SC 13D/A 1 v472699_sc13da.htm SC 13D/A

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. _____1___)*

 

INVESTVIEW, INC

(Name of Issuer)

 

COMMON STOCK, PAR VALUE $.001 PER SHARE

(Title of Class of Securities)

 

46183W 10 1

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 3, 2017

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 46183W 10 1 13D Page 2 of 7 Pages

 

         
1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
              WEALTH ENGINEERING LLC

 

        
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)     ¨   
(b)    ¨		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions) 
         SC, OO, WC		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION 
           NEW JERSEY 		    

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
       418,501,693
  8.   SHARED VOTING POWER 
 
  9.   SOLE DISPOSITIVE POWER
       418,501,693
  10.   SHARED DISPOSITIVE POWER 
 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    418,501,693		    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
             26.3 %		    
14.   TYPE OF REPORTING PERSON (see instructions)
           OO Limited Liability Company		    

 

 

 

 

CUSIP No. 46183W 10 1 13D Page 3 of 7 Pages

  

         
1.  

NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
             Mario Romano 

 

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions) 
        SC, OO, WC		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION 
         UNITED STATES		    

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.  

SOLE VOTING POWER 

 

  8.   SHARED VOTING POWER
        418,501,693
  9.  

SOLE DISPOSITIVE POWER 

 

  10.   SHARED DISPOSITIVE POWER
        418,501,693 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       418,501,693		    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

26.3 %

 

    
14.  

TYPE OF REPORTING PERSON (see instructions)

IN/HC

    

 

 

 

CUSIP No. 46183W 10 1 13D Page 4 of 7 Pages

 

         
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
        Annette Raynor
 		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    ¨		    
3.   SEC USE ONLY
 		    
4.   SOURCE OF FUNDS (see instructions) 
         SC, OO, WC		    
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
      UNITED STATES		    

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.  

SOLE VOTING POWER 
 

  8.   SHARED VOTING POWER
        418,501,693
  9.  

SOLE DISPOSITIVE POWER 
 

  10.  

SHARED DISPOSITIVE POWER
  418,501,693 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
           418,501,693		    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        26.3 % 		    
14.  

TYPE OF REPORTING PERSON (see instructions)
          IN/HC



    

 

 

 

 

CUSIP No. 46183W 10 1 13D Page 5 of 7 Pages

 

Item 1.  Security and Issuer.

 

 This Schedule 13D (the “Schedule 13D”) relates to the Common Stock, par value $.001 per share (“Common Stock”), of Investview, Inc., a Nevada corporation (the “Issuer”).

 

The principal executive offices of the Issuer are located at 12 South 400 West, 3rd Floor, Salt Lake City, Utah 84101

 

Item 2.  Identity and Background.

 

(a)This Schedule 13D is filed on behalf of Wealth Engineering LLC (“Wealth Engineering”), Mario Romano, and Annette Raynor (collectively, the “Reporting Persons”).

 

(b)The principal business address of each of the Reporting Persons is 745 Hope Road, Eatontown, NJ 07724.

  

(c)Wealth Engineering markets on-line financial education software and services. Wealth Engineering functions in the capacity of business development for these products and actively markets the products of the Issuer. Mario Romano is the President and Chief Executive Officer of Wealth Engineering. Annette Raynor is the Vice President, Chief Operating Officer, Secretary and a member of the Board of Managers of Wealth Engineering.

  

(d)During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

  

(e)During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of which was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

  

(f)Wealth Engineering is a New Jersey limited liability company. Each of Mario Romano, and, Annette Raynor is a United States citizen.

  

Item 3.  Source or Amount of Funds or Other Consideration.

 

 Wealth Engineering acquired 408,144,693 in connection with the Contribution Agreement entered between the Issuer and the members of Wealth Generators, LCC, a limited liability company (“Wealth Generators”), pursuant to which the Wealth Generators Members agreed to contribute 100% of the outstanding securities of Wealth Generators in exchange for an aggregate of 1,358,670,942 shares of the common stock of the Issuer. The closing of the Wealth Generators Contribution agreement occurred after close of business on March 31, 2017, therefore, effective April 1, 2017, Wealth Generators became a wholly owned subsidiary of the Company and Wealth Engineering thereby acquired 408,144,693 common shares of the Issuer.

 

In addition Wealth Generators had 356,942 shares prior to the entry into the Contribution Agreement noted above that were acquired and remaining from those shares reported on the original 13D filed by Wealth Engineering, LLC on February 28, 2009.

 

Subsequent to the Contribution Agreement that was entered with the Issuer as noted above, Wealth Engineering acquired an additional 10,000,000 shares on July 28th 2017 by converting a portion of the working capital advanced by Wealth Engineering of $150,000 on November 16, 2015 under a Revenue-based Funding Agreement which required that beginning December 30, 2015 the Company would pay an amount equal to 2% of its top line revenue generated from the prior month to pay down the loan until such time that the lender had received $450,000. During the three months ending June 30, 2017 the Company agreed to issue 10,000,000 shares of common stock to extinguish $90,000 worth of debt and to pay $15,000 per month for six months, for a total of $90,000 to be paid back, in accordance with a conversion agreement.

 

 

 

CUSIP No. 46183W 10 1 13D Page 6 of 7 Pages

 

Item 4.  Purpose of Transactions.

 

  The purpose of entering into the Contribution Agreement was to effect a “reverse merger” in which the members of Wealth Generators acquired a majority of Investview’s common stock thus succeeding in assuming the operations of Investview, Inc. going forward.

 

The purpose of the second transaction was to convert a portion of the working capital advanced by Wealth Engineering of $150,000 on November 16, 2015 under a Revenue-based Funding Agreement the terms of which are described in the section above.

 

Item 5.  Interest in Securities of the Issuer.

 

(a)        The aggregate number shares of common stock beneficially owned by the Reporting Persons as of the date of this Schedule 13D is 418,501,693 shares, or approximately 26.3% of the class of securities identified in Item 1 based on 1,589,136,281 shares outstanding as of July 13, 2017 as reported in the Issuers Form 10K Annual Report filed with the Securities and Exchange Commission on July 13, 2017.

 

(b)       The number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition, or shared power to dispose or indirect the disposition for the Reporting Persons is set forth in Items 7 to 10 of pages 2-6 of this Schedule 13D and such information is incorporated herein by reference.

  

(c)       Except as reported above none of the Reporting Persons has had any transaction in the class of securities reported herein during the past 60 days.

  

(d)       Not Applicable.

  

(e)       Not Applicable

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

  No contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between any of the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

 

Item 7.  Material to Be Filed as Exhibits.

 

No.1       Exhibit

 

1.Contribution Agreement.

 

Agreement dated as of March 31, 2017 between Issuer and Wealth Generators LLC (incorporated by reference to Exhibit 10.1 to the Issuers report on form 8K filed with the Securities and Exchange Commission on April 6th 2017.

 

 

CUSIP No. 46183W 10 1 13D Page 7 of 7 Pages

  

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

   
  WEALTH ENGINEERING LLC
   
  By:   / Annette Raynor
  Name    Annette Raynor
 

Title Vice President and Chief Operating Officer

   
   
  /s/ Mario Romano
  Mario Romano
   
  /s/ Annette Raynor
  Annette Raynor
   

 

 

Date: August 8, 2017