10-Q 1 v359994_10q.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________ to _______________

000-27019

(Commission file number)

Investview, Inc.

(Exact name of registrant as specified in its charter)

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

54 Broad Street, Suite 303

Red Bank, New Jersey 07701

(732) 380-7271

(Issuer's telephone number)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of November 14, 2013, there were 5,909,894 shares of common stock, (of which 1,300 shares are in treasury), par value $.001 per share, outstanding.

INVESTVIEW, INC.

FORM 10-Q

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of September 30, 2013 (Unaudited) and March 31, 2013.	3

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2013 and 2012 (Unaudited)	4

	Condensed Consolidated Statement of Deficiency in Stockholders' Equity from April 1, 2013 through September 30, 2013 (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2013 and 2012 (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements as of September 30, 2013 (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	31

PART II	OTHER INFORMATION	31

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	33

Item 6.	Exhibits	33

SIGNATURES		36

INVESTVIEW, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			March 31,
	2013			2013
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	89,271		$	176,282
Accounts receivable		-			9,704
Deferred costs		5,426			5,967
Prepaid expenses		30,250			55,250
Other current assets		1,690			1,690
Current assets of discontinued operations		-			18,931
Total current assets		126,637			267,824

Property, plant and equipment, net of accumulated depreciation of $2,947,780 and $3,100,844 as of September 30, 2013 and March 31, 2013, respectively		-			235,355

Other assets:
Goodwill		123,592			123,592
Deposits		25,000			6,750
Total other assets		148,592			130,342

Total assets	$	275,229		$	633,521

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	1,820,099		$	1,387,237
Deferred revenue		164,122			171,336
Due to related party		1,474,750			1,326,486
Convertible notes payable, current portion		765,411			19,858
Convertible notes payable, current portion-related party		225,547			-
Notes payable, current portion		200,000			200,000
Current liabilities of discontinued operations		397,707			301,160
Total current liabilities		5,047,636			3,406,077

Long term debt:
Warrant liability		4,424			4,437
Notes payable, long term portion		172,000			166,400
Convertible notes payable, long term portion		562,294			1,745,321
Convertible notes payable, long term portion-related party		464,640			623,909
Total long term debt		1,203,358			2,540,067

Total liabilities		6,250,994			5,946,144

DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred stock, par value: $0.001; 10,000,000 shares authorized, None issued and outstanding as of September 30, 2013 and March 31, 2013		-			-
Common stock, par value $0.001; 15,000,000 shares authorized; 5,809,894 and 5,428,037 issued and 5,808,594 and 5,426,737 outstanding as of September 30, 2013 and March 31, 2013, respectively		5,810			5,428
Additional paid-in capital		81,102,808			79,889,589
Subscriptions		100,000			-
Treasury stock, 1,300 shares		(8,589	)		(8,589	)
Accumulated deficit		(87,175,794	)		(85,199,051	)
Total (deficiency in) stockholders' equity		(5,975,765	)		(5,312,623	)

Total liabilities and (deficiency in) stockholders' equity	$	275,229		$	633,521

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

INVESTVIEW, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended September 30,						Six months ended September 30,
	2013			2012			2013			2012
Revenue, net:	$	290,194		$	390,835		$	595,145		$	946,489

Operating costs and expenses:
Cost of sales and service		138,660			169,275			247,341			325,362
Selling, general and administrative		1,061,378			1,125,864			1,828,825			2,591,757
Depreciation and amortization		-			51,834			-			103,667
Total operating costs and expenses		1,200,038			1,346,973			2,076,166			3,020,786

Net loss from operations		(909,844	)		(956,138	)		(1,481,021	)		(2,074,297	)

Other income (expense):
Gain (loss) on change in fair value of warrant and derivative liabilities		390			3,751			14			(137	)
Gain on settlement of debt		-			304,065			-			267,678
Interest expense		(218,992	)		(184,482	)		(436,869	)		(347,603	)
Other		-			40			-			201

Loss from continuing operations before income taxes		(1,128,446	)		(832,764	)		(1,917,876	)		(2,154,158	)

Income taxes (benefit)		-			-			(250,000	)		-

Loss from continuing operations		(1,128,446	)		(832,764	)		(1,667,876	)		(2,154,158	)

Gain (loss) from discontinued operations		8,998			-			(308,867	)		-

NET LOSS	$	(1,119,448	)	$	(832,764	)	$	(1,976,743	)	$	(2,154,158	)

Loss per common share, basic and diluted;
Continuing operations	$	(0.20	)	$	(0.18	)	$	(0.34	)	$	(0.47	)
Discontinued operations		0.00			-			(0.06	)		-
Total	$	(0.20	)	$	(0.18	)	$	(0.40	)	$	(0.47	)

Weighted average number of common shares outstanding-basic and diluted		5,720,254			4,580,158			5,612,361			4,552,134

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

INVESTVIEW, INC.

CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY

FROM APRIL 1, 2013 THROUGH SEPTEMBER 30, 2013

(unaudited)

							Additional
	Stock		Common stock				Paid-in		Treasury			Accumulated
	Subscription		Shares		Amount		Capital		Stock			Deficit			Total
Balance, April 1, 2013	$	-		5,428,037	$	5,428	$	79,889,589	$	(8,589	)	$	(85,199,051	)	$	(5,312,623	)
Common stock issued for services rendered		-		247,968		248		518,025		-			-			518,273
Sale of common stock		-		120,000		120		149,880		-			-			150,000
Common stock issued in connection with acquisition deposit		-		13,889		14		24,986		-			-			25,000
Common stock subscriptions		100,000		-		-		-		-			-			100,000
Stock based compensation		-		-		-		9,375		-			-			9,375
Fair value of vesting restricted stock units		-		-		-		510,953		-			-			510,953
Net loss		-		-		-		-		-			(1,976,743	)		(1,976,743	)
Balance, September 30, 2013	$	100,000		5,809,894	$	5,810	$	81,102,808	$	(8,589	)	$	(87,175,794	)	$	(5,975,765	)

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

INVESTVIEW INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Six months ended September 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$	(1,667,876	)	$	(2,154,158	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		-			103,667
Common stock issued for services rendered		201,980			868,875
Common stock issued for non-circumvent agreement		-			133,700
Amortization of debt discount relating to convertible notes payable		307,927			244,058
Employee stock based compensation		520,328			264,324
Change in fair value of warrant and derivative liabilities		(13	)		138
(Gain) Loss on settlement of debt and warrants		-			(267,678	)
Amortization of deferred compensation		-			97,903
Changes in operating assets and liabilities:
Accounts receivable		9,704			-
Deferred costs		541			6,645
Prepaid and other assets		25,000			(51,379	)
Accounts payable and accrued liabilities		312,129			355,634
Due to related parties		148,264			101,725
Deferred revenue		(7,214	)		(63,701	)
Net cash used in continuing operating activities:		(149,230	)		(360,247	)
Net cash provided by discontinued operating activities:		(194,531	)		-
Net cash used in operating activities		(343,761	)		(360,247	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from long term deposit		6,750			(6,750	)
Net cash provided by (used in) investing activities:		6,750			(6,750	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible debt, net		-			400,000
Repayments of notes payable		-			(30,000	)
Proceeds from sale of common stock and common stock subscriptions		250,000			-
Net proceeds provided by financing activities		250,000			370,000

Net (decrease) increase in cash and cash equivalents		(87,011	)		3,003
Cash and cash equivalents-beginning of period		176,282			179,921
Cash and cash equivalents-end of period	$	89,271		$	182,924

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non cash financing activities:
Beneficial conversion feature attributable to convertible debentures	$	-		$	280,168
Common stock issued for deposit on acquisition	$	25,000		$	-

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

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows:

Business and Basis of Presentation

Investview, Inc. (the "Company") was incorporated on August 10, 2005 under the laws of the State of Nevada as Voxpath Holding, Inc... On September 16, 2006, the Company changed its name to TheRetirementSolution.Com, Inc., on October 1, 2008 to Global Investor Services, Inc. and on March 27, 2012 to Investview, Inc. The Company currently markets directly and through its marketing partners as well as online, certain investor products and services that provide financial and educational information to its prospective customers and to its subscribers.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Investment Tools & Training, LLC ("ITT"), Razor Data Corp ("Razor") and SAFE Management LLC ("Safe"). All significant inter-company transactions and balances have been eliminated in consolidation.

Interim Financial Statements

The following (a) condensed consolidated balance sheet as of September 30, 2013, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP 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. Operating results for the six months ended September 30, 2013 are not necessarily indicative of results that may be expected for the year ending March 31, 2014. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended March 31, 2013 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on July 1, 2013.

Revenue Recognition

For revenue from product sales and services, the Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product or services has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Revenue arises from subscriptions to the websites/software, workshops, online workshops and training and coaching/counseling services where the customers are charged a monthly subscription fee for access to the online training and courses and website/data. Revenues are recognized in the month the product and services are delivered.

The Company sells its products separately and in various bundles that include website/data subscriptions, educational workshops, online workshops and training, one-on-one coaching and counseling sessions, along with other products and services. The deferral policy for each of the different types of revenues is summarized as follows:

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

Product		Recognition Policy
Live Workshops and Workshop Certificates		Deferred and recognized as the workshop is provided or certificate expires

Online training and courses		Deferred and recognized a.) as the services are delivered, or b.) when usage thresholds are met, or c.) on a straight-line basis over the initial product period

Coaching/Counseling services		Deferred and recognized as services are delivered, or on a straight-line basis over the life of the customer’s contract

Website/data fees (monthly)		Not deferred, recognized in the month delivered

Website/data fees (pre-paid subscriptions)		Deferred and recognized on a straight-line basis over the subscription period

Cost of Sales and Service

The cost of sales and service consists of the cost of the data feeds that supply twenty minute delayed stock market data to the Company’s stock analysis software based tool, external partner commissions and other costs associated with the repair or maintenance of the website.

Goodwill

As a result of the acquisition of SAFE Management, LLC on November 27, 2012, the Company acquired goodwill $123,592.

The Company accounts for and reports acquired goodwill and other intangible assets under Accounting Standards Codification subtopic 350-10, Intangibles, Goodwill and Other (“ASC 350-10”). In accordance with ASC 350-10, the Company tests its intangible assets for impairment on an annual basis and when there is reason to suspect that their values have been diminished or impaired. Any write-downs will be included in results from operations.

During the year ended March 31, 2013, the Company management performed an evaluation of its goodwill for purposes of determining the implied fair value of the assets at March 31, 2013. The test indicated that the recorded remaining book value of its goodwill did not exceed its fair value for the year ended March 31, 2013. Considerable management judgment is necessary to estimate the fair value. Accordingly, actual results could vary significantly from management’s estimates.

Impairment of Long-Lived Assets

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 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.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2013 and March 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

Stock-Based Compensation

The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to its employees and directors, including employee stock options and restricted stock awards. The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of time an employee will retain vested stock options before exercising them, the estimated volatility of our common stock price and the number of options that will be forfeited prior to vesting. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Changes in these estimates and assumptions can materially affect the determination of the fair value of stock-based compensation and consequently, the related amount recognized in the Company’s condensed consolidated statements of operations.

For the six months ended September 30, 2013 and 2012, the Company did not grant stock options to employees. The fair value of vesting options granted in previous years and vested during the three and six months ended September 30, 2013 of $-0- and $26,973 and $53,947 for the three and six months ended September 30, 2012, respectively, was recorded as a current period charge to earnings.

In addition, the Company issued restricted stock units ("RSU") during the six months ended September 30, 2013. The fair value of the vesting RSUs of $267,738 and $510,953 was recorded as a current period charge to earnings during the three and six months ended September 30, 2013, respectively, and $151,783 and $210,377 for the three and six months ended September 30, 2012, respectively.

Net Loss per Share

The Company follows Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying 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. The Company excluded 738,562 and 540,250 shares of common stock equivalents, that would be resulted from conversion of convertible debt, or exercise of stock options and warrants, from the diluted loss per share because their effect is anti-dilutive on the computation for the six months ended September 30, 2013 and 2012, respectively.

Reliance on Key Personnel and Consultants

The Company has only 12 full-time employees and no part-time employees. Additionally, there are approximately 4 consultants performing various specialized services. The Company is heavily dependent on the continued active participation of these current executive officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.

Use of Estimates

The preparation of condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

Segment Information

Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s only remaining principal operating segment due to discontinued operations of Instilend (See Note 9).

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

2. GOING CONCERN MATTERS

The Company’s unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred significant recurring losses which have resulted in an accumulated deficit of $87,175,794, net loss of $1,976,743 and net cash used in operations of $343,761 for the six months ended September 30, 2013 which raises substantial doubt about the Company’s ability to continue as a going concern.

Continuation as a going concern is dependent upon obtaining additional capital and upon the Company’s attaining profitable operations. The Company will require a substantial amount of additional funds to complete the development of its products, to build a sales and marketing organization, and to fund additional losses which the Company expects to incur over the next few years. In order to improve the Company's liquidity, the Company's management is actively pursuing additional financing through discussions with investment bankers, financial institutions and private investors. There can be no assurance that the Company will be successful in its effort to secure additional financing. The Company recognizes that, if it is unable to raise additional capital, it may find it necessary to substantially reduce or cease operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

3. PROPERTY AND EQUIPMENT

The Company’s property and equipment at September 30, 2013 and March 31, 2013:

	September 30, 2013			March 31, 2013
Software	$	2,920,000		$	3,308,420
Computer equipment		4,211			4,211
Office equipment		23,568			23,568
		2,947,779			3,336,199
Less accumulated depreciation		(2,947,779	)		(3,100,844	)
	$	-0-		$	235,355

Depreciation expense charged to operations amounted to approximately $-0- and $52,000, respectively, for the three months ended September 30, 2013 and 2012, respectively; and approximately $-0- and $104,000 for the six months ended September 30, 2013 and 2012, respectively.

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of the following at September 30, 2013 and March 31, 2013:

	September 30, 2013		March 31, 2013
Accounts payable	$	522,634	$	516,580
Accrued interest payable, short term		418,784		169,112
Accrued payroll taxes		806,986		663,664
Accrued salaries and wages		71,695		37,881
	$	1,820,099	$	1,387,237

During the year ended March 31, 2013 and the six months ended September 30, 2013, the Company accrued an estimated payroll tax liability for stock based compensation issued to an officer.

5. NOTES PAYABLE

A summary of notes payable at September 30, 2013 and March 31, 2013 are as follows:

On January 20, 2009, the Company received $200,000 in exchange for a promissory note, payable, due July 20, 2009 with interest due monthly at 20% per annum. The note is secured by common stock of the Company and is personally guaranteed by certain officers of the Company. The note contains certain first right of payment should the Company be successful in raising $500,000 to $1,500,000 in a Private Placement Offering before any payments can be distributed from the escrow at the offering. In connection with the issuance of the promissory note payable, the Company issued warrants to purchase its common stock at $2.00 per share for five years. The fair value of the warrants of $101,183, representing debt discount, has been fully amortized. This Note is currently in default. Interest on this note has been fully accrued. On August 21, 2013, the Company received a summons and complaint from the Superior Court of New Jersey for $931,521 (see Note 11).

On September 30, 2010, the Company issued an aggregate of $120,000 in unsecured promissory notes due five years from issuance at 8% per annum payable at maturity in exchange for the cancellation of 15,000 previously issued warrants. The fair value of the exchanged warrants, approximately equaled the fair value of the issued notes at the date of the exchange.

On September 30, 2011, the Company issued an aggregate of $20,000 in unsecured promissory notes due September 30, 2014 at 8% per annum payable at maturity in exchange for the return and cancellation of 2,500 reset warrants to purchase the Company's common stock. In conjunction with the exchange of promissory notes for warrant cancellation, the Company recorded a loss on warrant liability of $5,100.

At September 30, 2013 and March 31, 2013, balances consist of the following:

	September 30, 2013			March 31, 2013
Note payable, currently in default	$	200,000		$	200,000
Notes payable, due September 2014		20,000			20,000
Notes payable, due September 2015		120,000			120,000
Long term accrued interest		32,000			26,400
Total		372,000			366,400
Less: Notes payable, current portion		(200,000	)		(200,000	)
Notes payable, long term portion	$	172,000		$	166,400

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

6. CONVERTIBLE NOTES

Convertible Notes # 1

On June 30, 2011, the Company issued $1,200,000 in secured Convertible Promissory Notes ($300,000 related party, officers of the Company) that matures June 30, 2014. The Promissory Notes bears interest at a rate of 8% and can be convertible into 300,000 shares of the Company’s common stock, at a conversion rate of $4.00 per share. Interest will also be converted into common stock at the conversion rate of $4.00 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 150,000 warrants to purchase the Company’s common stock at $6.00 per share over five years.

In accordance ASC 470-20, Debt (“ASC 470-20”), the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $735,334 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is amortized over the note’s maturity period (three years) as interest expense.

As indicated above, the Company issued detachable warrants granting the holder the right to acquire an aggregate of 150,000 shares of the Company’s common stock at $6.00 per share. The warrants expire five years from the issuance. In accordance with ASC 470-20, the Company recognized the value attributable to the warrants in the amount of $464,666 to additional paid-in capital and a discount against the note. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model and the following assumptions: contractual terms of 5 years, an average risk free interest rate of 1.76%, a dividend yield of 0%, and volatility of 166.12%. The debt discount attributed to the value of the warrants issued is amortized over the note’s maturity period (three years) as interest expense.

The Company allocated proceeds based on the relative fair values of the debt and warrants, measured at an aggregate of $1,200,000, to the warrant and debt conversion provision liabilities and a discount to Convertible Promissory Notes. The remaining proceeds are apportioned between the value of the note and the embedded beneficial conversion feature.

For the six months ended September 30, 2013 and 2012, the Company amortized $200,365 and $200,365 of debt discount to current period operations as interest expense, respectively.

Convertible Note # 2

The Company issued a $21,000 unsecured convertible promissory note that matured on July 31, 2013 in exchange for a previously issued convertible promissory note. The note bears interest at a rate of 8% per annum due at maturity and can be convertible into 5,250 shares of the Company’s common stock, at a conversion rate of $4.00 per share. Interest will also be converted into common stock at the conversion rate of $4.00 per share. The note is currently in default.

In accordance ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $6,300 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is amortized over the note’s maturity period (three years) as interest expense.

For the six months ended September 30, 2013 and 2012, the Company amortized $1,142 and $1,713 of debt discount to current period operations as interest expense, respectively.

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

Convertible Notes # 3

During the month of December 2011, the Company issued an aggregate of $200,000 in secured Convertible Promissory Notes ($100,000 related party, officers of the Company) that matures December 2014. The Promissory Notes bear interest at a rate of 8% and can be convertible into 50,000 shares of the Company’s common stock, at a conversion rate of $4.00 per share. Interest will also be converted into common stock at the conversion rate of $4.00 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 25,000 warrants to purchase the Company’s common stock at $6.00 per share over five years.

The Company did not record an embedded beneficial conversion feature in the note since the fair value of the common stock did not exceed the conversion rate at the date of issuance.

In connection with the issuance of the promissory notes, the Company issued detachable warrants granting the holder the right to acquire an aggregate of 25,000 shares of the Company’s common stock at $6.00 per share. The warrants expire five years from the issuance. In accordance with ASC 470-20, the Company recognized the value attributable to the warrants in the amount of $37,201 to additional paid-in capital and a discount against the note. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model and the following assumptions: contractual terms of 5 years, an average risk free interest rate of 0.88% to 0.91%, a dividend yield of 0%, and volatility of 173.57% to 173.81%. The debt discount attributed to the value of the warrants issued is amortized over the note’s maturity period (three years) as interest expense.

For the six months ended September 30, 2013 and 2012, the Company amortized $6,212 and $6,211 of debt discount to current period operations as interest expense, respectively.

Convertible Notes # 4

On March 5, 2012, the Company issued a $100,000 in secured Convertible Promissory Note that matures June 30, 2014. The Promissory Note bears interest at a rate of 8% and can be convertible into 50,000 shares of the Company’s common stock, at a conversion rate of $2.00 per share. Interest will also be converted into common stock at the conversion rate of $2.00 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 12,500 warrants to purchase the Company’s common stock at $6.00 per share over five years.

In accordance ASC 470-20, the Company recognized an embedded beneficial conversion feature present in the note. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $62,113 of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature, to additional paid-in capital and a discount against the note. The debt discount attributed to the beneficial conversion feature is amortized over the note’s maturity period (three years) as interest expense.

For the six months ended September 30, 2013 and 2012, the Company amortized $21,606 and $21,606 of debt discount to current period operations as interest expense, respectively.

Convertible Notes # 5

During the month of August 2012, the Company issued an aggregate of $700,000 in secured Convertible Promissory Notes ($200,000 related party, officers of the Company) that mature August 2015, of which $500,000 of the Notes were funded as of March 31, 2013. The Promissory Notes bear interest at a rate of 8% and can be convertible into 125,000 shares of the Company’s common stock, at a conversion rate of $4.00 per share. Interest will also be converted into common stock at the conversion rate of $4.00 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 62,500 warrants to purchase the Company’s common stock at $6.00 per share over five years.

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

In connection with the issuance of the promissory notes, the Company issued detachable warrants granting the holder the right to acquire an aggregate of 62,500 shares of the Company’s common stock at $6.00 per share. The warrants expire five years from the issuance. In accordance with ASC 470-20, the Company recognized the value attributable to the warrants and the conversion feature in the amount of $353,085 to additional paid-in capital and a discount against the notes. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model and the following assumptions: contractual terms of 5 years, an average risk free interest rate of 0.65% to 0.81%, a dividend yield of 0%, and volatility of 418.96% to 419.54%. The debt discount attributed to the value of the warrants issued is amortized over the note’s maturity period (three years) as interest expense.

For the six months ended September 30, 2013 and 2012, the Company amortized $59,008 and $14,163 of debt discount to current period operations as interest expense, respectively.

Convertible Notes # 6

On October 24, 2012, in conjunction with the acquisition of Instilend Technologies, Inc., the Company issued an aggregate of $541,496 in secured Convertible Promissory Notes that mature October 2015. The Promissory Notes bear interest at a rate of 5% and can be convertible into 67,687 shares of the Company’s common stock, at a conversion rate of $8.00 per share. Interest will also be converted into common stock at the conversion rate of $8.00 per share.

The Company did not record an embedded beneficial conversion feature in the note since the fair value of the common stock did not exceed the conversion rate at the date of issuance.

On May 2, 2013, in connection with the sale of the assets of Instilend Technologies, Inc. (See Note 9), the outstanding convertible notes were cancelled.

Convertible Note # 7

On February 19, 2013, the Company issued a $100,000 in secured Convertible Promissory Note that mature February 19, 2016. The Promissory Note bears interest at a rate of 8% and can be convertible into 25,000 shares of the Company’s common stock, at a conversion rate of $4.00 per share. Interest will also be converted into common stock at the conversion rate of $4.00 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 12,500 warrants to purchase the Company’s common stock at $6.00 per share over five years.

In connection with the issuance of the promissory note, the Company issued detachable warrants granting the holder the right to acquire an aggregate of 12,500 shares of the Company’s common stock at $6.00 per share. The warrants expire five years from the issuance. In accordance with ASC 470-20, the Company recognized the value attributable to the warrants and the conversion feature in the amount of $21,182 to additional paid-in capital and a discount against the notes. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model and the following assumptions: contractual terms of 5 years, an average risk free interest rate of 0.89%, a dividend yield of 0%, and volatility of 392.45%. The debt discount attributed to the value of the warrants issued is amortized over the note’s maturity period (three years) as interest expense.

For the six months ended September 30, 2013, the Company amortized $3,540 of debt discount to current period operations as interest expense.

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

Convertible Note # 8

On March 5, 2013, the Company issued a $200,000 in secured Convertible Promissory Note that mature March 5, 2016. The Promissory Note bears interest at a rate of 8% and can be convertible into 50,000 shares of the Company’s common stock, at a conversion rate of $4.00 per share. Interest will also be converted into common stock at the conversion rate of $4.00 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 25,000 warrants to purchase the Company’s common stock at $6.00 per share over five years.

In connection with the issuance of the promissory note, the Company issued detachable warrants granting the holder the right to acquire an aggregate of 25,000 shares of the Company’s common stock at $6.00 per share. The warrants expire five years from the issuance. In accordance with ASC 470-20, the Company recognized the value attributable to the warrants and the conversion feature in the amount of $41,584 to additional paid-in capital and a discount against the notes. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model and the following assumptions: contractual terms of 5 years, an average risk free interest rate of 0.77%, a dividend yield of 0%, and volatility of 393.16%. The debt discount attributed to the value of the warrants issued is amortized over the note’s maturity period (three years) as interest expense.

For the six months ended September 30, 2013, the Company amortized $6,943 of debt discount to current period operations as interest expense.

Convertible Note # 9

On March 30, 2013, the Company issued a $262,500 in secured Convertible Promissory Note to a related party an officer of the Company, that mature March 30, 2016. The Promissory Note bears interest at a rate of 8% and can be convertible into 65,625 shares of the Company’s common stock, at a conversion rate of $4.00 per share. Interest will also be converted into common stock at the conversion rate of $4.00 per share. In connection with the issuance of the Convertible Promissory Notes, the Company issued 32,813 warrants to purchase the Company’s common stock at $6.00 per share over five years.

In connection with the issuance of the promissory note, the Company issued detachable warrants granting the holder the right to acquire an aggregate of 32,813 shares of the Company’s common stock at $6.00 per share. The warrants expire five years from the issuance. In accordance with ASC 470-20, the Company recognized the value attributable to the warrants and the conversion feature in the amount of $54,578 to additional paid-in capital and a discount against the notes. The Company valued the warrants in accordance with ASC 470-20 using the Black-Scholes pricing model and the following assumptions: contractual terms of 5 years, an average risk free interest rate of 0.77%, a dividend yield of 0%, and volatility of 393.11%. The debt discount attributed to the value of the warrants issued is amortized over the note’s maturity period (three years) as interest expense.

For the six months ended September 30, 2013, the Company amortized $9,113 of debt discount to current period operations as interest expense.

At September 30, 2013 and March 31, 2013, convertible note balances consisted of the following:

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

	September 30, 2013		March 31, 2013
Convertible Promissory Notes #1, net of unamortized discount of $297,810 and $498,175, respectively	$	902,190		701,825
Convertible Promissory Note #2, net of unamortized discount of $-0- and $1,142, respectively		21,000		19,858
Convertible Promissory Notes #3, net of unamortized discount of $15,392 and $21,604, respectively		184,608		178,396
Convertible Promissory Notes #4, net of unamortized discount of $32,231 and $53,837, respectively		67,769		46,163
Convertible Promissory Notes #5, net of unamortized discount of $221,741 and $280,750, respectively		278,259		219,250
Convertible Promissory Notes #6		-		541,496
Convertible Promissory Note #7, net of unamortized discount of $16,868 and $20,408, respectively		83,132		79,592
Convertible Promissory Note #8, net of unamortized discount of $33,654 and $40,597, respectively		166,346		159,403
Convertible Promissory Note #9, net of unamortized discount of $45,416 and $54,529, respectively		217,084		207,971
Long term interest		97,504		235,134
Total		2,017,892		2,389,088
Less: convertible notes payable, current portion		765,411		19,858
Less: convertible notes payable, related party, current portion		225,547		-
Less: Convertible notes payable, long term portion		562,294		1,745,321
Convertible notes payable-related party, net of discount, long term portion	$	464,640	$	623,909

Aggregate maturities of long-term debt as of September 30, 2013 are as follows:

For the twelve months ended September 30,	Amount
2014	$	1,321,000
2015		700,000
2016		562,500
Total	$	2,583,500

During the six months ended September 30, 2013 and 2012, the Company incurred an aggregate of $120,441 and $77,754 as interest expense relating to the amortization of debt discount and accrued interest with regard to related party notes.

7. CAPITAL STOCK

Common Stock

In May 2013, the Company issued an aggregate of 147,968 shares of its common stock in exchange for $316,145 in settlement of compensation related to the sale of Instilend Technologies, Inc.

In September 2013, the Company issued 13,889 shares of its common stock as a deposit of potential acquisition and recorded the fair value of $25,000 as outstanding deposit on the balance sheet as of September 30, 2013.

In September 2013, the Company received $100,000 in advance of receiving the Subscription documents from the Securities Purchase Agreement entered into with Allied Global Ventures LLC in October 2013(See Note 12. SUBSEQUENT EVENTS).

8. STOCK OPTIONS AND WARRANTS

Employee Stock Options

The following table summarizes the changes in employee stock options outstanding and the related prices for the shares of the Company’s common stock issued to employees of the Company under two employee stock option plans. The nonqualified plan adopted in 2007 is for 65,000 shares of which 47,500 have been granted as of September 30, 2013. The qualified plan adopted in October of 2008 authorizing 125,000 shares was approved by a majority of the Shareholders on September 16, 2009. To date 42,500 shares have been granted as of September 30, 2013.

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees of the Company at September 30, 2013:

		Options Outstanding						Options Exercisable
						Weighted				Weighted
				Weighted		Average				Average
				Average		Exercise				Exercise
Range of		Number of		Remaining		Price of		Number of		Price of
Exercise		Shares		Contractual		Outstanding		Shares		Exercisable
Prices		Outstanding		Life (Years)		Options		Exercisable		Options
$	10.00		35,000		6.01	$	10.00		35,000	$10.00
	12.00		2,500		3.36		12.00		2,500	12.00
			37,500		5.83	$	10.20		37,500	$10.20

Transactions involving stock options issued to employees are summarized as follows:

			Weighted
			Average
	Number of		Exercise
	Shares		Price
Options outstanding at March 31, 2012		37,500	$	10.20
Granted		-		-
Exercised		-		-
Canceled		-		-
Options outstanding at March 31, 2013		37,500		10.20
Granted		-		-
Exercised		-		-
Canceled		-		-
Options outstanding at September 30, 2013		37,500	$	10.20

Stock-based compensation expense in connection with options granted to employees during the three and six months ended September 30, 2013 of $-0- and $26,973 and $53,947 for the three and six months ended September 30, 2012, respectively.

Non-Employee Stock Options

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to consultants and non-employees of the Company at September 30, 2013:

Options Outstanding

Options Exercisable

Weighted

Average

Weighted

Remaining

Average

Exercise

Number

Contractual

Exercise

Number of

Exercise

Prices

Outstanding

Life (Years)

Price

Exercisable

Price

84.00

2,500

3.33

84.00

1,500

84.00

Transactions involving stock options issued to consultants and non-employees are summarized as follows:

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

				Weighted
				Average
	Number of			Price
	Shares			Per Share
Options outstanding at March 31, 2012		5,000		$	56.00
Granted		-
Exercised		-			-
Expired		-			-
Options outstanding at March 31, 2013		5,000			56.00
Granted		-			-
Exercised		-			-
Expired		(2,500	)		(29.00	)
Options outstanding at September 30, 2013		2,500		$	84.00

Restricted Stock Units ("RSU")

The Company has issued RSUs to certain employees. RSUs issued to date vest in up to 6 to 24 months.

Transactions involving employee RSUs are summarized as follows:

	Number of Shares		Weighted Average Price Per Share
Outstanding at March 31, 2012:		-	$	-
Granted		810,000		3.80
Exercised		-		-
Canceled or expired		-		-
Outstanding at March 31, 2013:		810,000		3.80
Granted		-		-
Exercised		-		-
Canceled or expired		-		-
Outstanding at September 30, 2013:		810,000	$	3.80

The fair value of the vesting RSUs of $267,738 and $510,953 was recorded as a current period charge to earnings during the three and six months ended September 30, 2013, respectively, and $151,783 and $210,377 for the three and six months ended September 30, 2012, respectively.

Warrants

The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock issued to shareholders at September 30, 2013:

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

		Warrants Outstanding						Warrants Exercisable
				Weighted
				Average		Weighted				Weighted
				Remaining		Average				Average
Exercise		Number		Contractual		Exercise		Number		Exercise
Price		Outstanding		Life (Years)		Price		Exercisable		Price
$	2.00		10,000		0.56	$	2.00		10,000	$	2.00
	2.50		12,000		4.80		2.50		12,000		2.50
	4.00		18,792		0.86		4.00		18,872		4.00
	6.00		322,063		3.33		6.00		322,063		6.00
	10.00		4,168		1.50		10.00		9,271		10.00
	Total		367,023		3.15	$	5.71		372,206	$	5.71

Transactions involving the Company’s warrant issuance are summarized as follows:

				Average
	Number of			Price
	Shares			Per Share
Warrants outstanding at March 31, 2012		227,313		$	6.40
Granted		132,813			6.00
Exercised		-
Cancelled or expired		(5,103	)		(10.00	)
Warrants outstanding at March 31, 2012		355,023			5.83
Granted		12,000			2.50
Exercised		-			-
Expired		-			-
Warrants outstanding at September 30, 2013		367,023		$	5.83

During the six months ended September 30, 2013, the Company granted an aggregate of 12,000 warrants to purchase the Company’s common stock at $2.50, expiring five years from the date of issuance, in connection with the sale of the Company’s common stock to a registered broker dealer pursuant the private offering sold in July 2013.

9. SALE OF INSTILEND TECHNOLOGIES, INC. AND DISCOUNTED OPERATIONS

On May 2, 2013, the Company, its wholly-owned subsidiary, Instilend Technologies Inc. ("Instilend") and Fortified Management Group, LLC ("Fortified") entered into an Asset Purchase Agreement (the "APA"), pursuant to which Instilend sold all of its assets, including its proprietary Matador, Locate Stock and LendEQS platforms, to Fortified in consideration of $3,000,000 (the "Purchase Price") consisting of 250,000 shares of common stock of the Company which were returned to the Company for cancellation in March of 2013, $2,500 per month commencing on the 90th day after the Closing Date which will be increased to $5,000 per month as of the 270th day following the Closing Date, a Secured Promissory Note in the principal amount of $1,250,000 (the "APA Note"), the assumption by Fortified from the Company of 5% Convertible Promissory Notes (the "Seller Notes") originally issued by the Company to Todd Tabacco, Derek Tabacco and Richard L'Insalata in the aggregate amount of $500,000 and additional monthly royalties of 5% after the payment of the $1,250,000 Secured Promissory Note up to $4,000,000 as set forth in Schedule 3 of the APA. In addition, $150,000 of the Purchase Price (the "Escrow Funds") will be used towards the payment by the Company of certain tax liabilities owed by Instilend. The Escrow Funds will be held in escrow until the Company has entered into settlement agreements with the relevant tax authorities, at which time the Company may authorize the Escrow Funds to be released for payment to the relevant tax authorities. In the event of a failure by the Company to make any payments in accordance with the terms of any such settlement agreements, the Company will issue shares of its common stock to Fortified equal to three times the unpaid amount of the remaining unpaid tax liabilities.

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

As a result of the sale of the operating assets relating to the stock loan business, management of the Company, as of the Closing Date, elected to impair the remaining assets in the business including the goodwill, customer list and covenants to not compete. The impaired assets were initially recorded as a result of the acquisition of Instilend.

In conjunction with the sale, on May 2, 2013, the Company and Instilend entered into Agreements and General Releases (the “Seller Agreements”) with Todd Tabacco, Derek Tabacco and Richard L'Insalata (collectively, the "Sellers"), the Company and Fortified Management Group LLC (“Fortified”), pursuant to which the Sellers have resigned from all positions that they held at Instilend and released Instilend from all claims. The Sellers agreed to waive any and all rights to the 50,000 shares of the Company pursuant to the Share Exchange Agreement entered between the Company and the Sellers in September 2012. Instilend and the Sellers agreed to terminate the Employments Agreements and the Sellers were released from their Non-Competes. Under the terms of the Seller Agreements, the Company agreed to issue 25,000 shares of common stock to Todd Tabacco and 50,000 shares of common stock to Derek Tabacco and Richard L'Insalata. The shares are locked-up for one year. In addition, the Company is required to issue an additional 25,000 shares of common stock of the Company to Derek Tabacco and Richard L'Insalata on the one year and two year anniversaries of the Seller Agreements if the Company's market price is not in excess of $4.00 per share, which such shares will be locked up for a period of one year from issuance.

As a result of the above, as of March 31, 2013, the Company recognized discontinued operations of its wholly-owned subsidiary; Instilend Technologies Inc. The financial results of Instilend Technologies, Inc. are presented separately in the condensed consolidated statements of operations as discontinued operations for all periods presented. The assets and liabilities of this business are reflected as assets and liabilities from discontinued operations in the condensed consolidated balance sheets for all periods presented. The Company does not expect to incur any ongoing costs associated with this discontinued operation.

The assets and liabilities of the discontinued operations as of September 30, 2013 and March 31, 2013 were as follows:

Assets:

	September 30, 2013		March 31, 2013
Cash	$	-	$	3,063
Accounts receivable		-		15,868
Total current assets of discontinued operations	$	-	$	18,931

Liabilities:
Accounts payable	$	397,707	$	301,160
Total current liabilities of discontinued operations	$	397,707	$	301,160

The Results of Operations for the three months ended September 30, 2013 and 2012 are as follows:

	September 30, 2013		September 30, 2012
Sales	$	15,868	$	-

Operating Costs:
Selling, general and administrative costs		6,570		-
Net income before tax expense		9,298		-
Income tax expense		300		-
Net income	$	8,998	$	-

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

The Results of Operations for the six months ended September 30, 2013 and 2012 are as follows:

	September 30, 2013			September 30, 2012
Sales	$	31,736		$	-

Operating Costs:
Selling, general and administrative		71,788			-
Loss disposal of net assets		18,515
Net loss before tax benefit		(58,567	)		-
Income tax benefit		250,300			-
Net loss	$	(308,867	)	$	-

The Company could not determine the collectability of the $1,250,000 above described note receivable and therefore assigned no value to the receivable.

10. FAIR VALUE MEASUREMENT

The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the condensed consolidated financial statements.

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2013:

	Warrant
	Derivative
	Liability
Balance, March 31, 2013	$	4,437

Transfers in/out:

Total gains:
Initial fair value of debt derivative at note issuance		-
Mark-to-market at September 30, 2013:
- Warrants reset provision		(13	)

Balance, September 30, 2013	$	4,424

Net gain for the period included in earnings relating to the liabilities held at September 30, 2013	$	13

11. COMMITMENTS AND CONTINGENCIES

Litigation

On August 21, 2013, Evenflow Funding, LLC (“Evenflow”), a creditor of the Company due to the Company’s issuance of a promissory note dated January 20, 2009 for $200,000, filed a complaint against the Company, and certain officers that personally guaranteed the original note, in the Supreme Court of the State of New Jersey (the “Court”) for payment of the promissory note, accrued interest and penalties in aggregate of $931,521. The Company had been previously instructed by authorities not to make required payments due to legal issues previously facing Evenflow, LLC. However, the Company has accrued the aggregate of $386,578, as contract defined, and plans to vigorously defend its position.

The Company may be subject to other legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. The Company had no other pending legal proceedings or claims other than described above as of September 30, 2013.

12. SUBSEQUENT EVENTS

On October 2, 2013, the Company entered into a Securities Purchase Agreement with Allied Global Ventures LLC (“Allied Global”) pursuant to which Allied Global agreed to purchase up to 1,000,000 shares of the Company’s common stock (the “Allied Shares”) together with Common Stock Purchase Warrants to acquire up to 1,000,000 shares of common stock (the “Allied Warrants” and collectively with the Allied Shares, the “Allied Securities”) for an aggregate purchase price of $1,000,000. On October 2, 2013, Allied Global acquired the initial 100,000 Allied Shares and 100,000 Allied Warrants. The Securities Purchase Agreement provides that Allied Global shall purchase and the Company shall sell up to an additional 500,000 Allied Shares and 500,000 Allied Warrants by November 30, 2013 and up to an additional 400,000 Allied Shares and 400,000 Allied Warrants by January 31, 2014. The Allied Warrant is exercisable for a period of five years at an exercise price of $1.50 per share.

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

The Allied Securities were offered and sold in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act. Allied Global is an accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report Form 10-Q, including this discussion and analysis by management, contains or incorporates forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” “anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations. For factors that may cause actual results to differ from management’s expectations, reference should be made to the Company’s Form 10-K for the year ended March 31, 2013 filed with the Securities and Exchange Commission and our other periodic filings with the Securities and Exchange Commission.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Corporate History

Investview, Inc. (hereinafter referred to as the “Company”, “Investview” or “INVU”) was formed in the State of Nevada on August 19, 2005. Effective September 16, 2006, the Company changed its name to TheRetirementSolution.com, Inc., on October 1, 2008 the Company changed its name to Global Investor Services, Inc. and on March 27, 2012, the Company changed its name to Investview, Inc. The Company was initially formed to market portfolios of stocks via subscription. In 2007, a new chief executive officer was installed and a strategy was developed to create and market a diverse portfolio of products and services for the financial education and financial information industry. This strategy included strategic acquisitions, such as the acquisitions of Razor Data, LLC and Investment Tools and Training, LLC, which have provided the Company with an integrated platform in which it can market and deliver investor education products and investor services. In June 2011 a new Chief Executive Officer was installed. The stock symbol is INVU.

Business Overview

As an investor technology and education company, we provide a broad suite of state-of-the-art products that allow the individual investor to find, analyze, track and manage his or her portfolio. Our educational services focus on empowering investors with the skills that allow them to rely on their own investing knowledge to make intelligent and sound investment decisions. Our flagship product is Investview, an all-inclusive on-line education, analysis and application platform. Investview is equipped with in-house, qualified professionals who have collectively taught over a quarter of a million students in the past decade on how to trade in the stock market.

These tools and educational programs arm the common investor and provide them with the ability to traverse today's turbulent marketplace, regardless of the direction of the market - whether it is moving up, down or sideways.

It is our opinion that now, more than ever before, it is critical that the individual investor come to understand the forces that influence the marketplace. We specialize in assisting common investors through this process by offering them the tools, training and confidence that is required to successfully navigate the market in these trying times.

Regardless of investors' ages or varying backgrounds, we help the everyday investor turn market uncertainty into opportunity. We do this by providing powerful investment tools and training, coupled with a rules-based system that allows individuals to make more intelligent and disciplined investment decisions.

We are committed to the education and support of the individual investor. Our innovative products, proprietary tools and all-inclusive platform are cost effective and engineered to meet the needs of investors world-wide.

The Company’s unique offerings include:

A comprehensive program of successively more complex financial educational courses that are sold to customers on a subscription basis and are delivered on line through the Company’s website;

In–house developed trading tools with actionable trading indicators;

Blogs, newsletters and other reference materials that describe investment strategies; and

Mentoring, coaching and advisory services that are available on a subscription basis.

The Company believes that offering financial information and financial education, in one integrated operating platform, is a viable business strategy, but needs to evolve for greater diversification and shareholder value. Currently, our business model monetizes our products and services primarily from subscription revenues. Online brokers bundle the cost of their education platform into the commission and spreads they charge. To better monetize the value of our scalable platform, we believe our business strategy needs to evolve to be more like the online brokerage model.

Choice Trade

On October 16, 2012, Investview entered a joint venture with ChoiceTrade Holdings Inc. (“ChoiceTrade Holding”), the parent company of LetsGoTrade, Inc. d/b/a ChoiceTrade, an online brokerage firm. Pursuant to the joint venture, Investview will provide ChoiceTrade Holding with its investor education platform as well as related marketing services. In consideration for such services, Investview will receive a cash fee from ChoiceTrade Holding and may also receive ownership interest in ChoiceTrade Holdings depending upon activity generated following the execution of the joint venture.

White Label with Broker

In October 2012, we entered into a software license and marketing agreement with a broker-dealer. The broker will use our “Newsletter” products (e.g., our 7 Minute ideas) and our “software” (e.g., electronic stock market and trading research tools) on a white label basis for their clients. Starting in January 2013 we will receive a subscription fee. For the first six months, we will receive subscription royalties of $7,500 per month. For the second six months, the Company will also receive success fees for hitting certain milestones. The agreement is for one year and may be renewed if both parties agree with the new term and value.

Results of Operations

Three months ended September 30, 2013 compared to three months ended September 30, 2012:

Revenues:

	Three Months Ended				Three Months Ended
	September 30, 2013				September 30, 2012				Variance
Subscription revenues	$	290,194	100	%	$	390,835	100	%	$	(100,641	)	(26	)%

We realized a drop in our revenues of 26% for the three months ended September 30, 2013 from the prior year period as we continue to transition to our online based modeling. We proactively introduced both new products and a new marketing strategy to improve the lifetime value of our accounts. We are now emphasizing our online based business model which provides subscription based services including trading ideas, tools and education through live and recorded webinars and is marketed through a number of online media channels. Our trading and education tools are located at www.investview.com whereas our 7 minute products have their own websites:www.7minute trader.com, 7minuteoptions.com, 7minutestocks.com and coming soon 7minuteinvestor.com.

As we measured the attrition rates of the trading and education offerings we determined that their lifetime value was approximating our cost of acquisition. As clients move through the education modules they tend to exhaust their interest and either attrite or shift to the lower priced trading modules. Introduction of the 7 minute trader has resulted in a better adoption rate, an improved retention rate and significantly lower acquisition costs.

Operating Costs and Expenses:

A summary of significant operating costs and expenses for the three months ended September 30, 2013 and the three months ended September 30, 2012 follows:

	Three Months				Three Months
	Ended				Ended
	September 30, 2013				September 30, 2012				Variance
Costs of sales and services	$	138,660	12	%	$	169,275	13	%	$	(30,615	)	(18	)%
Selling, general and administrative		1,061,378	88	%		1,125,864	84	%		(64,486	)	(6	)%
Depreciation and amortization		-	-	%		51,834	3	%		(51,834	)	(100	)%
Total	$	1,200,038	100	%	$	1,346,973	100	%	$	(146,935	)	(11	)%

Operating costs were substantially lower this quarter versus the same quarter last year, primarily from a decrease in the Company’s real time data costs which were replaced by delayed data which reduced the data costs from approximately $45,000 per month to $5,000 per month.

During the three months ended September 30, 2013, our cost of sales and service was $138,660 as compared to $169,275 during the three months ended September 30, 2012. As a percentage of revenues, the operating margin decreased to 52% in the current quarter from 57% in the same quarter last year due to the decrease in revenue.

Our selling, general and administrative expenses decreased from $1,125,864 for the three months ended September 30, 2012 to $1,061,378 in current 2013 period or $64,486 (6%). Last year, the Company incurred approximately $179,000 in stock based compensation expense as compared to $277,000 for the current period. We continue to reduce our operating costs through reduction in personnel and service providers.

Depreciation and amortization decreased from $51,834 to $-0- primarily due to our fully depreciated assets.

Other:

A summary of significant other income (expenses) for the three months ended September 30, 2013 and the three months ended September 30, 2012 follows:

	Three Months					Three Months
	Ended					Ended
	September 30, 2013					September 30, 2012					Variance
Interest	$	(218,992	)	(100	)%	$	(184,482	)	(150	)%	$	34,500		19	%
Gain on change in fair value of warrant and derivatives	$	390		-	%	$	3,751		3	%	$	(3,361	)	(90	)%
Gain on settlement of debt		-		-	%		304,065		246	%		(304,065	)	(100	)%
Interest and other, net		-		-	%		-		-	%		-		-	%
Total	$	(218,602	)	(100	)%	$	123,334		100	%	$	(272,926	)	(221	)%

Interest expense increased from $184,482 to $218,992, a $34,500 or 19% increase. The increase is because of the significant recapitalization of the Company over the past year.

In addition, we incurred a gain of $304,065 for the three months ended September 30, 2012 as a primary result of settlement of outstanding note payable.

During the year ended March 31, 2010, we issued promissory notes and related warrants that contain certain reset provisions. As such, we are required to record these reset provisions as a liability and mark them to market each reporting period. For the three months ended September 30, 2013, we recorded a gain of $390 in change in the fair value of these reset provisions vs. a gain for the three months ended September 30, 2012 of $3,751. The volatility of our stock price decreased in fiscal year 2013 from the prior fiscal year. This decrease in volatility caused the value of the warrants to decrease and resulted in some of the loss in the current period.

Six months ended September 30, 2013 compared to six months ended September 30, 2012:

Revenues:

	Six Months Ended				Six Months Ended
	September 30, 2013				September 30, 2012				Variance
Subscription revenues	$	595,145	100	%	$	946,489	100	%	$	(351,344	)	(37	)%

We realized a drop in our revenues of 37% for the six months ended September 30, 2013 from the prior year period as we continue to transition to our online based modeling. We proactively introduced both new products and a new marketing strategy to improve the lifetime value of our accounts. We are now emphasizing our online based business model which provides subscription based services including trading ideas, tools and education through live and recorded webinars and is marketed through a number of online media channels. Our trading and education tools are located at www.investview.com whereas our 7 minute products have their own websites:www.7minute trader.com, 7minuteoptions.com, 7minutestocks.com and coming soon 7minuteinvestor.com.

As we measured the attrition rates of the trading and education offerings we determined that their lifetime value was approximating our cost of acquisition. As clients move through the education modules they tend to exhaust their interest and either attrite or shift to the lower priced trading modules. Introduction of the 7 minute trader has resulted in a better adoption rate, a markedly improved retention rate and significantly lower acquisition costs.

Operating Costs and Expenses:

A summary of significant operating costs and expenses for the six months ended September 30, 2013 and the six months ended September 30, 2012 follows:

	Six Months				Six Months
	Ended				Ended
	September 30, 2013				September 30, 2012				Variance
Costs of sales and services	$	247,341	12	%	$	325,362	11	%	$	(78,021	)	(24	)%
Selling, general and administrative		1,828,825	88	%		2,591,757	86	%		(762,932	)	(29	)%
Depreciation and amortization		-	-	%		103,667	3	%		(103,667	)	(100	)%
Total	$	2,076,166	100	%	$	3,020,786	100	%	$	(944,620	)	(31	)%

During the six months ended September 30, 2013, our cost of sales and service was $247,341 as compared to $325,362 during the six months ended September 30, 2012. As a percentage of revenues, the operating margin decreased to 58% in the current quarter from 66% in the same quarter last year due to the decrease in revenue.

Our selling, general and administrative expenses decreased from $2,591,757 for the six months ended September 30, 2012 to $1,828,825 in current 2013 period or $762,932 (29%). Last year, the Company incurred approximately $1,133,000 in stock based compensation expense as compared to $722,000 for the current period. We continue to reduce our operating costs through reduction in personnel and service providers.

Depreciation and amortization decreased from $103,667 to $-0- primarily due to our fully depreciated assets.

Other:

A summary of significant other income (expenses) for the six months ended September 30, 2013 and the six months ended September 30, 2012 follows:

	Six Months					Six Months
	Ended					Ended
	September 30, 2013					September 30, 2012					Variance
Interest	$	(436,869	)	(100	)%	$	(347,603	)	(435	)%	$	89,266		26	%
Gain on change in fair value of warrant and derivatives	$	14		-	%	$	(137	)	-	%	$	151		110	%
Gain on settlement of debt		-		-	%		267,678		435	%		(267,678	)	(100	)%
Interest and other, net		-		-	%		201		-	%		(201	)	(100	)%
Total	$	(436,855	)	(100	)%	$	(79,861	)	100	%	$	(214,648	)	(49	)%

Interest expense increased from $347,603 to $436,869, an $89,266 or 26% increase. The increase is because of the significant recapitalization of the Company over the past year.

In addition, we incurred a gain of $267,678 for the six months ended September 30, 2012 as a primary result of settlement of outstanding note payable.

During the year ended March 31, 2010, we issued promissory notes and related warrants that contain certain reset provisions. As such, we are required to record these reset provisions as a liability and mark them to market each reporting period. For the six months ended September 30, 2013, we recorded a gain of $14 in change in the fair value of these reset provisions vs. a loss for the six months ended September 30, 2012 of $137. The volatility of our stock price decreased in fiscal year 2013 from the prior fiscal year. This decrease in volatility caused the value of the warrants to decrease and resulted in some of the loss in the current period.

Cash Used in Operating Activities:

During the six months ended September 30, 2013, our rate of usage of cash on a monthly basis from operations to approximately $57,000 as compared to approximately $60,000 in the same period last year.

Liquidity and Capital Resources

During the six months ended September 30, 2013, the Company incurred a loss from operations of $1,667,876. However, only $343,761 was cash related. This negative cash flow was funded by existing cash and a common stock subscription of $250,000. As a result, our cash and cash equivalents decreased by $87,011 to $89,271 from the beginning of the fiscal year of $176,282.

The Company's current liabilities exceeded its current assets (working capital deficit) by $4,920,999 as of September 30, 2013 as compared to $3,138,253 at March 31, 2013. The increase in the working capital deficit is primarily due to the combination of increased accounts payable and accrued expenses of $432,862 and maturing of convertible notes payable.

Auditor’s Opinion Expresses Doubt About the Company’s Ability to Continue as a “Going Concern”

The independent auditors report on our March 31, 2013 consolidated financial statements states that the Company's historical losses and accumulated deficiency raise substantial doubts about the Company's ability to continue as a going concern, due to the losses incurred and deficiency. If we are unable to develop our business, we will have to reduce, discontinue operations or cease to exist, which would be detrimental to the value of the Company's common stock. We can make no assurances that our business operations will develop and provide us with significant cash to continue operations.

In order to improve the Company's liquidity, the Company's management is actively pursuing additional financing through discussions with investment bankers, financial institutions and private investors. There can be no assurance that the Company will be successful in its effort to secure additional financing.

Critical Accounting Policies

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policy involves the most complex, difficult and subjective estimates and judgments.

Revenue Recognition

For revenue from product sales and services, the Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Revenue arises from subscriptions to the websites/software, workshops, online workshops and training and coaching/counseling services where the customers are charged a monthly subscription fee for access to the online training and courses and website/data. All revenues are recognized in the month the products and services are delivered.

We sell our products separately and in various bundles that contain multiple deliverables that include website/data subscriptions, educational workshops, online workshops and training, one-on-one coaching and counseling sessions, along with other products and services. The deferral policy for each of the different types of revenues is summarized as follows:

Product		Recognition Policy

Live Workshops and Workshop Certificates		Deferred and recognized as the workshop is provided or certificate expires

Online training and courses		Deferred and recognized a.) as the services are delivered, or b.) when usage thresholds are met, or c.) on a straight-line basis over the initial product period

Coaching/Counseling services		Deferred and recognized as services are delivered, or on a straight-line basis over the term of the service contract

Website/data fees (monthly)		Not deferred, recognized in the month delivered

Website/data fees (pre-paid subscriptions)		Deferred and recognized on a straight-line basis over the subscription period

Stock-Based Compensation

The Company has adopted Accounting Standards Codification subtopic 718-10, Compensation-Stock Compensation (“ASC 718-10”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, directors and key consultants including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

In addition, the Company issued restricted stock units ("RSU") during the year ended March 31, 2013. The fair value of the vesting RSUs of $267,738 and $510,953 was recorded as a current period charge to earnings during the three and six months ended September 30, 2013, respectively, and $151,783 and $210,377 for the three and six months ended September 30, 2012, respectively.

Derivative Instruments and Fair Value of Financial Instruments

We have evaluated the application of Accounting Standards Codification 815-40, Derivatives and Hedging, Contracts in Entity’s Own Equity (“ASC 815-40”) to certain freestanding warrants and convertible promissory notes that contain exercise price adjustment features known as reset provisions. Based on the guidance in ASC 815-40, we have concluded these instruments are required to be accounted for as derivatives effective upon issuance.

We have recorded the fair value of the warrants and reset provisions of the convertible promissory notes and classified as derivative liabilities in our balance sheet at fair value with changes in the value of these derivatives reflected in the consolidated statements of operations as gain or loss on derivative liabilities. These derivative instruments are not designated as hedging instruments under ASC 815-10.

Recent Accounting Pronouncements

Off-Balance Sheet Arrangements

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

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Acting 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 Acting 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 not effective.

Control Deficiencies and Remediation Plan

Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff and reliance on outside consultants for external reporting. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of outside legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

Changes in Internal Controls

Other than mentioned above, there were no changes in our internal controls over financial reporting during the fiscal quarter ended September 30, 2013 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

On August 21, 2013, Evenflow Funding, LLC (“Evenflow”) filed a Summons and Complaint against the Company, and certain officers personally guaranteed on the note, in the Superior Court of New Jersey, Monmouth County. The complaint is seeking the payment of approximately $930,000 in connection with a certain promissory note in the principal amount of $200,000 issued in January 2009. The note entered default in 2009 when Evenflow did not accept payments from the Company when the US Department of Justice seized Evenflow’s bank account in 2009. The Company intends to vigorously defend against this action and the claimed amount owed. Further, in February 2011, the principal owner of Evenflow, was sentenced to 168 months in prison for his role in a mortgage fraud scheme. In August 2011, the United States of America entered a Final Order of Forfeiture against the principal owner of Evenflow. The United State of America has advised the Company that it has a right to payments made under the note to Evenflow. However, the Company has accrued the aggregate of $386,578, as contract defined, and plans to vigorously defend its position, and its officers.

None of our directors, officers, or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 1A – RISK FACTORS

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. The material risk factors faced by our company are set forth on our Form 10-K Annual Report for the year ended March 31, 2013.

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

During the six months ended September 30, 2013, the Company entered into securities purchase agreements with two accredited investors pursuant to which they purchased an aggregate of 120,000 shares of the Company’s common stock for an aggregate purchase price of $150,000.

The above transactions were approved by the Board of Directors of the Company.

All of the above offerings and sales were deemed to be exempt under Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of the Company or executive officers of the Company, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

In January of 2009, the Company received $200,000 in exchange for the issuance of a non-convertible Promissory Note that matured on July 20, 2009. The note bears an interest rate of 20% and is in default. The Company has been advised that the US department of Justice is negotiating a settlement with the note holder. Interest payments of approximately $17,334 were made to date and interest continues to be accrued pending settlement with the US Department of Justice. See legal proceeds above.

ITEM 4 – Mine Safety Disclosures.

Not Applicable.

ITEM 5 – OTHER INFORMATION

None

ITEM 6 – EXHIBITS

Number		Description

3.1		Articles of Incorporation (incorporated by reference to Exhibit 3 to the Company’s 10SB12G filed on August 12, 1999)

3.2		Certificate of Amendment to Registrant’s Articles of Incorporation (incorporated by reference to Exhibit 3 to the Company’s 10SB12G filed on August 12, 1999)

3.3		By-Laws (incorporated by reference to Exhibit 3 to the Company’s 10SB12G filed on August 12, 1999)
3.4		Amendment to Articles of Incorporation or by-laws (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on February 15, 2007)

3.5		Certificate of Change filed pursuant to NRS 78.209 (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K filed on April 6, 2012)

3.6		Articles of Merger filed pursuant to NRS 92.A.200 (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K filed on April 6, 2012)

4.1		Form of Exchange Agreement, dated September 30, 2010 (1)

4.2		Exchange Agreement by and between Global Investor Services, Inc. and Allied Global Ventures LLC, dated September 30, 2010 (2)

4.3		Form of Subscription Agreement dated July 7, 2011 (3)

4.4		Form of 8% Secured Convertible Note dated July 7, 2011 (3)

4.5		Form of Common Stock Purchase Warrant dated July 7, 2011 (3)

4.6		Form of Security Agreement dated July 7, 2011 (3)

4.7		Form of Agreement entered with Marketing Investors (4)

4.8		Form of Subscription Agreement – August 2012 (8)

4.9		Form of 8% Secured Convertible Note – August 2012 (8)

4.10		Form of Common Stock Purchase Warrant – August 2012 (8)

4.11		Form of Security Agreement – August 2012 (8)

4.12		Form of 5% Convertible Promissory Note issued in October 2012 to former shareholders of Instilend Technologies Inc. (10)

4.13		2012 Incentive stock Plan (9)

4.14		10% Secured Promissory Note issued by Fortified Management Group, LLC to Instilend Technologies Inc. (11)

4.15		Securities Purchase Agreement entered with the July 2013 Accredited Investors.

4.16		Securities Purchase Agreement entered by and between Investview Inc. and Allied Global Ventures LLC (12)

4.17		Form of Common Stock Purchase Warrant issued to Allied Global Ventures LLC (12)

10.1		Employment Agreement by and between Global Investor Services Inc. and Dr. Joseph J. Louro dated June 7, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 29, 2011).

10.2		Letter Agreement by and between Global Investor Services Inc. and Dr. Joseph J. Louro dated June 29, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 29, 2011

10.3		Agreement by and between Global Investor Services Inc., Wealth Engineering LLC, Wealth Engineering and Development Incorporated, Annette Raynor and Mario Romano dated July 12, 2011 (5)

10.4		Exchange Agreement, dated September 29, 2011, by and between Global Investor Services, Inc. and Allied Global Ventures, LLC. (6)

10.5		Exchange Agreement, dated September 29, 2011, by and between Global Investor Services, Inc. and Allied Global Ventures, LLC.(6)

10.6		Employment Agreement by and between Investview, Inc. and John “Randy” MacDonald dated May 15, 2012 (7)

10.7		Employment Agreement by and between Investview, Inc. and David M. Kelley dated August 16, 2012 (8)

10.8		Share Exchange Agreement between Investview Inc., Todd Tabacco, Derek Tabacco, Rich L’Insalata and Instilend Technologies Inc. (8)

10.9		Asset Purchase Agreement by and between Investview, Inc., Instilend Technologies Inc. and Fortified Management Group, LLC dated May 2, 2013 (11)

10.10		Assignment and Assumption Agreement by and between Investview, Inc., Fortified Management Group, LLC, Richard L’Insalata, Todd Tabacco and Derek Tabacco dated May 2, 2013 (11)
10.11		Agreement and Release by and between Investview, Inc., Instilend Technologies Inc., Fortified Management Group LLC and Todd Tabacco dated May 2, 2013 (11)

10.12		Agreement and Release by and between Investview, Inc., Instilend Technologies Inc., Fortified Management Group LLC and Derek Tabacco dated May 2, 2013 (11)

10.13		Agreement and Release by and between Investview, Inc., Instilend Technologies Inc., Fortified Management Group LLC and Richard L’Insalata dated May 2, 2013 (11)

31.1		Certification of Principal Executive Officer pursuant to 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31.1

31.2		Certification of Principal Financial Officer pursuant to 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 12, 2010

(2)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 25, 2010

(3)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 13, 2011

(4)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 30, 2011

(5)	Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on July 14, 2011

(6)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 11, 2011

(7)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 21, 2012

(8)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 20, 2012

(9)	Incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 filed on July 25, 2012

(10)	Incorporated by reference to the Company’s Form 10-Q filed on February 14, 2013

(11)	Incorporated by reference to the Company’s Form 8-K filed on May 8, 2013

(12)	Incorporated by reference to the Company’s Form 8-K filed on October 8, 2013

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Schema
101.CAL **		XBRL Taxonomy Calculation Linkbase
101.DEF **		XBRL Taxonomy Definition Linkbase
101.LAB **		XBRL Taxonomy Label Linkbase
101.PRE **		XBRL Taxonomy Presentation Linkbase

** Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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, thereunto duly authorized.

	INVESTVIEW, INC

Dated: November 14, 2013	By:	/s/ Dr. Joseph J. Louro
		Dr. Joseph J. Louro
		Chief Executive Officer
		(Principal Executive Officer)

Dated: November 14, 2013	By:	/s/ William C. Kosoff
		William C. Kosoff
		Acting Chief Financial Officer
		(Principal Financial Officer and Accounting Officer)