S-1/A

Registration File No. 333-222542

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
(Amendment No. 1)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INVESTVIEW, INC.
(Exact name of registrant as specified in its charter)
Nevada	7389	87-0369205
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
12 South 400 West, Salt Lake City, UT 84101
Telephone 888-217-8720
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Ryan Smith, Chief Executive Officer
InvestView, Inc.
12 South 400 West, Salt Lake City, UT 84101
Telephone: 888-217-8720
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copy to:
Kevin C. Timken
Michael Best & Friedrich LLP
170 South Main Street, Suite 1000, Salt Lake City, UT 84101
Telephone: 385-695-6450
From time to time after the effectiveness of this registration statement.
(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
Emerging growth company o

CALCULATION OF REGISTRATION FEE

				Proposed Maximum		Proposed Maximum
	Amount to be			Offering Price per		Aggregate Offering		Amount of
Title of Each Class of Securities to be Registered	Registered(1)(2)			Share(2)(3)		Price		Registration Fee (5)
Common stock, $0.001 par value		20,000,000		$	0.07	$	1,400,000	$	174.30
Common stock, $0.001 par value		75,702,075	(4)	$	0.07	$	5,299,145	$	659.74
		95,702,075				$	6,699,145	$	834.04

(1) The shares of our common stock being registered hereunder are being registered for sale by the selling stockholders, as defined in the accompanying prospectus.

(2) Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends, or similar transactions.

(3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low trading prices of $0.067 per share for the issuer’s common stock on January 8, 2018, as reported on the OTCQB tier of the OTC Markets Group.

(4) The shares of our common stock being registered hereunder are being registered for resale by YAII PN, Ltd., in accordance with the terms of our Standby Equity Distribution Agreement with YAII PN. The number of shares of stock registered hereunder represents: (a) 4,273,504 shares issued to YAII PN as a commitment fee; and (b) a good–faith estimate of the number of our shares of common stock issuable under that agreement. Should the number of shares being registered be an insufficient number to fully use the credit facility, we will not rely on Rule 416, but will file a new registration statement to cover the resale of such additional shares.

(5) Fee previously paid.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant files a further amendment that specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement becomes effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

EXPLANATORY NOTE

InvestView Inc. is filing this amendment no. 1 to its registration statement on Form S-1 (file no. 333-222542) solely to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T and to make conforming changes to the exhibit index and signature page. Exhibit 101 provides the consolidated financial statements and related notes from the Form S-1 formatted in XBRL (eXtensible Business Reporting Language).

Accordingly, this amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, and Exhibit 101 filed herewith. The preliminary prospectus is unchanged and has therefore been omitted.

PART II

Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses payable by the Registrant in connection with the offering (excluding underwriting discounts and commissions):

Nature of Expense	Amount(1)
SEC registration fee	$	834
Transfer agent’s, and registrars’ fees and expenses		2,000
Accounting fees and expenses		10,000
Legal fees and expenses		15,000
Miscellaneous		2,166
Total	$	30,000

_______________

(1) All amounts except SEC registration fee are estimates.

Item 14. Indemnification of Directors and Officers

Section 78.7502 of the Nevada Revised Statures and “Article VII—Indemnification of Officers, Directors, and Others” of the Registrant’s amended and restated articles of incorporation provide for indemnification of the Registrant’s directors and officers in a variety of circumstances, which may include liabilities under the Securities Act of 1933, as amended.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is contrary to public policy as expressed in the Securities Act, and therefore, is unenforceable. See “Item 17. Undertakings.”

Item 15. Recent Sales of Unregistered Securities

On March 15 2015, we issued 5,000 shares as a bonus to an employee valued at $5,000.

In March 2015, we issued an aggregate of 40,835 shares of common stock for consulting services valued at $71,097.

During the year ended March 31, 2015, we sold an aggregate of 2,355,000 shares of common stock and warrants for net proceeds received of $2,105,000.

During the year ended March 31, 2015, we issued five-year warrants to purchase an aggregate of 3,053,958 shares of common stock, exercisable at $1.50 per share, and cancelled warrants to purchase 287,500 shares of common stock at $6.00 in connection with settlement or modification of debt.

During the year ended March 31, 2015, we granted warrants to purchase an aggregate of 2,105,000 s common stock at $1.50 per share, expiring five years from the date of issuance, in connection with the sale of our common stock.

In May 2015, we issued 25,000 shares of common stock for legal services valued at $26,250, which represents the value of the services received and did not differ materially from the value of the stock issued.

In July 2015, we issued an aggregate of 36,835 shares of common stock for consulting services valued at $25,785, which represents the value of the services received and did not differ materially from the value of the stock issued.

On July 10, 2015, we issued 36,864 shares of common stock in payment for marketing services including lead generation for our marketing campaigns.

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In August 2015, we issued 20,000 shares of common stock for consulting services valued at $6,200, which represents the value of the services received and did not differ materially from the value of the stock issued.

On September 25, 2015, we entered into a Securities Purchase Agreement with JMJ Financial and issued a 12% convertible note in the principal amount of $150,000 and closed the first tranche of $33,000 tranche, receiving net proceeds of $30,000, after payment of fees and original interest discount totaling $3,000. The convertible note is due on September 25, 2017, bears interest at the rate of 12% per annum after three months, and is convertible into common stock, at lender’s option, at a 60% discount to the lowest trading price of the common stock during the 25-trading-day period before conversion. On March 30, 2016, we issued 100,000 shares of common stock in settlement of $3,000 principal.

On November 13, 2015, we entered into a Securities Purchase Agreement with Crown Bridge Partners LLC, and issued a 5% convertible note in the principal amount of $35,000, receiving net proceeds of $31,000, after payment of fees of $4,000. The convertible note is due November 13, 2016, bears interest at the rate of 5% per annum, and is convertible into common stock, at lender’s option, at a 52% discount to the lowest trading price of the common stock during the 20-trading-day period before conversion.

On February 24, 2016, we issued an aggregate of $160,000 in convertible promissory notes, each bearing interest at 12% per annum and due on August 31, 2016. The promissory notes are convertible, at the holder’s option, at $0.10 per share at any time, the due date, or the time of a $5 million equity event, as defined.

In March 2016, we issued 250,000 shares of common stock for consulting services valued at $34,750, which represents the value of the services received and did not differ materially from the value of the stock issued.

In March 2016, we issued 100,000 shares of common stock in settlement of $3,000 of convertible notes payable.

During the year ended March 31, 2016, we issued detachable warrants granting the holder the right to acquire an aggregate of 320,000 shares of common stock at $0.50 per share, which expire two years from the date of issuance in connection with the issuance of convertible promissory notes.

In April 2016, we issued 250,000 shares of common stock in settlement of $5,250 convertible notes payable.

In April 2016, we issued an aggregate of 5,812,500 shares of common stock as officer compensation valued at $575,438.

In April 2016, we issued an aggregate of 300,000 shares of common stock as payment of director fees valued at $10,200.

In May 2016, we issued an aggregate of 450,000 shares of common stock for services valued at $14,400.

In May 2016, we issued 100,000 shares of common stock as payment of directors fees valued at $3,200.

In June 2016, we issued an aggregate of 1,700,000 shares of common stock in settlement of $3,500 convertible notes payable.

In November 2016, we issued 2,000,000 shares for consulting services valued at $10,000.

During the year ended March 31, 2017, we issued 10,670,840 shares of common stock in exchange for $157,500 in cash.

In March 2017, we issued 6,072,200 shares of common stock with a value of $39,210 for legal and consulting services, of which $27,346 was for current-year services and $173,647 was for services incurred in previous periods.

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In March 2017, we issued 21,069,580 and 400,000 shares of stock valued at $989,580 and $13,800 for compensation and director fees, respectively, of which $157,191 was for current-year services and $846,189 was for services incurred in previous periods.

In March 2017, we issued 72,709,924 shares of common stock in settlement of debt, wherein principal, accrued interest, and derivative liabilities were extinguished in the amounts of $1,983,686, $414,160, and $156,596, respectively.

In March 2017, we wrote off $250,000 worth of common stock subscription receivable to additional paid in capital during the year ended March 31, 2017 due to the amounts being uncollectible.

On March 31, 2017, we entered into a Contribution Agreement with the members of Wealth Generators, LLC, 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 our common stock. Following the contribution, the Wealth Generators members control the majority of our outstanding common stock and we effectively succeeded our operations to Wealth Generators, which is considered the accounting acquirer in this reverse-merger transaction. Wealth Generators is the surviving and continuing entity and the historical financials following the reverse merger transaction are those of Wealth Generators.

On April 26, 2017, we entered issued 3,000,000 shares of common stock to an accredited investor for $30,000.

On June 6, 2017, we entered into an Assignment and Assumption Agreement with Alpha Pro Asset Management Group, LLC, whereby we assigned debt of $482,588 payable by us to Alpha in consideration of 24,575,884 shares of our common stock. Market Trend Strategies, LLC subsequently replaced Alpha Pro Asset Management Group, LLC as the party to the Assumption Agreement.

On June 6, 2017, we entered into an Acquisition Agreement Market Trend Strategies, LLC, pursuant to which we sold certain nonessential assets pertaining to various education products in consideration of Market Trend’s assumption of $419,135 in debt payable by us.

During the three months ended June 30, 2017, we entered into Conversion Agreements with several accredited investors, pursuant to which they agreed to convert all amounts of debt accrued and payable to them by Wealth Generators into shares of our common stock. The Conversion Agreements resulted in the issuance of 210,000,000 shares of our common stock for an aggregate of $2,253,641 of accrued debt.

During the three months ended June 30, 2017, we entered an agreement with a licensor of various products for a term of 15 years pursuant to which the licensor agreed to waive its rights for future payments in exchange of 80,000,000 shares of our common stock, which may be increased by up to 40,000,000 shares of common stock if the products provide a return in excess of 2% on invested capital for three consecutive months.

On September 10, 2017, we converted debt of $50,000 held by one accredited investor into 5,000,000 shares of common stock at $0.01 per share.

On September 20, 2017, we issued 125,000 shares of common stock with a value of $7,500 in conjunction with a one-year consulting agreement.

Subsequent to September 30, 2017, we entered into 11 Subscription Agreements with 11 separate accredited investors, pursuant to which we received $1,722,275 for 172,227,500 shares of common stock. As of the date of this filing, 105,000,000 of those shares had not yet been issued.

On October 20, 2017, we entered into a Contribution and Exchange Agreement with HODO-mania, a Texas corporation. Under the terms of the agreement, we will issue $50,000 of our common stock to HODO-mania, calculated using the closing sales price on that date. The agreement also includes earn-out provisions that could result in the issuance of up to 200,000,000 shares of our common stock if certain milestones are met.

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On November 13, 2017, we entered into three material definitive agreements shown below:

· Product Contribution Agreement with Priam Technologies, Inc., a Seychelles international business company, under which we granted to Priam 25,000,000 shares of our common stock, with earn-out provisions for an additional 150,000,000 shares.

· Exclusive License Agreement with Binnacle Research Marketing, Inc., under which we granted to Binnacle 20,000,000 shares of our common stock, with earn-out provisions for another 20,000,000 shares.

· Product Contribution Agreement with WestMyn Technology Services, Inc., a Delaware corporation, under which we issued 40,000,000 shares, with WestMyn to receive up to another 85,000,000 shares under certain earn-out provisions.

Although Priam, Binnacle, and WestMyn are affiliates of each other, they are not our affiliates, and these agreements were the result of arm’s-length negotiations with each of the entities.

Between November 2 and December 21, 2017, we raised $334,275 from six accredited investors who purchased an aggregate of 33,427,500 shares of common stock at $0.01 per share in a private placement.

On December 7, 2017, we issued 4,273,504 shares of common stock as a commitment fee to YAII PN, Ltd., a Cayman Islands entity, in connection with the Standby Equity Distribution Agreement (SEDA).

On December 8, 2017, we received $325,000 from the sale of 10,000,000 shares of common stock to D-Beta One EQ, Ltd., a Cayman Island exempt limited company, in connection with the Securities Purchase Agreement (SPA).

On December 14, 2017, we converted principal of $50,000 from a March 31, 2017 promissory note into 5,000,000 shares of common stock.

On December 21, 2017, we entered into two Subscription Agreements with two separate accredited investors pursuant to which we received $82,000 for 8,200,000 shares of common stock.

On December 27, 2017, we issued 8,333,333 shares, valued at $500,000, to a consultant for services from October 1, 2017, to September 30, 2019, per the terms of the Goodwill Ambassador Agreement dated October 1, 2017, with Henry Marsh, an executive consultant to our company.

The securities represented by each of the transactions described above were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. Each of the investors is either an “accredited investor” as defined in Rule 501(a) of Regulation D or a sophisticated investor able to bear the risks of the investment. Each investor confirmed the foregoing and acknowledged that the securities must be acquired and held for investment. All certificates evidencing the shares of common stock on conversion of the notes, issuances under the restricted stock grants, or upon the exercise of the warrants will bear a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith.

Item 16. Exhibits and Financial Statement Schedules

Exhibit Number*	Title of Document	Location
Item 2	Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
2.01	Contribution Agreement between Investview, Inc., Wealth Generators, LLC, and the members of Wealth Generators, LLC dated March 31, 2017	Incorporated by reference to the Current Report on Form 8-K filed April 6, 2017

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Exhibit Number*	Title of Document	Location
Item 3	Articles of Incorporation and Bylaws
3.01	Articles of Incorporation	Incorporated by reference to the Form 10SB12G filed August 12, 1999
3.02	Articles of Amendments to the Articles of Incorporation	Incorporated by reference to the Form 10SB12G filed August 12, 1999
3.03	Bylaws	Incorporated by reference to the Form 10SB12G filed August 12, 1999
3.04	Amendment to Articles of Incorporation or by-laws	Incorporated by reference to the Current Report on Form 8-K filed February 15, 2007
3.05	Certificate of Change filed pursuant to NRS 78.209	Incorporated by reference to the Current Report on Form 8-K filed April 6, 2012
3.06	Articles of Merger filed pursuant to NRS 92.A.200	Incorporated by reference to the Current Report on Form 8-K filed April 6, 2012
3.07	Certificate of Amendment to Articles of Incorporation	Incorporated by reference to the Definitive Information Statement filed December 20, 2017
Item 4	Instruments Defining the Rights of Security Holders, including indentures
4.01	Common Stock Specimen	Incorporated by reference to the Registration Statement on Form S-1 filed January 12, 2018.
Item 5	Opinion re Legality
5.01	Opinion of Michael Best & Friedrich LLP	Incorporated by reference to the Registration Statement on Form S-1 filed January 12, 2018.
Item 10	Material Contracts
10.01	Form of Common Stock Purchase Warrant dated July 7, 2011	Incorporated by reference to the Current Report on Form 8-K filed July 13, 2011
10.02	Form of Common Stock Purchase Warrant – August 2012	Incorporated by reference to the Current Report on Form 8-K filed August 20, 2012
10.03	2012 Incentive Stock Plan**	Incorporated by reference to the Registration Statement on Form S-8 filed July 25, 2012
10.04	Form of Common Stock Purchase Warrant issued to Allied Global Ventures LLC	Incorporated by reference to the Current Report on Form 8-K filed October 8, 2013

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Exhibit Number*	Title of Document	Location
10.05	Form of Common Stock Purchase Warrant	Incorporated by reference to the Current Report on Form 8-K filed June 11, 2014
10.06	Form of Common Stock Purchase Warrant – September 30, 2014	Incorporated by reference to the Current Report on Form 8-K filed October 7, 2014
10.22	Form of Conversion Agreement dated June 6, 2017	Incorporated by reference to the Current Report on Form 8-K filed June 12, 2017
10.23	Agreement entered into with CTB Rise International Inc. dated June 7, 2017	Incorporated by reference to the Current Report on Form 8-K filed June 12, 2017
10.24	Founder Employment Agreement between InvestView, Inc. and Ryan Smith, entered October 10, 2017**	Incorporated by reference to the Current Report on Form 8-K filed October 13, 2017
10.25	Founder Employment Agreement between InvestView, Inc. and Annette Raynor, entered October 10, 2017**	Incorporated by reference to the Current Report on Form 8-K filed October 13, 2017
10.26	Founder Employment Agreement between InvestView, Inc. and Chad Miller, entered October 10, 2017**	Incorporated by reference to the Current Report on Form 8-K filed October 13, 2017
10.27	Founder Employment Agreement between InvestView, Inc. and Mario Romano, entered October 10, 2017**	Incorporated by reference to the Current Report on Form 8-K filed October 13, 2017
10.28	Founder Revenue Agreement among InvestView, Inc. and Chad Miller, Annette Raynor, Mario Romano, and Ryan Smith**	Incorporated by reference to the Current Report on Form 8-K filed October 13, 2017
10.29	Contribution and Exchange Agreement between InvestView, Inc. and HODO-mania, Inc., entered October 20, 2017	Incorporated by reference to the Current Report on Form 8-K filed October 27, 2017
10.30	Product Contribution Agreement between InvestView, Inc. and Priam Technologies, Inc., entered November 13, 2017	Incorporated by reference to the Current Report on Form 8-K filed November 15, 2017
10.31	Exclusive License Agreement between InvestView, Inc. and Binnacle Research Marketing, Inc., entered November 13, 2017	Incorporated by reference to the Current Report on Form 8-K filed November 15, 2017
10.32	Product Contribution Agreement between InvestView, Inc. and WestMyn Technology Services, Inc., entered November 13, 2017	Incorporated by reference to the Current Report on Form 8-K filed November 15, 2017

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Exhibit Number*	Title of Document	Location
10.33	Securities Purchase Agreement between InvestView, Inc. and D-Beta One EQ, Ltd., entered December 6, 2017	Incorporated by reference to the Current Report on Form 8-K filed December 13, 2017
10.34	Registration Rights Agreement between InvestView, Inc. and D-Beta One EQ, Ltd., entered December 6, 2017	Incorporated by reference to the Current Report on Form 8-K filed December 13, 2017
10.35	Standby Equity Distribution Agreement between InvestView, Inc. and YAII PN, Ltd., entered December 6, 2017	Incorporated by reference to the Current Report on Form 8-K filed December 13, 2017
Item 21	Subsidiaries of the Registrant
21.01	Schedule of Subsidiaries	Incorporated by reference to the Registration Statement on Form S-1 filed January 12, 2018.
Item 23	Consents of Experts and Counsel
23.01	Consent of Liggett & Webb P.A.	Incorporated by reference to the Registration Statement on Form S-1 filed January 12, 2018.
23.02	Consent of Haynie & Company	Incorporated by reference to the Registration Statement on Form S-1 filed January 12, 2018.
23.03	Consent of Michael Best & Friedrich LLP	Included in exhibit 5.01.
Item 24	Power of Attorney
24.01	Power of Attorney	See signature page to this filing.
Item 99	Miscellaneous
99.01	Audited Financial Statements of Wealth Generators, LLC for the years ended March 31, 2017 and 2016	Incorporated by reference to the Registration Statement on Form S-1 filed January 12, 2018.
Item 101	Interactive Data Files***
101.INS	XBRL Instance Document	This filing.
101.SCH	XBRL Taxonomy Extension Schema	This filing.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	This filing.
101.DEF	XBRL Taxonomy Extension Definition Linkbase	This filing.
101.LAB	XBRL Taxonomy Extension Label Linkbase	This filing.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	This filing.

 _______________________

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

** Identifies each management contract or compensatory plan or arrangement required to be filed as an exhibit, as required by Item 15(a)(3) of Form 10-K.

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Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
	(i)	to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
	(ii)	to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
	(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
	The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the registrant has duly caused this amendment no. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on the 19th day of January, 2018.

INVESTVIEW, INC.
By:	/s/ Ryan Smith
	Ryan Smith
	Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Ryan Smith as his true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-1 (or to any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name and Signature	Title	Date
/s/ Ryan Smith
Ryan Smith	Chief Executive Officer and Director	01/19/18
/s/ *
Annette Raynor	Chief Operating Officer and Director	01/19/18
/s/ *
Chad Miller	Director	01/19/18
/s/ *
William C. Kosoff	Acting Chief Financial Officer and Principal Accounting Officer
*by /s/ Ryan Smith
Ryan Smith		01/19/18
Attorney-in-Fact

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XML

Document and Entity Information	12 Months Ended
	Mar. 31, 2017
Document and Entity Information:
Entity Registrant Name	INVESTVIEW, INC.
Document Type	S-1
Document Period End Date	Mar. 31, 2017
Trading Symbol	invu
Amendment Flag	true
Entity Central Index Key	0000862651
Current Fiscal Year End Date	--03-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Amendment Description	1

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2017	Mar. 31, 2017	Mar. 31, 2016
STOCKHOLDERS' DEFICIT
Total stockholders' deficit		$ (976,307)	$ (4,582,561)
Predecessor
Current assets:
Cash and cash equivalents		3,550	7,697
Receivables		150,000
Deferred costs			1,793
Total current assets		153,550	9,490
Total assets		153,550	9,490
Current liabilities:
Accounts payable and accrued liabilities		417,025	1,078,465
Deferred revenue		5,807	13,128
Related party payables		132,199	704,241
Settlement payable		344,392	344,392
Debt, current portion		73,011	378,460
Current liabilities of discontinued operations		120,266	120,266
Derivative liability, short term portion		37,157	194,087
Total current liabilities		1,129,857	2,833,039
Debt, long term portion			1,399,190
Related party payables, long term portion			295,101
Derivative liability, long term portion			64,721
Long term liabilities			1,759,012
Total liabilities		1,129,857	4,592,051
Commitments and contingencies
STOCKHOLDERS' DEFICIT
Preferred stock value
Common stock value		125,890	14,967
Additional paid in capital		97,774,514	96,282,849
Common stock subscriptions (receivable)			(250,000)
Treasury stock, 1,300 shares		(8,589)	(8,589)
Accumulated deficit		(98,868,122)	(100,621,788)
Total stockholders' deficit		(976,307)	(4,582,561)
Total liabilities and stockholders' deficit		153,550	9,490
Successor
Current assets:
Cash and cash equivalents	$ 1,920	1,616	$ 70,298
Receivables	268,674	444,610
Total current assets	287,889	456,226
Total assets	2,510,131	472,461
Prepaid assets	7,295
Short term advances	10,000	10,000
Fixed assets, net	9,128	10,235
Other assets:
Long term license agreement	2,208,614
Deposits	4,500	6,000
Total other assets	2,213,114	6,000
Current liabilities:
Accounts payable and accrued liabilities	1,434,726	1,370,972
Deferred revenue	561,504	433,298
Related party payables	694,649	805,895
Debt, current portion	1,065,388	2,093,745
Total current liabilities	3,756,267	4,703,910
Total liabilities	3,756,267	4,703,910
Commitments and contingencies
STOCKHOLDERS' DEFICIT
Preferred stock value
Common stock value	1,853,461	125,890
Additional paid in capital	8,004,612	805,637
Treasury stock, 1,300 shares	(8,589)	(8,589)
Accumulated deficit	(11,095,620)	(5,154,387)
Total stockholders' deficit	(1,246,136)	(4,231,449)
Total liabilities and stockholders' deficit	$ 2,510,131	$ 472,461

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CONSOLIDATED BALANCE SHEETS PARENTHETICAL - $ / shares	Sep. 30, 2017	Mar. 31, 2017	Mar. 31, 2016
Predecessor
Preferred stock par value		$ 0.001	$ 0.001
Preferred stock shares authorized		10,000,000	10,000,000
Preferred stock shares issued
Preferred stock shares outstanding
Common stock par value		$ 0.001	$ 0.001
Common stock shares authorized		2,000,000,000	60,000,000
Common stock shares issued		125,889,455	14,966,911
Common stock shares outstanding		125,888,155	14,965,611
Treasury shares		1,300	1,300
Successor
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock shares issued
Preferred stock shares outstanding
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	2,000,000,000	2,000,000,000
Common stock shares issued	1,853,461,281	125,889,455
Common stock shares outstanding	1,853,459,981	125,888,155
Treasury shares	1,300	1,300

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CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Mar. 31, 2017	Mar. 31, 2016
Other income (expense):
Net income (loss)					$ 1,753,666	$ (2,104,430)
Predecessor
Revenue, net					131,465	353,926
Operating costs and expenses:
Cost of sales and service					3,257	43,484
Selling, general and administrative					980,579	1,975,255
Total operating costs and expenses					983,836	2,018,739
Net income (loss) from operations					(852,371)	(1,664,813)
Other income (expense):
(Gain) loss on derivative valuation					84,284	246,939
Gain (loss) on debt extinguishment					3,170,326
Loss on disposal of subsidiaries						(26,058)
Interest expense					(648,573)	(660,498)
Total other income (expense)					2,606,038	(439,617)
Income (loss) before income taxes					1,753,666	(2,104,430)
Net income (loss)					$ 1,753,666	$ (2,104,430)
Income (loss) per common share, basic and diluted					$ 0.05	$ (0.14)
Weighted average number of common shares outstanding, basic and diluted					38,153,419	14,616,664
Successor
Revenue, net	$ 3,615,305	$ 4,313,779	$ 6,593,107	$ 7,032,388
Operating costs and expenses:
Cost of sales and service	123,010	163,617	317,296	482,991
Selling, general and administrative	494,383	438,351	832,388	653,805
Total operating costs and expenses	4,539,328	4,139,903	8,538,364	8,422,950
Net income (loss) from operations	(924,023)	173,875	(1,945,257)	(1,390,562)
Commissions	2,958,173	2,641,874	5,438,565	5,540,754
Selling and marketing	119,218	209,703	268,596	344,692
Salary and related	419,347	495,012	856,493	1,010,967
Professional fees	425,197	191,347	825,026	389,741
Other income (expense):
Gain (loss) on debt extinguishment	(81,035)		(2,767,422)
Interest expense	(81,136)		(91,903)
Total other income (expense)	(161,495)	(67,148)	(3,982,636)	(100,374)
Loss on spin-off of operations	(1,118,609)		(1,118,609)
Interest expense - related parties		(67,155)	(3,000)	(100,395)
Other income (expense)	676	7	(1,702)	21
Income (loss) before income taxes	(1,085,518)	106,728	(5,927,893)	(1,490,936)
Income tax expense	(6,879)	(120)	(13,340)	(120)
Net income (loss)	$ (1,092,397)	$ 106,608	$ (5,941,233)	$ (1,491,056)
Income (loss) per common share, basic and diluted	$ (0.00)	$ 0.00	$ (0.00)	$ (0.01)
Weighted average number of common shares outstanding, basic and diluted	1,822,478,129	125,888,155	1,581,200,506	125,888,155

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CONSOLIDATED STATEMENT OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid in Capital	Common Stock Subscription Receivable	Treasury Stock	Accumulated Deficit	Non-controlling Interest	Total
Balance at Mar. 31, 2015	$ 14,535	$ 96,018,216	$ (250,000)	$ (8,589)	$ (98,517,358)	$ (56,165)	$ (2,799,361)
Balance - Shares at Mar. 31, 2015	14,535,076
Common stock issued for services	$ 332	92,653					92,985
Common stock issued for services - shares	331,835
Common stock issued in settlement of debt	$ 100	9,790					9,890
Common stock issued in settlement of debt - shares	100,000
Reclass derivatives liability to equity upon convertible note payoff		162,190					162,190
Disposal of majority owned subsidiary						$ 56,165	56,165
Net income (loss) | Predecessor							(2,104,430)
Net income (loss)					(2,104,430)		(2,104,430)
Balance (Predecessor) at Mar. 31, 2016							(4,582,561)
Balance at Mar. 31, 2016	$ 14,967	96,282,849	(250,000)	(8,589)	(100,621,788)		(4,582,561)
Balance - Shares at Mar. 31, 2016	14,966,911
Common stock issued for services	$ 6,072	25,703					31,775
Common stock issued for services - shares	6,072,200
Common stock issued in settlement of debt	$ 72,710	303,289					375,999
Common stock issued in settlement of debt - shares	72,709,924
Reclass derivatives liability to equity upon convertible note payoff		277,778					277,778
Common stock issued for cash	$ 10,671	146,829					157,500
Common stock issued for cash - shares	10,670,840
Common stock issued in payment of compensation	$ 21,070	962,666					983,736
Common stock issued in payment of compensation - shares	21,069,580
Common stock issued for director fees	$ 400	25,400					25,800
Common stock issued for director fees - shares	400,000
Write off of subscription receivable		(250,000)	$ 250,000
Net income (loss) | Predecessor							1,753,666
Net income (loss)					1,753,666		1,753,666
Balance (Predecessor) at Mar. 31, 2017							(976,307)
Balance at Mar. 31, 2017	$ 125,890	$ 97,774,514		$ (8,589)	$ (98,868,122)		$ (976,307)
Balance - Shares at Mar. 31, 2017	125,889,455

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CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	6 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Mar. 31, 2017	Mar. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)			$ 1,753,666	$ (2,104,430)
Non cash financing activities:
Common stock issued in settlement of debt			375,999	9,890
Predecessor
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)			1,753,666	(2,104,430)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Amortization of debt discount			310,484	171,263
Amortization of deferred compensation				121,288
Stock issued for services and compensation			557,766	92,985
Loan fees on new borrowings			17,176	343,827
New derivatives recorded as loan fees			159,132
(Gain) loss on derivative valuation			(84,284)	(246,939)
Loss on debt settlement			(3,170,326)
Changes in operating assets and liabilities:
Change in receivables			(150,000)	57,076
Change in deferred costs			1,793	884
Change in prepaid and other assets				106,664
Change in accounts payable and accrued liabilities			265,801	223,158
Change in deferred revenue			(7,321)	(28,457)
Change in accrued interest			133,915	128,615
Change in accrued interest - related parties			19,178	25,524
Net cash used in operating activities			(193,019)	(1,108,542)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (repayments) for related party payables, net			65,480	57,594
Proceeds from new lending			92,500	375,010
Repayments for debt			(126,607)	(122,102)
Proceeds from the sale of stock			157,500
Net cash provided by financing activities			188,872	310,502
Net increase (decrease) in cash and cash equivalents			(4,147)	(798,040)
Cash and cash equivalents-beginning of period	$ 3,550	$ 7,697	7,697	805,737
Cash and cash equivalents-end of period			3,550	7,697
Cash paid during the period for:
Interest
Income taxes
Non cash financing activities:
Common stock issued for accounts payable and accrued liabilities			173,647
Common stock issued in non cash settlement of debt			2,119,024	3,000
Common stock issued for related party payables			890,948
Subscription receivable recorded as contributed capital			250,000
Derivative recorded as a debt discount			127,208
Reclass derivative from liability to equity upon debt payoff			277,778	162,190
Successor
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	(5,941,233)	(1,491,056)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Loss on debt settlement	2,767,422
Changes in operating assets and liabilities:
Change in receivables	325,936	(399,592)
Change in accounts payable and accrued liabilities	(112,847)	1,204,172
Change in deferred revenue	122,399	463,533
Change in accrued interest	76,602
Change in accrued interest - related parties	3,000
Net cash used in operating activities	(1,589,914)	(122,910)
Depreciation	1,107	1,138
Stock issued for services and license agreement	47,591
Debt issuance costs - related party		100,395
Loss on spin-off of operations	1,118,609
Change in deposits	1,500	(1,500)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in reverse acquisition	3,550
Net cash provided by investing activities	3,550
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments for debt	(556,085)	(55,999)
Proceeds from the sale of stock	492,000	25,000
Net cash provided by financing activities	1,586,668	52,836
Proceeds from related parties	368,253	210,000
Repayments for related party payables	(392,500)	(495,373)
Proceeds from debt	1,675,000	500,000
Dividends paid		(130,792)
Net increase (decrease) in cash and cash equivalents	304	(70,074)
Cash and cash equivalents-beginning of period	1,616	70,298	70,298
Cash and cash equivalents-end of period	1,920	224	$ 1,616	$ 70,298
Cash paid during the period for:
Interest	78,000	96,645
Income taxes	13,340	$ 120
Non cash financing activities:
Common stock issued in non cash settlement of debt	2,322,606
Common stock issued for reverse acquisition	662,048
Common stock issued in settlement of debt	2,322,606
Common stock issued for prepaid services and long term license agreement	$ 2,215,909

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Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2017

Successor

Summary of Significant Accounting Policies

NOTE 2–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended September 30, 2017, are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2018. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2017, consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2017, as well as our Form 8-K/A filed on June 30, 2017.

Principles of Consolidation

The consolidated financial statements include the accounts of InvestView, Inc., and our wholly owned subsidiaries, Wealth Generators, LLC, Investment Tools & Training, LLC, Razor Data Corp., and SAFE Management, LLC. All significant, intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

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

Revenue Recognition

For revenue from product sales and services, we recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), 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.

The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize revenue for subscription sales over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a 10-day trial period to subscription customers, during which a full refund can be requested if a customer does not like the product. Revenues are deferred during the trial period as collectability cannot be reasonably assured until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.

Long-Lived Assets – License Agreement

The Company accounts for its long-term license agreement in accordance with ASC subtopic 350-30 General Intangibles Other Than Goodwill and ASC subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets.  ASC subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable.  Further, ASC subtopic 350-30 requires an intangible asset to be amortized over its useful life. 

ASC subtopic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate.  The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition.  If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. 

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability.

GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

Level 1:	Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.
Level 2:	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:
	–      Quoted prices for similar assets or liabilities in active markets
	–      Quoted prices for identical or similar assets or liabilities in markets that are not active
	–      Inputs other than quoted prices that are observable for the asset or liability
	–      Inputs that are derived principally from or corroborated by observable market data by correlation or other means
Level 3:	Inputs that are unobservable and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).

Our financial instruments consist of cash, accounts receivable, and accounts payable. We have determined that the book value of our outstanding financial instruments as of September 30, 2017 (unaudited) and March 31, 2017, approximates the fair value due to their short-term nature.

Net Loss per Share

We follow ASC 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. Convertible debt, stock options, and warrants have been excluded as common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computation.

Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

	September 30, 2017		September 30, 2016
Convertible notes payable		-		26,677,398
Options to purchase common stock		35,000		40,000
Warrants to purchase common stock		6,534,810		6,534,810
Totals		6,569,810		33,252,208

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Going Concern and Liquidity

3 Months Ended

Sep. 30, 2017

Successor

Going Concern and Liquidity

NOTE 4–GOING CONCERN AND LIQUIDITY

Our financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have incurred significant recurring losses, which have resulted in an accumulated deficit of $11,095,620, net loss of $5,941,233, and net cash used in operations of $1,589,914 for the six months ended September 30, 2017. Additionally, as of September 30, 2017, we had cash of $1,920 and a working capital deficit of $3,468,378. These factors raise substantial doubt about our ability to continue as a going concern.

Historically we have relied on increasing revenues and new debt financing to pay for operational expenses and debt as it came due. During the six months ended September 30, 2017, we raised $368,253 in cash proceeds from related parties, $1,675,000 in cash proceeds from new lending arrangements, and $492,000 from the sale of common stock. Additionally, during the six months ended September 30, 2017, we have exchanged $2,322,606 worth of debt into shares of common stock. Going forward we plan to reduce obligations with cash flow provided by operations and pursue additional debt and equity financing, however, we cannot assure that funds will be available on terms acceptable us, or if available, will be sufficient to enable us to fully complete our development activities or sustain operations. Nevertheless, the shortage of working capital adversely affects our ability to develop or participate in activities that promote our business, because a substantial portion of cash flow goes to reduce debt rather than to advance operating activities.

Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

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Settlement Payable

12 Months Ended

Mar. 31, 2017

Predecessor

Settlement Payable

3. SETTLEMENT PAYABLE

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 was secured by common stock of the Company and was personally guaranteed by certain officers of the Company. The note contained 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 could 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.

On August 12, 2013, Evenflow Funding, LLC ("Evenflow") commenced a civil action (the “NJ Action”) against the Company in the Superior Court of New Jersey, Law Division, Monmouth County (the "Court") bearing Docket No.. Mon-L-3105-13 in collection of the above described promissory note issued January 20, 2009 and related accrued interest.

On October 13, 2014, the Company and Evenflow agreed to a settlement and a Stipulation of Settlement (the "Settlement") was filed with the Court, in connection with the NJ Action. Pursuant to the Settlement, the Company agreed to pay to Evenflow a total of $425,000 (the "Settlement Amount") in quarterly payments (the "Quarterly Payments") equal to 10% of the net revenue (revenue less allowances, returns and payments to revenue sharing agreements) of the Company as reported in the Company's periodic reports filed on Form 10-Q or Form 10-K (collectively, the "Periodic Reports") commencing with the Company's December 31, 2014 Periodic Report. The Quarterly Payments are due and payable by the Company on the tenth day following the filing of each Periodic Report. In addition to the Quarterly Payments, the Company agreed to make an initial payment in the amount of $25,000 upon the filing of the Settlement with the Court, as well as a payment in the amount of $25,000 due on the 12 month anniversary of the initial payment. The aggregate total of all payments including the upfront $25,000, the one year anniversary $25,000, and the quarterly payments is to be $425,000.

As of March 31, 2016, the Company reclassified the promissory note and accrued interest to settlement payable. No material gain or loss was recorded in connection with the settlement. The unpaid balance as of March 31, 2017 and  2016 was $344,392.  As of March 31, 2017 the Company was in default on this liability, however, in conjunction with the Wealth Generators reverse-merger, effective April 1, 2017, this liability was assigned and assumed by Alpha Pro Asset Management Group, LLC, an entity associated with the former management of the Company (see Note 13). 

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Related Party Transactions

3 Months Ended

Sep. 30, 2017

Successor

Related Party Transactions

NOTE 6–RELATED-PARTY TRANSACTIONS

Our related-party payables consisted of the following:

	September 30, 2017		March 31, 2017
Short-term advances [1]	$	268,754	$	100,000
Revenue-based Funding Agreement entered into on 11/8/15 [2]		-		180,000
Short-term Promissory Note entered into on 9/13/16, in default [3]		150,000		150,000
Promissory Note entered into on 11/15/16 [4]		895		895
Promissory Note entered into on 3/15/17 [5]		275,000		375,000
	$	694,649	$	805,895

_______________

[1]   We periodically receive advances for operating funds from our current majority shareholders (former members of Wealth Generators prior to the reverse acquisition) and other related parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand, generally have no interest or fees associated with them, and are unsecured. During the six months ending September 30, 2017, we received $368,254 in cash proceeds from advances and repaid related parties $199,500.

[2]   On November 16, 2015, then a majority member of Wealth Generators (pre-reverse acquisition) and currently a majority shareholder advanced funds of $150,000 under a Revenue-based Funding Agreement, which required that beginning December 30, 2015, we would pay an amount equal to 2% of our top-line revenue generated from the prior month to pay down the loan until the lender had received $450,000. During the six months ending September 30, 2017, we agreed to issue 10,000,000 shares of common stock to extinguish $90,000 in debt and to pay $15,000 per month for six months, for a total of $90,000, under a Conversion Agreement. We repaid $90,000 in cash during the six months ending September 30, 2017.

[3]   A member of the senior management team has continuously advanced funds of $150,000 at various times, beginning on September 14, 2016, under short-term promissory notes. All of the notes carry the same terms, have a fixed interest payment of $7,500, and are generally due in less than four weeks. Under this arrangement, during the six months ended September 30, 2017, we incurred $3,000 of loan fees and repaid $3,000.

[4]   We entered into a Promissory Note for $94,788 with a company owned by immediate family members of two members of our executive management team. Funds were advanced to us on November 16 and December 16, 2016 in the amounts of $78,750 and $16,038, respectively. The Promissory Note has a 12-month term, an annual interest rate of 8%, and no prepayment penalty. During the year ending March 31, 2017, we incurred $895 in interest expense on the note and repaid the entire principal balance of $94,788.

[5]   A company that was a majority member of Wealth Generators (pre-reverse acquisition) and is currently a majority shareholder entered into a Promissory Note in the amount of $300,000, advancing funds on March 17, 2017. The note has a fixed interest amount of $75,000 and matured on September 16, 2017, but has been extended through November 16, 2017. Payments of $100,000 were made on this arrangement during the six months ending September 30, 2017.

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Debt

3 Months Ended

Sep. 30, 2017

Successor

Debt

NOTE 7–DEBT

Our debt consisted of the following:

	September 30, 2017		March 31, 2017
Revenue based funding arrangement entered into on 8/31/15 [1]	$	-	$	263,641
Revenue share agreement entered into on 6/28/16 [2]		400,000		525,000
Purchase and sale agreement for future receivables entered into on 9/30/16 [3]		87,288		220,652
Short-term advance received on 1/11/17 [4]		-		1,000,000
Short-term advance received on 3/16/17 [5]		-		50,000
Promissory note entered into on 3/31/17 [6]		-		34,452
Promissory note entered into on 8/15/17 [7]		300,000		-
Promissory note entered into on 8/24/17 [8]		26,250		-
Promissory note entered into on 9/15/17 [9]		251,850		-
	$	1,065,388	$	2,093,745

_______________

[1]   We entered into a Revenue-based Funding Agreement and received proceeds of $50,000 on December 18, 2015, $25,000 on April 17, 2015, and $25,000 September 1, 2015. The agreement required that beginning September 30, 2015, we would pay an amount equal to 2% of our top-line revenue generated from the prior month to pay down the loan until the lender had received an amount that was three times the amount advanced. During the six months ending September 30, 2017, we agreed to issue 10,000,000 shares of common stock to extinguish $263,641 in debt.

[2]   During April 2016, we entered into a Royalty Agreement, which was replaced with a Revenue Share Agreement dated June 28, 2016, which was amended in October of 2016. Cash receipts were received of $100,000, $150,000, and $250,000 on April 19, May 11, and June 29, 2016, respectively. In accordance with the terms of the final amended agreement, we are required to make payments of $25,000 per month or a 3% royalty for the previous month’s sales, whichever is greater, beginning February 15, 2017, until the lender has been repaid $600,000. During the six months ending September 30, 2017, we repaid $125,000.

[3]   We entered into a Purchase and Sale Agreement for future receivables with an entity that provides quick access to working capital. On October 6, 2016, we received proceeds from this arrangement of $250,000. In accordance with the terms of the agreement, we are required to repay $345,600 over a 16-month period by making ACH payments in the amount of $1,052 per business day. Accordingly, we recorded $95,000 as interest expense at inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the six months ending September 30, 2017, we paid $133,604 on the debt and recorded $240 for six monthly maintenance fees of $40 per month.

[4]   We received funds of $1,000,000 on January 11, 2017, and funds of $800,000 on April 10, 2017, as a result of a short-term advance in which the lender was anticipating converting such funds into shares of common stock upon our acquisition by a publicly traded company. On June 6, 2017, we formalized a Conversion Agreement wherein the total of these funds, or $1,800,000, was exchanged for 180,000,000 shares of our common stock.

[5]   We received funds of $50,000 on March 16, 2017, as a result of a short-term advance. Such advance has no interest rate or due date, thus was shown as due on demand. During the six months ending September 30, 2017, we entered into a Conversion Agreement and issued 5,000,000 shares of common stock in exchange for the $50,000 in debt.

[6]   We received a short-term advance of $24,965 on March 3, 2017, and entered into a Promissory Note with the lender on March 31, 2017, to formalize the lending arrangements for this advance. Per the Promissory Note, $50,000 was to be advanced on or before April 3, 2017, therefore, we received $25,000 in proceeds during the six months ended September 30, 2017. The Promissory Note provides for a fixed interest amount of $19,000 and matures on September 30, 2017. During the six months ended September 30, 2017, we recorded $9,513 as interest expense. On September 10, 2017, we agreed to issue 5,000,000 shares of common stock in exchange for the full $68,965 in debt.

[7]   We received proceeds of $250,000 under a Promissory Note entered into on August 14, 2017, with a maturity date of December 31, 2017. The Promissory Note requires us to pay a fixed interest amount of $25,000 if we choose to pay the note in full by October 31, 2017, or to pay a fixed interest amount of $50,000 if the note is paid in full by its maturity date. During the six months ended September 30, 2017, we recorded $50,000 as interest expense because we did not repay the loan in full prior to October 31, 2017.

[8]   We received proceeds of $100,000 under a Promissory Note entered into on August 24, 2017, with a maturity date of October 6, 2017. The note states a fixed interest amount of $5,000, which was recorded in the six months ended September 30, 2017, along with payments of $78,750.

[9]   We received proceeds of $250,000 under a Promissory Note entered into on September 15, 2017, with a maturity date of October 5, 2017. The Promissory Note states that if the note is not paid in full by the maturity date, interest will accrue at the rate of 18% per annum, with interest commencing on the date of execution of the note and continuing until the note is paid in full. We have not made any payments on this note and, therefore, consider it due on demand. During the six months ended September 30, 2017, $1,850 was recorded as interest expense on the note.

In addition to the above debt transactions that were outstanding as of September 30, 2017 and March 31, 2017, during the six months ended September 30, 2017, we also received proceeds of $50,000 from short-term advances and $200,000 from short-term notes. During the six months ended September 30, 2017, we recorded interest expense of $10,000 for fixed interest amounts due on the notes, entered into a Conversion Agreement to issue 5,000,000 shares of stock to extinguish the short-term advance of $50,000, and made total cash payments of $210,000 to extinguish the interest and principal amounts due on the notes.

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Derivative Liabilities

12 Months Ended

Mar. 31, 2017

Predecessor

Derivative Liabilities

6. DERIVATIVE LIABILITIES

As described in Note 5, the Company issued convertible notes that contain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date.  During the years ending March 31, 2017 and 2016, the Company had the following activity in their derivative liability account:

Derivative liability at March 31, 2015	$	-
Derivative liability recorded on new instruments		674,828
Elimination of derivative liability on conversion		(6,891	)
Reclass derivative liability to equity upon convertible note payoff		(162,190	)
Change in fair value of derivative liability		(246,939	)
Derivative liability at March 31, 2016		258,808
Derivative liability recorded on new instruments		286,340
Elimination of derivative liability on conversion		(128,490	)
Reclass derivative liability to equity upon convertible note payoff		(277,778	)
Gain on settlement		(17,439	)
Change in fair value of derivative liability		(84,284	)
Derivative liability at March 31, 2017	$	37,157

The Company recorded the aggregate fair value of $674,828 of embedded derivatives on their notes entered into during the year ended March 31, 2016, which was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 225.82% to 413.63%, (3) weighted average risk-free interest rate of 0.36 % to 0.70%, (4) expected life of 0.76 to 2.00 years, and (5) estimated fair value of the Company’s common stock of $0.129 to $0.31 per share. The determined fair value of the debt derivatives of $674,828 was charged as a debt discount up to the net proceeds of the notes with the remainder of $343,827 charged to current period operations as non-cash interest expense.

At March 31, 2016, the Company marked to market the fair value of the debt derivatives and determined a fair value of $258,808. The Company recorded a gain from change in fair value of debt derivatives of $246,939 for the year ended March 31, 2016. The fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 412.94%, (3) weighted average risk-free interest rate of 0.39% to 0.59%, (4) expected life of 0.42 to 1.49 years, and (5) estimated fair value of the Company’s common stock of $0.10 per share.

During the year ended March 31, 2017 the Company recorded an aggregate fair value of $333,996 of embedded derivatives on their new notes entered into which was determined using the Binominal Option Pricing Model with the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 413.63% to 451.23%, (3) weighted average risk-free interest rate of 0.40 % to 0.68%, (4) expected life of 0.42 to 1.00 years, and (5) estimated fair value of the Company’s common stock of $0.009 to $0.10 per share.

At March 31, 2017, the Company marked to market the fair value of the debt derivatives and determined a fair value of $37,157. The Company recorded a gain from change in fair value of debt derivatives of $84,284 for the year ended March 31, 2017. The fair value of the embedded derivatives was determined using Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 237.35%, (3) weighted average risk-free interest rate of 0.74%, (4) expected life of 0.12 years, and (5) estimated fair value of the Company’s common stock of $0.0044 per share.

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Capital Stock

3 Months Ended

Sep. 30, 2017

Successor

Capital Stock

NOTE 8–CAPITAL STOCK

During the six months ended September 30, 2017, we issued 49,200,000 shares of common stock for $492,000. We issued 125,000 shares of common stock with a value of $7,500 for a 1-year consulting agreement and we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement; therefore, $47,591 was recorded as expense in the six months ended September 30, 2017, $7,295 was recorded as a prepaid asset, and $2,208,614 was recorded as an other asset. We also issued 239,575,884 shares of our common stock in settlement of debt, wherein accrued liabilities, principal, accrued interest, and derivative liabilities were extinguished in the amounts of $435,892, $2,348,606, $20,696, and $38,557, respectively, and we recognized a loss on the settlement of debt in the amount of $3,186,394 in the statement of operations for the six months ended September 30, 2017. In conjunction with the shares issued for the settlement of debt, a gain of $413,012 related to the period prior to the reverse acquisition with Wealth Generators was excluded from the statement of operations. In conjunction with the reverse acquisition, we issued 1,358,670,942 shares of common stock (see Note 5).

As of September 30 and March 31, 2017, we had 1,853,461,281 and 125,889,455 shares of common stock issued and 1,853,459,981 and 125,888,155 shares of common stock outstanding, respectively.

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Stock Options and Warrants

3 Months Ended

Sep. 30, 2017

Successor

Stock Options and Warrants

NOTE 9–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 our common stock issued to employees under two employee stock option plans.

The nonqualified plan adopted in 2007 authorizes 65,000 shares, of which 47,500 have been granted as of September 30, 2017. The qualified plan adopted in October of 2008 authorizes 125,000 shares and was approved by a majority of our shareholders on September 16, 2009. To date, 42,500 shares have been granted under the 2008 plan as of September 30, 2017.

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:

							Weighted
					Weighted		Average
					Average		Remaining		Aggregate
	Number of				Exercise		Contractual		Intrinsic
	Shares				Price		Life (years)		Value
Options outstanding at March 31, 2016		37,500			$	10.20	3.33	$	-
Granted		-			$	-
Exercised		-			$	-
Canceled / expired		(2,500		)	$	12.00
Options outstanding at March 31, 2017		35,000			$	10.00	2.51	$	-
Granted		-			$	-
Exercised		-			$	-
Canceled / expired		-			$	-
Options outstanding at September 30, 2017		35,000			$	10.00	2.01	$	-
Options exercisable at September 30, 2017			35,000		$	10.00	2.01	$	-

Stock-based compensation expense in connection with options granted to employees for the three and six months ended September 30, 2017 and 2016 was $0.

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:

							Weighted
					Weighted		Average
					Average		Remaining		Aggregate
	Number of				Exercise		Contractual		Intrinsic
	Shares				Price		Life (years)		Value
Options outstanding at March 31, 2016		2,500			$	84.00	0.08	$	-
Granted		-			$	-
Exercised		-			$	-
Canceled / expired		(2,500		)	$	-
Options outstanding at March 31, 2017		-			$	-	-	$	-
Granted		-			$	-
Exercised		-			$	-
Canceled / expired		-			$	-
Options outstanding at September 30, 2017		-			$	-	-	$	-
Options exercisable at September 30, 2017			-		$	-	-	$	-

Warrants

The following table summarizes the warrants outstanding and the related prices for the shares of the Company’s common stock as of September 30, 2017:

		Warrants Outstanding						Warrants Exercisable
				Weighted
				Average		Weighted				Weighted
				Remaining		Average				Average
Exercise		Number		Contractual		Exercise		Number		Exercise
Price		Outstanding		Life (Years)		Price		Exercisable		Price
$	0.50		350,000		0.41	$	0.50		350,000	$	0.50
$	1.50		6,127,497		1.74	$	1.50		6,127,497	$	1.50
$	2.50		12,000		0.80	$	2.50		12,000	$	2.50
$	6.00		45,313		0.33	$	6.00		45,313	$	6.00
	Total		6,534,810		1.63	$	1.48		6,534,810	$	1.48

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

			Average
	Number of		Price
	Shares		Per Share
Warrants outstanding at March 31, 2016		6,504,810	$	1.48
Granted / restated		30,000	$	0.50
Canceled		-	$	-
Expired		-	$	-
Warrants outstanding at March 31, 2017		6,534,810	$	1.48
Granted		-	$	-
Canceled		-	$	-
Expired		-	$	-
Warrants outstanding at September 30, 2017		6,534,810	$	1.48

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Discontinued Operations

12 Months Ended

Mar. 31, 2017

Predecessor

Discontinued Operations

9. DISCONTINUED OPERATIONS

Sale of Instilend Technologies, Inc.

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") was 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.

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.

The assets and liabilities of the discontinued operations as of March 31, 2017 and 2016 were as follows:

	2017		2016
Total current assets of discontinued operations	$	-	$	-
Accounts payable	$	120,266	$	120,266
Total current liabilities of discontinued operations	$	120,266	$	120,266

Accounts payable are primarily comprised of vendors payable. 

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Commitments and Contingencies

3 Months Ended

Sep. 30, 2017

Successor

Commitments and Contingencies

NOTE 10–COMMITMENTS AND CONTINGENCIES

Litigation

In the ordinary course of business, we may be or have been involved in legal proceedings from time to time. As of the date these financial statements were available to be issued, there are no material legal proceedings or filings against us.

Other Agreements

In conjunction with a lending arrangement for $100,000, entered into on May 11, 2015, we agreed to issue minimum monthly payments of $4,000 after the loan was paid in full and for the entire duration of the Company. We are expensing the $4,000 monthly payments as they are disbursed, subsequent to the payback of the initial funds borrowed, and we are currently committed to these monthly payments in perpetuity. During the six months ended September 30, 2017, we made six payments under this arrangement for $24,000.

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Income Taxes

12 Months Ended

Mar. 31, 2017

Predecessor

Income Taxes

11. INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of March 31, 2017 and 2016:

	2017			2016
Deferred tax assets:
NOL carryover	$	18,372,400		$	18,771,905
Related party accrued payroll		2,200			203,373
Deferred tax liabilities:		-			-
Valuation allowance		(18,374,600	)		(18,975,278	)
Total long-term deferred income tax assets	$	-		$	-

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended March 31, 2017 and 2016 due to the following:

	2017			2016
Book income (loss)	$	754,100		$	(715,500	)
Non-cash interest expense		387,400			175,100
Stock for services		239,800			31,600
Gain on settlement – derivative and equity derived		(1,006,900	)		-
Stock for payables		278,000			3,400
Gain on derivative liability		(36,200	)		(84,000	)
Related party accruals		(220,600	)		68,100
Amortization of prepaid expenses with stock		-			41,200
Fines and penalties		3,900			-
NOL utilization		(399,500	)		-
Valuation allowance		-			480,100
Total long-term deferred income tax assets	$	-		$	-

At March 31, 2017, the Company had net operating loss carryforwards of approximately $42,726,000 that may be offset against future taxable income for the year 2018 through 2037.  No tax benefit from continuing or discontinued operations have been reported in the March 31, 2017 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to change in ownership provisions of the Tax Reform Act of 1986, net operation loss carryforwards for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

The Company complies with the provisions of FASB ASC 740 in accounting for its uncertain tax positions.  ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accruals for interest and tax penalties at March 31, 2016 and 2015.

The Company does not expect the amount of unrecognized tax benefits to materially change within the next twelve months.

The Company is required to file income tax returns in the U.S. Federal jurisdiction, in New York State, New Jersey, and in Utah. The Company is no longer subject to income tax examinations by tax authorities for tax years ending before March 31, 2013.

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Fair Value Measurements

12 Months Ended

Mar. 31, 2017

Predecessor

Fair Value Measurements

12. FAIR VALUE MEASUREMENTS

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: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and are unobservable.

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 consolidated financial statements.

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.

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2017:

	Level 1		Level 2		Level 3		Total
Long-term investments	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-
Derivative liabilities	$	-	$	-	$	37,157	$	37,157
Total	$	-	$	-	$	37,157	$	37,157

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2016:

	Level 1		Level 2		Level 3		Total
Long-term investments	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-
Derivative liabilities	$	-	$	-	$	258,808	$	258,808
Total	$	-	$	-	$	258,808	$	258,808

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Subsequent Events

3 Months Ended

Sep. 30, 2017

Successor

Subsequent Events

NOTE 11–SUBSEQUENT EVENTS

Subsequent to September 30, 2017, we entered into 11 Subscription Agreements with 11 separate accredited investors, pursuant to which we received $1,722,275 for 172,227,500 shares of common stock. As of the date of this filing, 105,000,000 of those shares had not yet been issued.

On November 14, 2017, two entities owned by members of our board of directors and founders, together owning more than 50% of the outstanding shares, entered into a majority consent to increase our authorized shares of common stock from 2,000,000,000 to 10,000,000,000. This cannot become effective until 20 days after we provide the required written notice to our shareholders.

On October 10, 2017, we entered into compensation agreements with Ryan Smith, our Chief Executive Officer; Annette Raynor, our Chief Operations Officer and Corporate Secretary; and Chad Miller, our Chief Visionary Officer. Each of the agreements provides for an annual salary of $225,000 and includes termination payments of three times the executive’s annual salary if the executive is terminated without cause and one year of salary if the executive is terminated for cause.

On October 11, 2017, we entered into a revenue agreement with our four founders, including Ryan Smith, Annette Raynor, and Chad Miller. Under the terms of that agreement, each of the founders is entitled to receive a payment of three quarters of one percent (0.75%) of our gross revenues, calculated and paid on a monthly basis, as consideration for founding the Company. The right to receive these payments is permanent and irrevocable and is not connected with any employment agreements.

On October 10, 2017, we entered into a compensation agreement with Mario Romano, our Director of Finance and Investor Relations. The agreement provides for an annual salary of $225,000 and includes termination payments of three times Mr. Romano’s annual salary if he is terminated without cause and one year of salary if he is terminated for cause.

On October 20, 2017, we entered into a Contribution and Exchange Agreement with HODO-mania, a Texas corporation. Under the terms of the agreement, we acquired the exclusive use of the RYZE.ai algorithm currently marketed by Wealth Generators as the Multiplier, the option to add certain travel services to its product lineup, and HODO-mania’s member database. Upon the successful transfer of the assets, we will issue $50,000 of our common stock to HODO-mania, calculated using the closing sales price on that date. The agreement also includes earn-out provisions that could result in the issuance of up to 200,000,000 shares of our common stock if certain milestones are met.

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

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Organization and Nature of Business

3 Months Ended

Sep. 30, 2017

Successor

Organization and Nature of Business

NOTE 1–ORGANIZATION AND NATURE OF BUSINESS

Organization

InvestView, Inc. was incorporated on August 10, 2005, under the laws of the state of Nevada as Voxpath Holding, Inc. We were known as TheRetirementSolution.Com, Inc. and Global Investor Services, Inc., before changing our name to InvestView, Inc., on March 27, 2012.

On March 31, 2017, we entered into a Contribution Agreement with the members of Wealth Generators, LLC, 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 our common stock. The closing of the Contribution Agreement was effective April 1, 2017, and Wealth Generators became our wholly owned subsidiary and the former members of Wealth Generators became our stockholders and control the majority of our outstanding common stock (see Note 5).

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

Nature of Business

Through our wholly owned subsidiary, Wealth Generators, we provide research, education, and investment tools designed to assist the self-directed investor in successfully navigating the financial markets. These services include research, trade alerts, and live trading rooms that include instruction in equities, options, FOREX, ETFs, binary options, and crowdfunding sector education. In addition to trading tools and research, we also offer full education and software applications to assist the individual in debt reduction, increased savings, budgeting, and proper tax management. Each product subscription includes a core set of trading tools/research along with the personal finance management suite enabling an individual complete access to the information necessary to cultivate and manage his or her financial situation. Four packages are available through a monthly subscription that can be cancelled at any time at the discretion of the customer. A unique component of the product marketing plan is the distribution method whereby all subscriptions are sold via current participating customers who choose to distribute and sell the services by participating in the bonus plan. The bonus plan participation is purely optional but enables individuals to create an additional income stream to further support their personal financial goals and objectives.

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Recent Accounting Pronouncements

3 Months Ended

Sep. 30, 2017

Successor

Recent Accounting Pronouncements

NOTE 3–RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. Management is in the process of assessing the impact of ASU 2014-09 on our financial statements.

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Reverse Acquisition

3 Months Ended

Sep. 30, 2017

Successor

Reverse Acquisition

NOTE 5–REVERSE ACQUISITION

Effective April 1, 2017, we entered into a Contribution Agreement with 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 our common stock. Following the closing, Wealth Generators became our wholly owned subsidiary and the Wealth Generators members became our stockholders and control the majority of our outstanding common stock.

The transaction was accounted for as a reverse acquisition using the acquisition method of accounting in accordance with the FASB (ASC 805). Wealth Generators is the acquirer solely for financial accounting purposes. The following table summarizes the purchase accounting for the fair value of the assets acquired and liabilities assumed at the date of the reverse acquisition:

Cash	$	3,550
Receivables		150,000
Total assets acquired		153,550
Accounts payable and accrued liabilities		456,599
Due to former management		127,199
Debt		26,314
Total liabilities assumed [1]		610,112
Net liabilities assumed		456,562
Consideration [2]		662,047
Goodwill	$	1,118,609

______________

[1]   In conjunction with the reverse acquisition, we entered into an assignment and assumption agreement wherein we issued 24,914,348 shares of our common stock to Alpha Pro Asset Management Group, LLC (“Alpha Pro”), an entity affiliated with the prior members of management, in exchange for Alpha Pro’s assumption of $482,588 in liabilities. Accordingly, the shares issued for debt were accounted for the moment before the reverse acquisition, and the $482,588 in liabilities have been excluded from the total liabilities assumed shown here.

[2]   The fair value of the consideration effectively transferred was measured based on the fair value of 150,465,339 shares that were outstanding immediately before the transaction. Using the closing market price of $0.0044 per share on March 31, 2017, consideration was valued at $662,047.

The table below represents the pro forma revenue and net loss for the six months ended September 30, 2017 and 2016, assuming the reverse acquisition had occurred on April 1, 2016, pursuant to ASC 805-10-50. This pro forma information does not purport to represent what the actual results of our operations would have been had the reverse acquisition occurred on this date nor does it purport to predict the results of operations for future periods:

	Six Months Ended September 30,
	2017			2016
Revenues [1]	$	6,593,107		$	7,962,445
Net Loss  [1]	$	(5,941,233	)	$	(1,127,830	)
Loss per common share [1]	$	(0.00	)	$	(0.01	)

_______________

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

As a result of the Acquisition Agreement with Market Trend Strategies, we wrote off goodwill of $1,118,609 and recorded a gain on the settlement of debt of $419,139 representing the assumed liabilities.

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Summary of Significant Accounting Policies: Basis of Presentation (Policies)

3 Months Ended

Sep. 30, 2017

Successor

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three and six months ended September 30, 2017, are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2018. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2017, consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2017, as well as our Form 8-K/A filed on June 30, 2017.

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Summary of Significant Accounting Policies: Revenue Recognition (Policies)

3 Months Ended

Sep. 30, 2017

Successor

Revenue Recognition

Revenue Recognition

For revenue from product sales and services, we recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), 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.

The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize revenue for subscription sales over the subscription period and deferred revenue is recorded for the portion of the subscription period subsequent to each reporting date. Additionally, we offer a 10-day trial period to subscription customers, during which a full refund can be requested if a customer does not like the product. Revenues are deferred during the trial period as collectability cannot be reasonably assured until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.

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Summary of Significant Accounting Policies: Cost of Sales and Service (Policies)

12 Months Ended

Mar. 31, 2017

Predecessor

Cost of Sales and Service

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.

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Summary of Significant Accounting Policies: Use of Estimates (Policies)

3 Months Ended

Sep. 30, 2017

Successor

Use of Estimates

Use of Estimates

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

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Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)

3 Months Ended

Sep. 30, 2017

Successor

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in the absence of a principal, most advantageous market for the specific asset or liability.

GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

Level 1:	Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.
Level 2:	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:
	–      Quoted prices for similar assets or liabilities in active markets
	–      Quoted prices for identical or similar assets or liabilities in markets that are not active
	–      Inputs other than quoted prices that are observable for the asset or liability
	–      Inputs that are derived principally from or corroborated by observable market data by correlation or other means
Level 3:	Inputs that are unobservable and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).

Our financial instruments consist of cash, accounts receivable, and accounts payable. We have determined that the book value of our outstanding financial instruments as of September 30, 2017 (unaudited) and March 31, 2017, approximates the fair value due to their short-term nature.

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Summary of Significant Accounting Policies: Derivative Liability (Policies)

12 Months Ended

Mar. 31, 2017

Predecessor

Derivative Liability

Derivative Liability

The Company accounts for derivatives in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At March 31, 2017 and 2016, the Company did not have any derivative instruments that were designated as hedges. See Note 6 for discussion of the Company’s derivative liabilities.

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Summary of Significant Accounting Policies: Stock-based Compensation (Policies)

12 Months Ended

Mar. 31, 2017

Predecessor

Stock-based Compensation

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 consolidated statements of operations.

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Summary of Significant Accounting Policies: Advertising Costs (Policies)

12 Months Ended

Mar. 31, 2017

Predecessor

Advertising Costs

Advertising Costs

The Company expenses advertising costs as incurred. Advertising expense was $598 and $1,654 for the years ended March 31, 2017 and 2016, respectively.

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Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)

12 Months Ended

Mar. 31, 2017

Predecessor

Cash and Cash Equivalents

Cash and Cash Equivalents

For purposes of the statements of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid debt instruments with maturities of three months or less when purchased to be cash equivalents.  As of March 31, 207 and 2016 the Company had no cash equivalents.

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Summary of Significant Accounting Policies: Concentrations of Credit Risk (Policies)

12 Months Ended

Mar. 31, 2017

Predecessor

Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit of $250,000.  As of March 31, 207 and 2016 the Company had no amounts in excess of the FDIC insurance limit.

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Summary of Significant Accounting Policies: Income Taxes (Policies)

12 Months Ended

Mar. 31, 2017

Predecessor

Income Taxes

Income Taxes

The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of derivative liability and stock compensation accounting versus basis differences.

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Summary of Significant Accounting Policies: Net Loss Per Share (Policies)

3 Months Ended

Sep. 30, 2017

Successor

Net Loss Per Share

Net Loss per Share

We follow ASC 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. Convertible debt, stock options, and warrants have been excluded as common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computation.

Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

	September 30, 2017		September 30, 2016
Convertible notes payable		-		26,677,398
Options to purchase common stock		35,000		40,000
Warrants to purchase common stock		6,534,810		6,534,810
Totals		6,569,810		33,252,208

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Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)

12 Months Ended

Mar. 31, 2017

Predecessor

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new Subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC Topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods therein. Early application is not permitted. Management is in the process of assessing the impact of ASU 2014-09 on the Company’s financial statements.

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Summary of Significant Accounting Policies: Principles of Consolidation (Policies)

3 Months Ended

Sep. 30, 2017

Successor

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of InvestView, Inc., and our wholly owned subsidiaries, Wealth Generators, LLC, Investment Tools & Training, LLC, Razor Data Corp., and SAFE Management, LLC. All significant, intercompany transactions and balances have been eliminated in consolidation.

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Summary of Significant Accounting Policies: Long-lived Assets - License Agreement (Policies)

3 Months Ended

Sep. 30, 2017

Successor

Long-lived Assets - License Agreement

Long-Lived Assets – License Agreement

The Company accounts for its long-term license agreement in accordance with ASC subtopic 350-30 General Intangibles Other Than Goodwill and ASC subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets.  ASC subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable.  Further, ASC subtopic 350-30 requires an intangible asset to be amortized over its useful life. 

ASC subtopic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate.  The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition.  If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. 

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Recent Accounting Pronouncements: New Accounting Pronouncements, Policy (Policies)

3 Months Ended

Sep. 30, 2017

Successor

New Accounting Pronouncements, Policy

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 creates a new topic in the ASC Topic 606 and establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, provides new and more detailed guidance on specific topics, and expands and improves disclosures about revenue. In addition, ASU 2014-09 adds a new subtopic to the Codification, ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers, to provide guidance on costs related to obtaining a contract with a customer and costs incurred in fulfilling a contract with a customer that are not in the scope of another ASC topic. The guidance in ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. Management is in the process of assessing the impact of ASU 2014-09 on our financial statements.

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Related Party Transactions: Schedule of Related Party Transactions (Tables)

3 Months Ended

Sep. 30, 2017

Successor

Schedule of Related Party Transactions

	September 30, 2017		March 31, 2017
Short-term advances [1]	$	268,754	$	100,000
Revenue-based Funding Agreement entered into on 11/8/15 [2]		-		180,000
Short-term Promissory Note entered into on 9/13/16, in default [3]		150,000		150,000
Promissory Note entered into on 11/15/16 [4]		895		895
Promissory Note entered into on 3/15/17 [5]		275,000		375,000
	$	694,649	$	805,895

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Debt: Schedule of Debt (Tables)

3 Months Ended

Sep. 30, 2017

Successor

Schedule of Debt

	September 30, 2017		March 31, 2017
Revenue based funding arrangement entered into on 8/31/15 [1]	$	-	$	263,641
Revenue share agreement entered into on 6/28/16 [2]		400,000		525,000
Purchase and sale agreement for future receivables entered into on 9/30/16 [3]		87,288		220,652
Short-term advance received on 1/11/17 [4]		-		1,000,000
Short-term advance received on 3/16/17 [5]		-		50,000
Promissory note entered into on 3/31/17 [6]		-		34,452
Promissory note entered into on 8/15/17 [7]		300,000		-
Promissory note entered into on 8/24/17 [8]		26,250		-
Promissory note entered into on 9/15/17 [9]		251,850		-
	$	1,065,388	$	2,093,745

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Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Tables)

12 Months Ended

Mar. 31, 2017

Predecessor

Schedule of Derivative Liabilities at Fair Value

Derivative liability at March 31, 2015	$	-
Derivative liability recorded on new instruments		674,828
Elimination of derivative liability on conversion		(6,891	)
Reclass derivative liability to equity upon convertible note payoff		(162,190	)
Change in fair value of derivative liability		(246,939	)
Derivative liability at March 31, 2016		258,808
Derivative liability recorded on new instruments		286,340
Elimination of derivative liability on conversion		(128,490	)
Reclass derivative liability to equity upon convertible note payoff		(277,778	)
Gain on settlement		(17,439	)
Change in fair value of derivative liability		(84,284	)
Derivative liability at March 31, 2017	$	37,157

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Stock Options and Warrants: Schedule of Changes in Options Outstanding (Tables)

3 Months Ended

Sep. 30, 2017

Successor

Schedule of Changes in Options Outstanding

							Weighted
					Weighted		Average
					Average		Remaining		Aggregate
	Number of				Exercise		Contractual		Intrinsic
	Shares				Price		Life (years)		Value
Options outstanding at March 31, 2016		37,500			$	10.20	3.33	$	-
Granted		-			$	-
Exercised		-			$	-
Canceled / expired		(2,500		)	$	12.00
Options outstanding at March 31, 2017		35,000			$	10.00	2.51	$	-
Granted		-			$	-
Exercised		-			$	-
Canceled / expired		-			$	-
Options outstanding at September 30, 2017		35,000			$	10.00	2.01	$	-
Options exercisable at September 30, 2017			35,000		$	10.00	2.01	$	-

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Stock Options and Warrants: Changes In Non Employee Stock Options (Tables)

3 Months Ended

Sep. 30, 2017

Successor

Changes In Non Employee Stock Options

							Weighted
					Weighted		Average
					Average		Remaining		Aggregate
	Number of				Exercise		Contractual		Intrinsic
	Shares				Price		Life (years)		Value
Options outstanding at March 31, 2016		2,500			$	84.00	0.08	$	-
Granted		-			$	-
Exercised		-			$	-
Canceled / expired		(2,500		)	$	-
Options outstanding at March 31, 2017		-			$	-	-	$	-
Granted		-			$	-
Exercised		-			$	-
Canceled / expired		-			$	-
Options outstanding at September 30, 2017		-			$	-	-	$	-
Options exercisable at September 30, 2017			-		$	-	-	$	-

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Stock Options and Warrants: Warrants Outstanding (Tables)

3 Months Ended

Sep. 30, 2017

Successor

Warrants Outstanding

		Warrants Outstanding						Warrants Exercisable
				Weighted
				Average		Weighted				Weighted
				Remaining		Average				Average
Exercise		Number		Contractual		Exercise		Number		Exercise
Price		Outstanding		Life (Years)		Price		Exercisable		Price
$	0.50		350,000		0.41	$	0.50		350,000	$	0.50
$	1.50		6,127,497		1.74	$	1.50		6,127,497	$	1.50
$	2.50		12,000		0.80	$	2.50		12,000	$	2.50
$	6.00		45,313		0.33	$	6.00		45,313	$	6.00
	Total		6,534,810		1.63	$	1.48		6,534,810	$	1.48

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Stock Options and Warrants: Warrant Rollforward (Tables)

3 Months Ended

Sep. 30, 2017

Successor

Warrant Rollforward

			Average
	Number of		Price
	Shares		Per Share
Warrants outstanding at March 31, 2016		6,504,810	$	1.48
Granted / restated		30,000	$	0.50
Canceled		-	$	-
Expired		-	$	-
Warrants outstanding at March 31, 2017		6,534,810	$	1.48
Granted		-	$	-
Canceled		-	$	-
Expired		-	$	-
Warrants outstanding at September 30, 2017		6,534,810	$	1.48

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Discontinued Operations: Schedule of discontinued operations (Tables)

12 Months Ended

Mar. 31, 2017

Predecessor

Schedule of discontinued operations

The assets and liabilities of the discontinued operations as of March 31, 2017 and 2016 were as follows:

	2017		2016
Total current assets of discontinued operations	$	-	$	-
Accounts payable	$	120,266	$	120,266
Total current liabilities of discontinued operations	$	120,266	$	120,266

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Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables)

12 Months Ended

Mar. 31, 2017

Predecessor

Schedule of Components of Income Tax Expense (Benefit)

	2017			2016
Deferred tax assets:
NOL carryover	$	18,372,400		$	18,771,905
Related party accrued payroll		2,200			203,373
Deferred tax liabilities:		-			-
Valuation allowance		(18,374,600	)		(18,975,278	)
Total long-term deferred income tax assets	$	-		$	-

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Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables)

12 Months Ended

Mar. 31, 2017

Predecessor

Schedule of Effective Income Tax Rate Reconciliation

	2017			2016
Book income (loss)	$	754,100		$	(715,500	)
Non-cash interest expense		387,400			175,100
Stock for services		239,800			31,600
Gain on settlement – derivative and equity derived		(1,006,900	)		-
Stock for payables		278,000			3,400
Gain on derivative liability		(36,200	)		(84,000	)
Related party accruals		(220,600	)		68,100
Amortization of prepaid expenses with stock		-			41,200
Fines and penalties		3,900			-
NOL utilization		(399,500	)		-
Valuation allowance		-			480,100
Total long-term deferred income tax assets	$	-		$	-

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Fair Value Measurements: Fair Value, Liabilities Measured on Recurring Basis (Tables)

12 Months Ended

Mar. 31, 2017

Predecessor

Fair Value, Liabilities Measured on Recurring Basis

	Level 1		Level 2		Level 3		Total
Long-term investments	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-
Derivative liabilities	$	-	$	-	$	37,157	$	37,157
Total	$	-	$	-	$	37,157	$	37,157

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2016:

	Level 1		Level 2		Level 3		Total
Long-term investments	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-
Derivative liabilities	$	-	$	-	$	258,808	$	258,808
Total	$	-	$	-	$	258,808	$	258,808

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Summary of Significant Accounting Policies: Net Loss Per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables)

3 Months Ended

Sep. 30, 2017

Successor

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

	September 30, 2017		September 30, 2016
Convertible notes payable		-		26,677,398
Options to purchase common stock		35,000		40,000
Warrants to purchase common stock		6,534,810		6,534,810
Totals		6,569,810		33,252,208

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Reverse Acquisition: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Tables)

3 Months Ended

Sep. 30, 2017

Successor

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

Cash	$	3,550
Receivables		150,000
Total assets acquired		153,550
Accounts payable and accrued liabilities		456,599
Due to former management		127,199
Debt		26,314
Total liabilities assumed [1]		610,112
Net liabilities assumed		456,562
Consideration [2]		662,047
Goodwill	$	1,118,609

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Reverse Acquisition: Business Acquisition, Pro Forma Information (Tables)

3 Months Ended

Sep. 30, 2017

Successor

Business Acquisition, Pro Forma Information

	Six Months Ended September 30,
	2017			2016
Revenues [1]	$	6,593,107		$	7,962,445
Net Loss  [1]	$	(5,941,233	)	$	(1,127,830	)
Loss per common share [1]	$	(0.00	)	$	(0.01	)

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Summary of Significant Accounting Policies: Basis of Presentation (Details) - Predecessor - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2015
Entity Incorporation, Date of Incorporation	Aug. 10, 2005
Entity Incorporation, State Country Name	Nevada
Non controlling interest contribution		$ 1,000
Equity Contribution by Company		$ 120,000
Shares Of Common Stock Obligated To Issue Upon Achieving Certain Milestones		500,000
Disposal of 21% interest in wholly owned subsidiary		$ 338,050
Proceeds from sale of majority owned subsidiary		1,147,500
Assumption of Debt		$ 579,452
Return of common stock previously issued to Eximius		1,350,000

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Summary of Significant Accounting Policies: Advertising Costs (Details) - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Predecessor
Advertising Expense	$ 598	$ 1,654

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Summary of Significant Accounting Policies: Concentrations of Credit Risk (Details)	Mar. 31, 2017 USD ($)
Predecessor
Cash, FDIC Insured Amount	$ 250,000

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Going Concern and Liquidity (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Mar. 31, 2017	Mar. 31, 2016
Net income (loss)					$ (1,753,666)	$ 2,104,430
Successor
Accumulated deficit	$ 11,095,620		$ 11,095,620		5,154,387
Net income (loss)	1,092,397	$ (106,608)	5,941,233	$ 1,491,056
Net cash (used in) operating activities			1,589,914	122,910
Cash and cash equivalents	1,920	$ 224	1,920	224	$ 1,616	$ 70,298
Negative Working Capital	$ 3,468,378		3,468,378
Proceeds from Notes Payable			368,253
Proceeds from debt			1,675,000	500,000
Proceeds from the sale of stock			492,000	$ 25,000
Common stock issued in non cash settlement of debt			$ 2,322,606

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Settlement Payable (Details) - Predecessor - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Loss Contingency, Settlement Agreement, Terms	the Company agreed to pay to Evenflow a total of $425,000 (the 'Settlement Amount') in quarterly payments (the 'Quarterly Payments') equal to 10% of the net revenue (revenue less allowances, returns and payments to revenue sharing agreements) of the Company as reported in the Company's periodic reports filed on Form 10-Q or Form 10-K (collectively, the 'Periodic Reports') commencing with the Company's December 31, 2014 Periodic Report. The Quarterly Payments are due and payable by the Company on the tenth day following the filing of each Periodic Report. In addition to the Quarterly Payments, the Company agreed to make an initial payment in the amount of $25,000 upon the filing of the Settlement with the Court, as well as a payment in the amount of $25,000 due on the 12 month anniversary of the initial payment. The aggregate total of all payments including the upfront $25,000, the one year anniversary $25,000, and the quarterly payments is to be $425,000.
Settlement payable	$ 344,392	$ 344,392

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Related Party Transactions: Schedule of Related Party Transactions (Details) - Successor - USD ($)	6 Months Ended	12 Months Ended
	Sep. 30, 2017	Mar. 31, 2017
ShortTermAdvanceMember
Related Party Costs	$ 268,754	$ 100,000
FundingAgreementMember
Related Party Costs		180,000
ShortTermPromissoryNoteMember
Related Party Costs	150,000	150,000
PromissoryNote111516Member
Related Party Costs	895	895
PromissoryNote31517Member
Related Party Costs	$ 275,000	$ 375,000

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Debt: Schedule of Debt (Details) - Predecessor - USD ($)	Mar. 31, 2017	Mar. 31, 2016
Notes Payable	$ 73,011	$ 1,777,650
Debt, long term portion		1,399,190
NotesPayable1Member
Notes Payable		33,333
NotesPayable2Member
Notes Payable	10,000	86,667
NotesPayable3Member
Notes Payable	8,731	30,399
ConvertibleNotes1Member
Notes Payable	45,000
ConvertibleNotes2Member
Notes Payable		10,494
ConvertibleNotes3Member
Notes Payable		13,292
ConvertibleNotes4Member
Notes Payable		30,477
ConvertibleNotes5Member
Notes Payable		1,317,861
AccruedInterestMember
Notes Payable	$ 9,280	$ 255,127

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Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Details) - USD ($)	Mar. 31, 2017	Mar. 31, 2016
Predecessor
Derivative Liability	$ 37,157	$ 258,808

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Stock Options and Warrants (Details) - Successor - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Mar. 31, 2017
Shares Authorized Under 2007 Plan	65,000		65,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	47,500
Shares Authorized Under 2008 Plan	125,000
Shares Granted Under 2008 Plan	42,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value	$ 0	$ 0	$ 0	$ 0

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Stock Options and Warrants: Changes In Non Employee Stock Options (Details) - Successor	12 Months Ended
	Mar. 31, 2017 shares	Mar. 31, 2016 $ / shares shares
Non Employee Stock Options Outstanding		2,500
Non Employee Stock Options Weighted Average Exercise Price at $84 | $ / shares		$ 84.00
Non Employee Stock Options Weighted Average Remaining Contractual Life (Years)		0.08
Non Employee Stock Options Canceled / Expired	(2,500)

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Stock Options and Warrants: Warrants Outstanding (Details) - Successor	Sep. 30, 2017 $ / shares shares	Mar. 31, 2017 shares	Mar. 31, 2016 shares
Outstanding Warrants | shares	6,534,810	6,534,810	6,504,810
Weighted Average Remaining Contractual Life of Warrants	1.63
Weighted Average Exercise Price of Warrants	$ 1.48
Exercisable Warrants | shares	6,534,810
Weighted Average Exercise Price of Exercisable Warrants	$ 1.48
Warrant 1
Exercise Price of Warrants	$ 0.50
Outstanding Warrants | shares	350,000
Weighted Average Remaining Contractual Life of Warrants	0.41
Weighted Average Exercise Price of Warrants	$ 0.50
Exercisable Warrants | shares	350,000
Weighted Average Exercise Price of Exercisable Warrants	$ 0.50
Warrant 2
Exercise Price of Warrants	$ 1.50
Outstanding Warrants | shares	6,127,497
Weighted Average Remaining Contractual Life of Warrants	1.74
Weighted Average Exercise Price of Warrants	$ 1.50
Exercisable Warrants | shares	6,127,497
Weighted Average Exercise Price of Exercisable Warrants	$ 1.50
Warrant 3
Exercise Price of Warrants	$ 2.50
Outstanding Warrants | shares	12,000
Weighted Average Remaining Contractual Life of Warrants	0.80
Weighted Average Exercise Price of Warrants	$ 2.50
Exercisable Warrants | shares	12,000
Weighted Average Exercise Price of Exercisable Warrants	$ 2.50
Warrant4Member
Exercise Price of Warrants	$ 6.00
Outstanding Warrants | shares	45,313
Weighted Average Remaining Contractual Life of Warrants	0.33
Weighted Average Exercise Price of Warrants	$ 6.00
Exercisable Warrants | shares	45,313
Weighted Average Exercise Price of Exercisable Warrants	$ 6.00

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Stock Options and Warrants: Warrant Rollforward (Details) - Successor - $ / shares	12 Months Ended
	Mar. 31, 2017	Sep. 30, 2017	Mar. 31, 2016
Outstanding Warrants	6,534,810	6,534,810	6,504,810
Warrants Outstanding Exercise Price	$ 1.48	$ 1.48	$ 1.48
Warrants Granted / Restated	30,000

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Discontinued Operations: Schedule of discontinued operations (Details) - Predecessor - USD ($)	Mar. 31, 2017	Mar. 31, 2016
Total current assets	$ 153,550	$ 9,490
Total current liabilities	1,129,857	2,833,039
Segment, Discontinued Operations
Accounts Payable	120,266	120,266
Total current liabilities	$ 120,266	$ 120,266

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Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - Predecessor - USD ($)	Mar. 31, 2017	Mar. 31, 2016
Deferred Tax Assets, Operating Loss Carryforwards	$ 18,372,400	$ 18,771,905
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities	2,200	203,373
Deferred Tax Assets, Valuation Allowance	$ (18,374,600)	$ (18,975,278)

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Fair Value Measurements: Fair Value, Liabilities Measured on Recurring Basis (Details) - Predecessor - USD ($)	Mar. 31, 2017	Mar. 31, 2016
Derivative Liability	$ 37,157	$ 258,808
Fair Value, Inputs, Level 3
Derivative Liability	$ 37,157	$ 258,808

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Organization and Nature of Business (Details) - Successor	3 Months Ended
	Sep. 30, 2017
Entity Incorporation, Date of Incorporation	Aug. 10, 2005
Entity Incorporation, State Country Name	Nevada

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Summary of Significant Accounting Policies: Net Loss Per Share: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - Successor - shares	6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6,569,810	33,252,208
Convertible Debt Securities
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		26,677,398
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	35,000	40,000
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6,534,810	6,534,810

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Reverse Acquisition: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - Successor	3 Months Ended
	Sep. 30, 2017 USD ($)
Cash	$ 3,550
Receivables	150,000
total assets acquired	153,550
Accounts payable and accrued liabilities	456,599
Due to former management	127,199
Debt	26,314
Total liabilities assumed	610,112
Net liabilities assumed	456,562
Business Combination, Consideration Transferred	662,047
Goodwill	$ 1,118,609

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Reverse Acquisition: Business Acquisition, Pro Forma Information (Details) - Successor - USD ($)	6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Business Acquisition, Pro Forma Revenue	$ 6,593,107	$ 7,962,445
Business Acquisition, Pro Forma Net Income (Loss)	$ (5,941,233)	$ (1,127,830)
Business Acquisition, Pro Forma Earnings Per Share, Basic	$ (0.00)	$ (0.01)

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Reverse Acquisition (Details) - Successor - USD ($)	3 Months Ended	6 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Loss on spin-off of operations	$ 1,118,609	$ 1,118,609
Gain on settlement of debt	$ 419,139

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Capital Stock (Details) - Successor - USD ($)	6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Mar. 31, 2017
Common stock issued for cash - shares	49,200,000
Proceeds from the sale of stock	$ 492,000	$ 25,000
Common Stock Issued for consulting agreement - Shares	125,000
Common Stock Issued for license agreement - Shares	80,000,000
Represents the monetary amount of StockIssuedForLicenseAgreement, during the indicated time period.	$ 47,591
Represents the monetary amount of CommonStockIssuedForLongTermLicenseAgreement, during the indicated time period.	$ 2,208,614
Common Stock Issued For Settlement of Debt - Shares	239,575,884
Common Stock Issued For Reverse Acquisition - Shares	1,358,670,942
Common stock shares issued	1,853,461,281		125,889,455
Common stock shares outstanding	1,853,459,981		125,888,155

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Stock Options and Warrants: Schedule of Changes in Options Outstanding (Details) - Successor	12 Months Ended
	Mar. 31, 2017 $ / shares shares	Sep. 30, 2017 $ / shares shares	Mar. 31, 2016 $ / shares shares
Employee Stock Options Outstanding | shares	35,000	35,000	37,500
Employee Stock Options Weighted Average Exercise Price | $ / shares	$ 10.00	$ 10.00	$ 10.20
Employee Stock Options Weighted Average Remaining Contractual Life (Years)	2.51	2.01	3.33
Employee Stock Options Canceled / Expired | shares	(2,500)
Employee Stock Options Weighted Average Exercise Price, Canceled / Expired | $ / shares	$ 12.00
Employee Stock Options Exercisable | shares		35,000
Employee Stock Options Weighted Average Exercise Price, Exercisable | $ / shares		$ 10.00
Employee Stock Options Weighted Average Remaining Contractual Life (Years) - Exercisable		2.01