified based on the types of products that generate revenue.

 

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 three and nine months ended September 30, 2025, and 2024, there were no intersegment revenues or costs of revenues that needed to be eliminated in the Consolidated Statements of Operations.

 

The Financial Education and Technology segment generates revenue through membership fees. The Blockchain Technology and Crypto Mining segment generates revenue primarily through its Bitcoin mining operation. 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, 2025.

SCHEDULE OF SEGMENT REVENUE AND SEGMENT NET INCOME FROM OPERATIONS, INCLUDING SIGNIFICANT EXPENSE 

 

  

Financial Education

and Technology

   Blockchain Technology and Crypto Mining Products and Services   Manufacturing and Development of Health, Beauty, and Wellness Products [1]   Total 
Revenue  $7,066,734   $923,603   $1,062,271   $9,052,608 
                     
Less:                    
Commissions   4,008,062    -    -    4,008,062 
Market experts   181,256    -    -    181,256 
Credit card processing   316,779    -    -    316,779 
Salary and related   399,655    56,256    416,690    872,601 
Selling and marketing   356,079    -    287    356,366 
Energy and hosting   -    1,052,220    -    1,052,220 
Depreciation   431    126,427    -    126,858 
Cost of sales   -    -    920,048    920,048 
Gain on disposal of assets   -    (21,414)   -    (21,414)
General and administrative [2]   541,367    60,990    355,226    957,583 
                     
Segment net income (loss) from operations  $1,263,105   $(350,876)  $(629,980)  $282,249 

 

[1] The Development of Health, Beauty and Wellness Products business was acquired in October 2024.
   
[2] General and administrative costs consist mainly of professional fees, contracting services, insurance, information technology and software, and other payment processing fees.

 

28

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

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, 2024.

 

  

Financial Education

and Technology

   Blockchain Technology and Crypto Mining Products and Services   Total 
Revenue  $11,175,466   $567,415   $11,742,881 
                
Less:               
Commissions   6,270,310    -    6,270,310 
Market experts   285,100    -    285,100 
Credit card processing   508,183    -    508,183 
Salary and related   453,766    188,761    642,527 
Selling and marketing   16,563    -    16,563 
Energy and hosting   -    972,466    972,466 
Depreciation   460    1,034,879    1,035,339 
Impairment   -    977,418    977,418 
General and administrative [1]   384,300    103,300    487,600 
                
Segment income (loss) from operations  $3,256,784   $(2,709,409)  $547,375 

 

[1] General and administrative costs consist mainly of professional fees, contracting services, insurance, and information technology and software.

 

The following table illustrates the reconciliation of segment operating income to net income before taxes for the three months ended September 30, 2025, and 2024.

 

   September 30,
2025
   September 30,
2024
 
Segment income from operations  $282,249   $547,375 
           
Reconciling items          
Other profit (loss) [1]   (1,696,022)   (1,343,950)
Bank interest   53,859    17,922 
Event ticket sales   221,757    - 
Leasing income   63,244    63,245 
All other, net   222,550    47
           
Net income (loss) before income taxes  $(852,363)  $(715,361)

 

[1] Other profit (loss) is attributable to corporate and nonoperating segment expenses and is therefore not included in the total for segment gross profit (loss).

 

29

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

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.

 

  

Financial Education

and Technology

   Blockchain Technology and Crypto Mining Products and Services   Manufacturing and Development of Health, Beauty, and Wellness Products [1]   Total 
Revenue  $23,702,859   $2,615,778   $2,787,941   $29,106,578 
                     
Less:                    
Commissions   13,260,667    -    -    13,260,667 
Market experts   542,376    -    -    542,376 
Credit card processing   1,042,958    -    -    1,042,958 
Salary and related   1,240,463    272,277    1,093,898    2,606,638 
Selling and marketing   535,290    -    7,352    542,642 
Energy and hosting   -    3,143,119    -    3,143,119 
Depreciation   1,336    477,303    -    478,639 
Cost of sales   -    -    2,474,715    2,474,715 
Gain on Disposal of Assets   -    (113,251)   -    (113,251)
General and administrative [2]   1,509,857    266,003    909,493    2,685,353 
                     
Segment net income (loss) from operations  $5,569,912   $(1,429,673)  $(1,697,517)  $2,442,722 

 

[1] The Development of Health, Beauty and Wellness Products business was acquired in October 2024.
   
[2] General and administrative costs consist mainly of professional fees, contracting services, insurance, information technology and software, and other payment processing fees.

 

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, 2024.

 

  

Financial Education

and Technology

   Blockchain Technology and Crypto Mining Products and Services   Total 
Revenue  $36,232,688   $4,288,791   $40,521,479 
                
Less:               
Commissions   19,988,364    -    19,988,364 
Market experts   832,800    -    832,800 
Credit card processing   1,613,096    -    1,613,096 
Salary and related   1,612,912    808,929    2,421,841 
Selling and marketing   547,195    303    547,498 
Energy and hosting   -    3,870,713    3,870,713 
Depreciation   1,105    3,334,905    3,336,010 
Gain on disposal of assets   -    180,223    180,223 
Impairment   -    977,418    977,418 
General and administrative [1]   1,035,890    282,619    1,318,509 
                
Segment income (loss) from operations  $10,601,326   $(5,166,319)  $5,435,007 

 

[1] General and administrative costs consist mainly of professional fees, contracting services, insurance, information technology and software, and other payment processing fees.

 

30

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

The following table illustrates the reconciliation of segment operating income to net income before taxes for the nine months ended September 30, 2025, and 2024.

 

   September 30,
2025
   September 30,
2024
 
Segment income from operations  $2,442,722   $5,435,007 
           
Reconciling items          
Other profit (loss) [1]   (4,384,585)   (3,908,099)
Bank interest   154,394    46,798 
Event ticket sales   274,430    350,635 
Leasing income   189,733    300,248 
All other, net   222,368    31,979 
           
Net income (loss) before income taxes  $(1,100,938)  $2,256,568 

 

[1] Other profit (loss) is attributable to corporate and nonoperating segment expenses and is therefore not included in the total for segment gross profit (loss).

 

NOTE 13 – ACQUISITION

 

On October 11, 2024, Renu Laboratories LLC (a wholly owned subsidiary of myLife Wellness Company which is a wholly owned subsidiary of Investview, Inc.) closed on the purchase of the business and assets of Renu Labs, Inc. (“Seller”), along with a 100% ownership interest in Goldman’s Pharmaceuticals LLC and a 50% ownership interest in ELRT Technologies, LLC (together known as “Renu Labs”) from Gregg Hanson. Renu Labs is a manufacturer of proprietary and other health, beauty, and wellness products. The total purchase price of Renu Labs was $1,780,000.

 

The transaction was accounted for as a business combination using the acquisition method of accounting in accordance with the ASC Topic 805, Business Combination. The following table summarizes the purchase accounting for the fair value of the assets acquired and liabilities assumed at the date of the acquisition:

 

      
Cash  $1,495 
Customer deposits – intercompany   7,360 
Domain names [1]   40,310 
Raw materials   149,260 
Manufacturing equipment   717,020 
Total assets acquired  $915,445 
      
Accounts payable  $323 
Customer deposits   572,386 
Total liabilities assumed  $572,709 
      
Net assets acquired   342,736 
      
Consideration [2]  $1,207,614 
Fair value of noncontrolling interest in ELRT Technologies, LLC   8,823 
Total   1,216,437 
      
Goodwill  $873,701 

 

[1] Domain names were deemed to have an indefinite life; therefore, amounts are not amortized, but rather are assessed for impairment as further discussed in our impairment policy.
   
[2] This amount is equal to the $1,780,000 purchase price less $572,386 of customer deposits collected by Renu Labs, Inc. prior to acquisition.

 

31

 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2025

(Unaudited)

 

NOTE 14 – INCOME TAXES

 

For the periods ended September 30, 2025 and 2024, the Company used a discrete effective tax rate method for recording income taxes, as compared to an estimated full year annual effective tax rate method, as an estimate of the annual effective tax rate cannot be made.

 

Provision for Income taxes for the three and nine months ended September 30, 2025 was $4,000 and $15,000, respectively, resulting in an effective tax rate of (0.5)% and (1.4)%, respectively. Provision for Income taxes for the three and nine months ended September 30, 2024 was $95,287 and $864,429, respectively, resulting in an effective tax rate of (13.3)% and 38.3%, respectively. The provision for income taxes was primarily impacted by pretax book income, permanent differences, and by the change in valuation allowance on deferred tax assets.

 

NOTE 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 period end, according to the stock repurchase program (see NOTE 10), the Company bought back 1,736,259 shares of their own common stock for $46,084. These shares are being held by the Company in Treasury.

 

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act (“OBBBA”). This bill includes various provisions, among them including the allowance of immediate expensing of qualifying research and development expenses and extensions of certain provisions within the Tax Cuts and Jobs Act. The OBBBA includes some provisions effective in 2025 and others in subsequent years. We are currently assessing its impact on our consolidated financial statements.

 

During October 2025, the Company invested $1.25 million in Dream SPV VA LLC, 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. These technologies are designed to address the rapidly expanding energy requirements of high-demand industries, including artificial intelligence (AI), data centers, and advanced manufacturing. The investment comes amid renewed momentum around modular, rapidly deployable energy systems, supported by recent federal initiatives and Department of Energy programs promoting advanced-reactor innovation.

 

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

 

Forward-Looking Statements

 

The following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as noted by use of the words “believe,” “expect,” “plan,” “project,” “estimate,” and similar expressions are used, they identify forward-looking statements. These forward-looking statements are based on management’s current beliefs and assumptions and information currently available to management, and involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Information concerning factors that could cause our actual results to differ materially from these forward-looking statements can be found elsewhere in this Report and in our periodic reports filed with the U.S. Securities and Exchange Commission. The forward-looking statements included are made only as of the date of this report. Except as required by law, we have no obligation and do not undertake to update or revise any such forward-looking statements to reflect events or circumstances after the date of the report.

 

Business Overview

 

We operate a diversified financial technology services company operating across multiple business units that feature the sale of financial education products and services through a global network of independent distributors, the manufacture and sale of consumer health, wellness and nutrition products, an early-stage online trading broker-dealer platform for self-directed retail investors, and a sustainable blockchain technology focused on Bitcoin mining and related infrastructure.

 

Results of Operations

 

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

 

Revenues

 

   Three Months Ended September 30,   Increase 
   2025   2024   (Decrease) 
   (unaudited)   (unaudited)     
Membership revenue, net of refunds, incentives, credits, and chargebacks  $7,066,734   $11,175,466   $(4,108,732)
Mining revenue   923,603    567,415    356,188 
Health and wellness product sales   1,029,673    -    1,029,673 
Other revenue   32,598    -    32,598 
Total revenue, net  $9,052,608   $11,742,881   $(2,690,273)

 

Total revenue, net, decreased $2,690,273, or 23%, from $11,742,881 for the three months ended September 30, 2024, to $9,052,608 for the three months ended September 30, 2025. The reduction in total revenue, net, can be attributed to a $4.1 million contraction in our membership revenue, partially offset by an increase of $356 thousand and $1.0 million in mining revenue and our health and wellness product sales, respectively. The $4.1 million (37%) decrease in membership revenue was due to the global macroeconomic downturn as individuals re-evaluated their spending priorities, lifestyle habits, and engagement preferences, causing a slowdown in direct sales and home-based businesses. This decrease was offset by the $356 thousand or 63% increase in mining revenue, a direct result of an increase in the price of Bitcoin, partially offset by an increase in Bitcoin Network Difficulty and a $1.0 million increase in health and wellness product sales that arose from our October 2024 acquisition of the business and assets of Renu Laboratories, Inc.

 

Operating Costs and Expenses

 

   Three Months Ended September 30,   Increase 
   2025   2024   (Decrease) 
   (unaudited)   (unaudited)     
Cost of sales and service  $2,153,524   $1,257,569   $895,955 
Commissions   4,008,062    6,270,310    (2,262,248)
Selling and marketing   356,556    16,751    339,805 
Salary and related   1,773,323    1,471,649    301,674 
Professional fees   536,090    416,410    119,680 
Impairment expense   -    977,418    (977,418)
Gain on disposal of assets   (21,414)   -    (21,414)
General and administrative   1,284,273    2,031,269    (746,996)
Total operating costs and expenses  $10,090,414   $12,441,376   $(2,350,962)

 

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Operating costs decreased $2,350,962 or (19%), from $12,441,376 for the three months ended September 30, 2024, to $10,090,414 for the three months ended September 30, 2025. The decrease can be explained by a reduction in commissions of $2.3 million, which was a result of a decrease in our membership revenue, a reduction in general and administrative expenses of $747 thousand, which was a result of decreases in credit card processing fees due to the decreases in our membership revenue, decreases in costs related to our mining operations, and a reduction in selling and marketing expenses of $340 thousand, which was due to a decrease in costs associated with promotional events iGenius held during the three months ended September 30, 2025 and 2024. Additionally, there was a decrease of $977 thousand in impairment expense as our mining equipment was written down in the prior year period, with no similar write down in the current period. These decreases were partially offset by an increase in compensation of $302 thousand and an increase in the cost of sales and services of $896 thousand, which was a result of the acquisition of our health, beauty, and wellness business that was acquired in October of 2024.

 

Other Income and Expenses

 

   Three Months Ended September 30,     
   2025   2024   Change 
   (unaudited)   (unaudited)     
Gain (loss) on settlement  $(111,277)  $-   $(111,277)
Gain (loss) on fair value of derivative liability   (20)   2,034    (2,054)
Realized gain (loss) on digital assets   (42,737)   1,558    (44,295)
Unrealized gain (loss) on digital assets   219,771    -    219,771 
Interest expense   (4,726)   (4,726)   - 
Interest expense, related parties   (310,594)   (310,594)   - 
Other income (expense)   435,026    294,862    140,164 
Total other income (expense)  $185,443   $(16,866)  $202,309 

 

We recorded other income of $185,443 for the three months ended September 30, 2025, which was an increase of $202,309, or 1200%, from the prior year other expense of $16,866. The change is mainly due to an unrealized gain on digital assets in the current period of $220 thousand compared to no unrealized gain or loss in the prior year due to the Company’s adoption of ASU No. 2023-08, as shown in NOTE 5 of the financial statements included in this filing, for the year ended December 31, 2025, effective as of January 1, 2025. The change is also due to an increase in other income in the current period of $140 thousand, as a result of an increase in ticket sales from an iGenius promotional event, partially offset by a $111 thousand loss on settlement during the current period.

 

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

 

Revenues

 

   Nine Months Ended September 30,   Increase 
   2025   2024   (Decrease) 
   (unaudited)   (unaudited)     
Membership revenue, net of refunds, incentives, credits, and chargebacks  $23,702,859   $36,232,688   $(12,529,829)
Mining revenue   2,615,778    4,288,791    (1,673,013)
Health and wellness product sales   2,709,692    -    2,709,692 
Other revenue   78,249    -    78,249 
Total revenue, net  $29,106,578   $40,521,479   $(11,414,901)

 

Total revenue, net, decreased $11,414,901, or 28%, from $40,521,479 for the nine months ended September 30, 2024, to $29,106,578 for the nine months ended September 30, 2025. The reduction in total revenue, net, can be attributed to a $12.5 million contraction in our membership revenue and a $1.7 million contraction in our mining revenue, partially offset by an increase of $2.7 million in health and wellness product sales and an increase of $78 thousand in other revenue, also related to our health and wellness product sales. The $12.5 million (35%) decrease in membership revenue was due to the global macroeconomic downturn as individuals re-evaluated their spending priorities, lifestyle habits, and engagement preferences, causing a slowdown in direct sales and home-based businesses. The $1.7 million (39%) decrease in mining revenue was a result of “Bitcoin Halving” which occurred on April 19, 2024, decreasing the reward to 3.125 Bitcoin per block solved from the previous reward rate of 6.25 Bitcoin per block solved, an increase in Bitcoin Network Difficulty, partially offset by an increase in the price of Bitcoin. These decreases were offset by a $2.7 million increase in health and wellness product sales and a $78 thousand increase in other revenue related to our health and wellness sales that arose from our October 2024 acquisition of the purchase of the business and assets of Renu Laboratories, Inc.

 

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Operating Costs and Expenses

 

   Nine Months Ended September 30,   Increase 
   2025   2024   (Decrease) 
   (unaudited)   (unaudited)     
Cost of sales and service  $6,160,210   $4,703,513   $1,456,697 
Commissions   13,260,667    19,988,364    (6,727,697)
Selling and marketing   543,214    548,559    (5,345)
Salary and related   5,202,824    4,859,463    343,361 
Professional fees   1,554,123    1,201,406    352,717 
Impairment expense   -    977,418    (977,418)
Gain (loss) on disposal of assets   (113,251)   180,223    (293,474)
General and administrative   3,966,771    6,435,522    (2,468,751)
Total operating costs and expenses  $30,574,558   $38,894,468   $(8,319,910)

 

Operating costs decreased $8,319,910 or (21%), from $38,894,468 for the nine months ended September 30, 2024, to $30,574,558 for the nine months ended September 30, 2025. The decrease can be explained by a reduction in commissions of $6.7 million, which was a result of a decrease in our membership revenue, a reduction in general and administrative expenses of $2.5 million, which was a result of decreases in credit card processing fees due to the decreases in our membership revenue, a decrease in depreciation related to our mining equipment, partially offset by an increase in contract services, and a $113 thousand loss on the sale of mining equipment. Additionally, there was a decrease of $977 thousand in impairment expense related to our mining equipment in 2024. These decreases were partially offset by an increase in compensation of $343 thousand, increases in professional fees of $353 thousand, and an increase in the cost of sales and services of $1.5 million, which was a result of the acquisition of our health, beauty, and wellness business that was acquired in October of 2024.

 

Other Income and Expenses

 

   Nine Months Ended September 30,     
   2025   2024   Change 
   (unaudited)   (unaudited)     
Gain (loss) on settlement  $(111,277)  $-   $(111,277)
Gain (loss) on fair value of derivative liability   133    5,434    5,301 
Realized gain (loss) on digital assets   77,006    284,112    (207,106)
Unrealized gain (loss) on digital assets   399,029    -    399,029 
Interest expense   (16,682)   (14,076)   (2,606)
Interest expense, related parties   (929,008)   (929,934)   926 
Other income (expense)   947,841    1,284,021    (336,180)
Total other income (expense)  $367,042   $629,557   $(262,515)

 

We recorded other income of $367,042 for the nine months ended September 30, 2025, which was a decrease of $262,515, or 42%, from the prior year’s other income of $629,557. The change is due to a realized gain on digital assets in the current period of $77 thousand compared to a gain of $284 thousand in the prior year and a decrease in other income in the current period of $336 thousand, as a result of a decrease in lease payments received under a structured equipment lease agreement, a decrease in ticket sales from a promotional event iGenius held during the nine months ended September 30, 2024, and a loss on settlement. These decreases were partially offset by an unrealized gain on digital assets in the current period of $399 thousand compared to no unrealized gain or loss in the prior year due to the Company’s adoption of ASU No. 2023-08, as shown in NOTE 5 of the financial statements included in this filing, for the year ended December 31, 2025, effective as of January 1, 2025.

 

Liquidity and Capital Resources

 

During the nine months ended September 30, 2025, we met our short-and long-term working capital and capital expenditure requirements. At September 30, 2025, we had a total of $15.1 million in cash and cash equivalents, which we believe is sufficient to meet our debt service, preferred stock dividend payments and all other obligations in a timely manner and be able to meet our objectives.

 

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During the nine months ended September 30, 2025, we recorded net loss from operations of $1,467,980 and net loss of $1,111,938. As of September 30, 2025, we have unrestricted cash of $15,080,456. Also, as of September 30, 2025, our current assets exceeded our current liabilities to result in working capital of $12,313,762 and our digital asset balance was reported at a fair value of $3,794,502. Management does not believe there are any liquidity issues as of September 30, 2025.

 

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, 2025, are not necessarily indicative of the operating results that may be expected for our year ending December 31, 2025, as will be included in the filing of our Annual Report on Form 10-K for the year ending December 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2024 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

 

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.

 

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, 2025 and 2024, $0 and $977,418 of impairment was recorded, respectively.

 

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Revenue Recognition

 

Membership Revenue

 

Most of our revenue is generated by membership sales and payment is received at the time of purchase. 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, 2025, and December 31, 2024, our deferred revenues for membership revenue were $1,597,281 and $1,905,734, respectively.

 

Mining Revenue

 

We generate revenue from mining bitcoin. The Company has 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 is terminable at any time by either party without penalty. Further, since the contract is continuously renewing, second by second, the mining contract is considered to have a duration of less than 24 hours for accounting purposes. The Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, we are entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which calculates our share of block rewards, transaction fees, and mining pool operator fees. We are entitled to consideration even if a block is 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”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contract with the mining pool operator. The transaction consideration the Company receives is net of a contractually agreed upon mining pool operator fee charged and kept by the mining pool operator and is noncash, in the form of Bitcoin. Given that the contract is continuously renewing, and the duration is considered to be less than 24 hours, the Company measures the transaction consideration at fair value on the date Bitcoin is received. The consideration is variable. The amount of consideration recognized is constrained to the amount of consideration received, which is when it is probable a significant reversal will not occur. There is 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.

 

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, 2025, and December 31, 2024, deposits collected from customers for orders to be filled at a future date were $593,096 and $1,014,164, 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.

 

Revenue generated for the three months ended September 30, 2025, was as follows:

 

   Membership
revenue
  

Mining revenue

  

Health and wellness

product sales

   Other Revenue   Total 
Gross billings/receipts  $7,526,954   $923,603   $1,041,851   $32,598   $9,525,006 
Refunds, incentives, credits, and chargebacks   (460,220)   -    (12,178)   -    (472,398)
Net revenue  $7,066,734   $923,603   $1,029,673   $32,598   $9,052,608 

 

Foreign revenues for the three months ended September 30, 2025 were approximately $6.1 million while domestic revenue for the three months ended September 30, 2025 was approximately $3.0 million.

 

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Revenue generated for the three months ended September 30, 2024, was as follows:

 

   Membership
Revenue
   Mining Revenue   Total 
Gross billings/receipts  $12,023,415   $567,415   $12,590,830 
Refunds, incentives, credits, and chargebacks   (847,949)   -    (847,949)
Net revenue  $11,175,466   $567,415   $11,742,881 

 

Foreign revenues for the three months ended September 30, 2024 were approximately $10.3 million while domestic revenue for the three months ended September 30, 2024 was approximately $1.4 million.

 

Revenue generated for the nine months ended September 30, 2025, was as follows:

 

   Membership
revenue
   Mining revenue  

Health and wellness

product sales

   Other Revenue   Total 
Gross billings/receipts  $25,166,094   $2,615,778   $2,722,041   $78,249   $30,582,162 
Refunds, incentives, credits, and chargebacks   (1,463,235)   -    (12,349)   -    (1,475,584)
Net revenue  $23,702,859   $2,615,778   $2,709,692   $78,249   $29,106,578 

 

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 $8.7 million.

 

Revenue generated for the nine months ended September 30, 2024, was as follows:

 

   Membership
Revenue
   Mining Revenue   Total 
Gross billings/receipts  $38,580,943   $4,288,791   $42,869,734 
Refunds, incentives, credits, and chargebacks   (2,348,255)   -    (2,348,255)
Net revenue  $36,232,688   $4,288,791   $40,521,479 

 

Foreign revenues for the nine months ended September 30, 2024 were approximately $33.1 million while domestic revenue for the nine months ended September 30, 2024 was approximately $7.4 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.

 

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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 are not expected to have an impact on the Company’s financial condition and results of operations.

 

In December 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 2026.

 

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, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

ITEM 1 – LEGAL PROCEEDINGS

 

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, 2024.

 

ITEM 1.A – 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, 2024.

 

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Our business may be adversely impacted due to an administrative proceeding initiated by a Polish governmental agency, which has raised concerns regarding the nature of our direct selling activities, including potential allegations that such activities may be construed as inconsistent with public interest or regulatory standards.

 

Our iGenius products and services are marketed by a global network of independent distributors using a direct selling business model. Although we believe that our direct selling business model is in material compliance with applicable legal standards, direct selling programs similar to ours and others within the industry, in general, have periodically been the target of regulatory scrutiny by federal, state, and local governmental agencies in the United States and foreign countries, including the FTC. These laws and regulations are generally intended to prevent fraudulent or deceptive schemes, often referred to as “pyramid” schemes, which compensate participants primarily for recruiting additional participants without significant emphasis on product sales, whereas the more successful direct selling business models have and emphasize sales of products and services. The regulatory requirements concerning direct selling programs do not include “bright line” rules and are inherently fact-based and, thus, we are subject to the risk that these regulations or the enforcement or interpretation of these regulations by regulators or courts can change. The adoption of new regulations, or changes in the interpretations or enforcement of existing regulations, may result in significant compliance costs or require us to change or cease aspects of our network marketing program. In addition, the ambiguity surrounding these regulations can also affect the public perception of our business.

 

In the normal course of operations, we have periodically received inquiries from foreign regulators relative to matters of this nature. In that regard, since March 2025 we have been responding to such an inquiry from in Poland’s Office of Competition and Consumer Protection (“UOKiK”) as it has instituted formal proceedings against iGenius alleging that iGenius is not a bona fide financial education platform and is instead operating a pyramid scheme that is focused more on the recruitment of new members and not the sale or use of the underlying products or services being offered. By Polish statute, UOKiK is permitted to impose a fine of up to 3% of iGenius’ revenue in the year preceding the imposition of the penalty and/or be required to modify or suspend certain or a material portion of our operations in Poland.

 

Based on our analysis of the applicable legal standards, and the tracking of our sales within Poland in which the predominant portion of our sales consist of membership sales driven by our members, we believe that the iGenius direct selling business operating within Poland complies with all applicable legal standards and we disagree with any claims to the contrary. Towards that end, we have retained Polish counsel to vigorously defend us in the proceeding with the UOKiK. Despite our strong belief in our position, should we not succeed in our defense of the matter, we could, among other things: be subject to financial fines and penalties; be required to modify or suspend certain or a material portion of our operations in Poland; and become exposed to similar claims from other European regulators, which itself could cause a cascading and similar adverse impact on our operations in Europe, all of which could have a materially adverse impact on the Company. We continue to fully cooperate in these proceedings. It is still too early in the proceedings for us to draw a likely conclusion on the outcome of the matter.

 

We have recently had to respond to allegations from Canadian Securities regulators that our iGenius business unit engaged in unlicensed regulated securities activities; Our business could be negatively affected if we are required to defend similar allegations from securities regulators in the United States or in other foreign countries in which we do business.

 

From time to time, we receive notices or formal actions from foreign or domestic regulatory authorities or administrative agencies, which assert that certain activities of our iGenius business constitute unlicensed activities as an unregistered securities dealer or advisor under local laws. However, we do not believe that our iGenius business unit violates any such laws as we believe we are merely a provider of financial education and related tools that access information that is available publicly or without a licensing requirement, or that through affinity programs provide access to lawful services or products offered by third parties neither owned or operated by iGenius. When we are confronted with such allegations, we may either elect to challenge the legal basis thereof when we believe it is appropriate or economically compelling, or in the instances in which the financial impact of the relief sought is de minimis, we may elect to settle with any such regulator, often without admitting any violation of law. Towards that end, we have recently been the target of regulatory scrutiny by securities regulators in Canada. During 2024, we received a letter of inquiry from the Ontario Securities Commission (“OSC”) in which they questioned whether iGenius was engaged in securities activities without being registered under their securities act. Specifically, the OSC identified concerns that iGenius was selling ndau – which they considered an investment contract – and also noted that they had concerns about certain third-party product offerings and access to market experts that were made available to iGenius customers. Even though we believe that our iGenius business fully complies with all applicable securities laws, due to the immaterial scope and scale of our operations in Ontario, Canada, we elected to settle the matter with the OSC and conclude the inquiry by implementing a geoblock throughout Ontario such that no Ontario-based customers would be able to access any of the disputed product offerings.

 

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Later in 2024, we and one of our independent distributors received an enforcement action from the financial regulators in Quebec, Canada, known as the Autorité des marchés financiers (the “AMF”), in which they challenged certain marketing communications made by this particular distributor that they characterized as “inappropriate”, and as well, alleged that iGenius was inappropriately engaging in regulated securities activity without being appropriately registered to do so in Quebec. In discussions with the AMF, it became clear that the focus of their inquiry was on certain “touting” of financial results by this particular distributor which we concluded was unauthorized and in violation of our own internal policies and we terminated the distributor. As well, the AMF asserted that iGenius acted in contravention of securities regulations that require registration to effectuate the sale of securities in Quebec, by failing to register with the AMF while enabling its members to gain access to certain third-party “robotic” trading platforms, even though iGenius, among others: (x) derives no direct financial benefit from these introductions; and (b) has no involvement with the provision of services by the third-party to whom its members are introduced. Even though we believe that our iGenius business fully complies with all applicable securities laws, due to the immaterial scope and scale of our operations in Quebec, Canada, we have entered into a settlement agreement with the AMF to resolve the matter. In the settlement agreement, iGenius agreed to pay a CAD $15,000 administrative penalty, institute an online geoblock throughout Canada preventing customer access to certain third-party providers of robotic trading platforms, and accepted the AMF’s position that iGenius introduced its members to third-party software providers without being registered with the AMF in contravention of Section 148 of the Quebec Securities Act. The Financial Markets Administrative Tribunal approved the settlement agreement in an order dated August 28, 2025. The AMF’s case against the former iGenius distributor is ongoing.

 

Although we have concluded that our iGenius business unit operates generally in compliance with applicable securities rules and regulations, our completed settlements with the OSC and AMF could expose us to similar claims from other securities regulators in the United States and in other foreign countries in which we operate. Were such claims to be made, we could be exposed to having to defend our business model in protracted and costly legal disputes, or else engage in similar settlements in which we agree to limit the geographic scope of our operations, either of which alternatives could have an adverse effect on our liquidity and operations.

 

Sales of substantial amounts of our common stock in the public markets or the perception that sales might occur, could cause the trading price of our common stock to decline.

 

In April 2025, the lock up agreement with our current and former officers, directors and certain of our significant shareholders expired by its terms. As a result, 381,205,961 shares of our common stock held by such current and former officers, directors and significant shareholders are available for sale in the open market. In addition, 565 million shares of our common stock issuable upon the redemption of Class B Redeemable Units of our IFGH subsidiary that were issued in September 2021 in connection with our acquisition of the algorithmic trading platform of MPower are also no longer subject to the lock up agreement. Since 2021, these Class B Redeemable Units were held by MPower, but subject to a lock-up agreement. Following the May 2025 expiration of the lock up agreement, MPower began the process of winding down its operations and distributing the Class B Redeemable Units to its members who will have the option to redeem such Class B Redeemable Units for shares of our common stock at any time. The redemption of up to 565 million Class B Redeemable Units and the corollary sale of up to 565 million shares of our common stock in the public trading market, or the perception that sales of that magnitude might occur, could cause the trading price of our common stock to decline.

 

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

 

None.

 

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, 2025, no director or “officer” as defined in Rule 16a-1(f) under the Exchange Act adopted or terminated any Rule 10b5-1 trading arrangements or any non-Rule 10b5-1 trading arrangements, in both cases as defined in Item 408 of Regulation S-K.

 

In October 2025, the Company invested $1.25 million in Dream SPV VA LLC, 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. These technologies are designed to address the rapidly expanding energy requirements of high-demand industries, including artificial intelligence (AI), data centers, and advanced manufacturing. The investment comes amid renewed momentum around modular, rapidly deployable energy systems, supported by recent federal initiatives and Department of Energy programs promoting advanced-reactor innovation.

 

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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.

 

42

 

 

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, 2025 By: /s/ Victor M. Oviedo
    Victor M. Oviedo
    Chief Executive Officer
    (Principal Executive Officer)
     
Dated: November 13, 2025 By: /s/ Ralph R. Valvano
    Ralph R. Valvano
    Chief Financial Officer
    (Principal Financial Officer and Accounting Officer)

 

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FAQ

What were Investview (INVU) Q3 2025 results?

Quarterly revenue was $9,052,608 with a net loss of $854,143.

How did INVU perform year-to-date through September 30, 2025?

Nine-month revenue was $29,106,578 and net loss was $1,114,512.

What is INVU’s cash position?

Cash and cash equivalents were $15,080,456 as of September 30, 2025.

How much debt and liabilities does INVU have?

Total liabilities were $10,840,128; debt included an SBA loan of $511,984.

What digital assets does INVU hold?

Digital assets totaled $3,794,502, including 32.38 Bitcoin and 101,755 USDC.

Did INVU repurchase shares in 2025?

Yes. Under a $1,000,000 authorization, 8,501,503 shares were repurchased for $137,261 year-to-date.

How many INVU shares are outstanding?

As of November 7, 2025, there were 1,848,994,024 common shares outstanding.
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38.50M
754.89M
59.02%
Software - Application
Technology
Link
United States
Haverford