0001493152-20-002830.txt : 20200221 0001493152-20-002830.hdr.sgml : 20200221 20200221161217 ACCESSION NUMBER: 0001493152-20-002830 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 92 FILED AS OF DATE: 20200221 DATE AS OF CHANGE: 20200221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Investview, Inc. CENTRAL INDEX KEY: 0000862651 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870369205 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-236563 FILM NUMBER: 20640148 BUSINESS ADDRESS: STREET 1: 234 INDUSTRIAL WAY WEST STREET 2: STE A202 CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 732-889-4300 MAIL ADDRESS: STREET 1: 234 INDUSTRIAL WAY WEST STREET 2: STE A202 CITY: EATONTOWN STATE: NJ ZIP: 07724 FORMER COMPANY: FORMER CONFORMED NAME: Global Investor Services, Inc. DATE OF NAME CHANGE: 20081001 FORMER COMPANY: FORMER CONFORMED NAME: TheRetirementSolution.com, Inc. DATE OF NAME CHANGE: 20060918 FORMER COMPANY: FORMER CONFORMED NAME: Voxpath Holdings, Inc. DATE OF NAME CHANGE: 20060619 S-1 1 forms-1.htm

 

As filed with the Securities and Exchange Commission on February [__], 2020.

 

Registration No. 333-__________

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-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 Number)

 

234 Industrial Way West, Ste. A202, Eatontown, New Jersey 07224

Telephone 732-889-4300

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

 

Joseph Cammarata, Chief Executive Officer

Investview, Inc.

234 Industrial Way West, Ste. A202, Eatontown, New Jersey 07724

Telephone: 732-889-4300

(Name, address, including zip code and telephone number, including area code, of agent for service)

 

Copy to:

The Lonergan Law Firm, LLC

Lawrence R. Lonergan, Esq.

96 Park Street

Montclair, NJ 07042

Telephone: 973-641-4012

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

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. [  ]

 

If this Form is filed to register additional securities for an Offering pursuant to Rule 462(b) 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. [  ]

 

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. [  ]

 

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. [  ]

 

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

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]
  Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [  ]

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered  Amount to be Registered   Proposed Maximum Offering Price per Share   Proposed Maximum Aggregate Offering Price   Amount of Registration Fee(1) 
Units consisting of shares of Series B Preferred Stock, par value $0.001 per share, and Warrants to purchase shares of Common Stock, par value $0.001 per share   2,000,000   $25.00   $50,000,000      
                     
Shares of Series B Preferred Stock, included as part of the Units   2,000,000                
                     

Common Stock Purchase Warrants to purchase common stock, included as part of the Units (2)

   10,000,000                
                     
Shares of Common Stock, par value $0.001 per share, issuable upon exercise of the Warrants (3)(4)   10,000,000   $0.10   $1,000,000      
                     
Total            $51,000,000   $6,619.80 

 

 

(1)  Calculated pursuant to Rule 457(a) based on an estimate of the proposed maximum aggregate Offering price.
(2)  In accordance with Rule 457(i) promulgated under the Securities Act, because the shares of our common stock underlying the Warrants are registered hereby, no separate registration fee is required with respect to the Warrants registered hereby.
(3) We are issuing five (5) Common Stock Purchase Warrants (the “Warrants”) each exercisable to purchase one (1) share of our common stock, par value $0.001 (“Common Stock”) as part of the units offered hereunder (the “Units”). Each Unit consists of: (i) one (1) share of 13% Series B Preferred Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred”); and (ii) five (5) Warrants. The Warrants are exercisable for a period of five (5) years from the date of issuance to purchase one (1) additional share of Common Stock at a price of $0.10 per share.
(4)  No additional registration fee is payable pursuant to Rule 457(g) promulgated under the Securities Act.

 

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

 

 

 

   
   

 

PRELIMINARY PROSPECTUS

Subject to completion, dated February __, 2020

 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

INVESTVIEW, INC.

2,000,000 Units

Each Unit Consisting of

One Share of 13% Series B Cumulative Redeemable Perpetual Preferred Stock and

Five Warrants Each Exercisable to Purchase One Share of Common Stock

 

Pursuant to this registration statement, of which this prospectus is a part, we are offering (the “Offering”) a total of 2,000,000 units (each a “Unit” and collectively, the “Units”), each Unit consisting of: (i) one share of our newly authorized 13% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred”); and (ii) five (5) warrants (the “Warrants”) each exercisable to purchase one (1) share of common stock, par value $0.001 per share (“Common Stock” or “Warrant Shares”), at an exercise price of $0.10 (the “Exercise Price”) per Warrant Share . Each Warrant offered hereby as part of the Units is immediately exercisable on the date of issuance and will expire on February[_________], 2025 the date that is five (5) years from the date of issuance (the “Warrant Expiration Date”).

 

Dividends on the Series B Preferred, having a stated value of $25 per share (“Stated Value”), which are offered hereby as part of the Units, are cumulative from the first day of the calendar month in which they are issued, and will be payable on the 15th day of each calendar month, when, as and if declared by our Board of Directors (“Board”). Dividends will be payable out of amounts legally available therefor at a rate equal to 13% per annum per $25, the Stated Value per share, or $3.25 per share of Series B Preferred per year. We will reserve the amount equal to the first three years of dividend payments, or $9.75 per share of Series B Preferred, from the proceeds from this Offering (the “Dividend Reserve”) in an escrow account (the “Escrow Account”) maintained by International Financial Enterprise Bank (“IFEB Bank”), with offices in Dallas, TX, also referred to hereinafter as the “Escrow Agent.”

 

Commencing on three years from the dates of issuance, we may redeem, at our option, the shares of Series B Preferred, in whole or in part, at a cash redemption price equal to: (i) of $25 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. The Series B Preferred has no stated maturity, will not be subject to any sinking fund or other mandatory redemption, and will not be convertible into or exchangeable for any of our other securities.

 

Holders of the Series B Preferred will have no voting rights, except as set forth below in section “Voting Rights” under subheading “Description of Offered Securities”.

 

Prior to this Offering, there has been no public market for the Units, the Series B Preferred or the Warrants. We anticipate that upon the SEC declaring the registration statement effective, and FINRA approving the symbols we request for the Units, shares of Series B Preferred, and the Warrants, that these securities will initially be subject to quotation and trading on the OTC Market including, possibly, the OTCQB or OTCQX, of which there can be no assurance, under the symbols “INVUU,” “INVUB” and “INVUW,” respectively. Our Common Stock is currently quoted on the OTCQB market under the symbol “INVU.”

 

We may use broker-dealers, referred to as placement agents to use their best efforts to solicit offers to purchase the Units in this Offering. If any placement agents sell Units, they will be deemed “underwriters” as that term is defined by Section 2(a)(11) of the Securities Exchange Act of 1933 (the “Securities Act”). We will pay any placement agent’s commissions not to exceed 10% of the gross proceeds from any Units they sell. Referenced is made to the Form of Placement Agent Agreement, attached as Exhibit 10.56 to the registration statement, of which this prospectus is a part.

 

This Offering may be closed without further notice to you. Other than as described above, we have not arranged to place any funds from investors in an escrow, trust or similar account.

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus, before purchasing any of the securities offered by this prospectus.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

   Per Unit  Total
Public Offering price  $25.00   $50,000,000 
Placement agent fees (1)  $2.50   $5,000,000 
Proceeds, before expenses, to the Company  $22.50   $45,000,000 

 

(1) See “Plan of Distribution” for a description of commissions payable to the placement agent. We estimate our other expenses to be $100,000.

(2) Assumes no Units will be sold by any placement agents.

 

[______________]

 

The date of this prospectus is ______, 2020

 

   
   

 

TABLE OF CONTENTS

 

  Page
   
Cautionary Note Regarding Forward-Looking Statements 3
Prospectus Summary 4
The Offering 5
Risk Factors 8
Use of Proceeds 20
Dividend Policy 20
Capitalization 21
Financial Information 22
Business 70
Management’s Discussion and Analysis of Financial Condition and Results of Operations 43
Management 75
Executive and Director Compensation 76
Related Person Transactions 77
Principal Stockholders 80
Description of our Securities 81
Description of Offered Securities 82
Certain U.S. Federal Income Tax Considerations 89
Plan of Distribution 94
Legal Matters 94
Experts 94
Where You Can Find Additional Information 94
Disclosure of Commission Position on Indemnification for Securities Act Liabilities 94

 

You should rely only on the information contained in this prospectus. Neither we nor the placement agent have authorized anyone to provide any information or to make any representations other than those contained in this prospectus we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. You should also read this prospectus together with the additional information described under “Additional Information.”

 

Unless the context otherwise requires, we use the terms “we,” “us,” “the Company” and “our” to refer to Investview, Inc. and its consolidated subsidiaries.

 

 2 
 

 

CAUTIONARY Note Regarding Forward-Looking Statements

 

This prospectus contains statements about the future, sometimes referred to as “forward-looking” statements. Forward-looking statements are typically identified by the use of the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and similar words and expressions. Statements that describe our future strategic goals, plans, objectives, and predictions are also forward-looking statements. This prospectus contains forward-looking statements relating to future products or product development; future selling, general and administrative costs and research and development spending; future performance of our network marketing efforts; our expectations regarding ongoing litigation; international growth; and future financial performance, results of operations, capital expenditures, and sufficiency of capital resources to fund our operating requirements.

 

This forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include those relating to:

 

  noncompliance by our independent distributors with applicable legal requirements or our policies and procedures;
  potential adverse effects on our business and stock price due to ineffective internal controls over financial reporting;
  inability to manage financial reporting and internal control systems and processes;
  inability to properly motivate and manage our independent distributors;
  inability to manage existing markets, open new international markets, or expand our operations;
  inability of new products to gain distributor or market acceptance;
  inability to execute our product launch process due to increased pressure on our supply chain, information systems, and management;
  disruptions in our information technology systems;
  inability to protect against cybersecurity risks and to maintain the integrity of data;
  international trade or foreign exchange restrictions, increased tariffs, foreign currency exchange fluctuations;
  deterioration of global economic conditions;
  inability to raise additional capital if needed;
  inability to retain independent distributors or to attract new independent distributors on an ongoing basis;
  government regulations on direct selling activities in our various markets prohibiting or severely restricting our business;
  unfavorable publicity on our business or products;
  a finding that our direct selling program is not in compliance with current or newly adopted laws or regulations in various markets;
  expensive and time-consuming legal proceedings;
  potential for investigatory and enforcement action by the Federal Trade Commission;
  failure to comply with anti-corruption laws;
  inability to build and integrate our management team;
  loss of, or inability to attract, key personnel;
  unexpected tax or other assessments relating to the activity of our independent distributors;
  economic, political, foreign exchange, and other risks associated with international operations; and
  volatility of the market price of our common stock.

 

These forward-looking statements are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our (or our industry’s) actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. The “Risk Factors” section of this prospectus sets forth detailed risks, uncertainties and cautionary statements regarding our business and these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing regulatory environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus.

 

We cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the U.S., we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or other investments or strategic transactions we may engage in.

 

 3 
 

 

 

Prospectus Summary

 

This prospectus summary contains an overview of the information from this prospectus, but may not contain all of the information that is important to you. This prospectus includes specific terms of the offering of our common stock, information about our business, and financial data. We encourage you to read this prospectus, including the “Risk Factors” section beginning on page 8, in its entirety before making an investing decision. You should read this prospectus together with additional information described below under the heading “Where You Can Find Additional Information.” As used in this prospectus, the terms “we,” “us,” and “our” refer to Investview, Inc., a corporation organized under the laws of the state of Nevada, including our subsidiaries, and our predecessors, unless the context indicates a different meaning.

 

Our Business

 

Nature of Business

 

Investview owns a number of companies that each operate independently but are accretive to one another. Investview is establishing a portfolio of wholly owned subsidiaries delivering leading edge technologies, services and research, dedicated primarily to the individual consumer. Following is a description of each of our companies.

 

Kuvera, LLC provides 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, crowdfunding and cryptocurrency 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 to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. Different 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.

 

Kuvera France S.A.S. is our entity in France that will distribute Kuvera products and services throughout the European Union.

 

S.A.F.E. Management, LLC is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated trading strategies to individuals who find they lack the time to trade for themselves.

 

United League, LLC owns a number of proprietary technologies including FIREFAN a social app for sports enthusiasts. Technologies created to support any of the Investview companies are held under the United League structure.

 

United Games, LLC is the distribution network for United League technologies. Since the acquisition of United Games in July of 2018, we are working to combine the distributors of Kuvera and United Games. This is an on-going process that is not yet complete.

 

SAFETek, LLC (formerly WealthGen Global, LLC) is a new addition that we are currently establishing for expansion plans in the high-speed processing and cloud computing environment.

 

Apex Tek, LLC (formerly Razor Data, LLC) is the sales and distribution company for APEX packages and technology. It offers a unique passive income model for those interested in earning through the purchase and leaseback of high-speed specialized data processing equipment. This model has drawn considerable institutional interest.

 

Investment Tools & Training, LLC currently has no operations or activities

 

Our Address

 

Our principal executive offices are located at 234 Industrial Way West, Ste. A202, Eatontown, New Jersey 07224, and our telephone number is 732-889-4300.

 

Before you invest in our Units, you should carefully consider all the information in this Prospectus, including matters set forth under the heading “Risk Factors.”

 

Our Filing Status as a “Smaller Reporting Company”

 

We are a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. As a “smaller reporting company,” the disclosure we will be required to provide in our SEC filings are less than it would be if we were not considered a “smaller reporting company.” Specifically, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being permitted to provide two years of audited financial statements in annual reports rather than three years. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

 

 

 4 
 

 

 

The Offering

 

The following summary contains basic terms about this Unit Offering including the Series B Preferred and the Warrants and is not intended to be complete. It may not contain all of the information that is important to you. You should read the more detailed information contained in this prospectus, including but not limited to, the risk factors beginning on page 8. For a more complete description of the terms of the Units, see “Description of the Securities Offered.” Reference is also made to the “Certificate of Designations, Preferences and Rights of 13% Series B Cumulative Redeemable Perpetual Preferred Stock,” filed as Exhibit 10.55 to this Registration Statement (the Series B Certificate of Designation.”

 

Issuer  

Investview, Inc.

 

Securities Offered   2,000,000 Units, each Unit consisting of: (i) one share of 13% Series B Preferred, having a Stated Value of $25; and (ii) five Warrants each exercisable to purchase one share of our Common Stock (the “Warrant Shares”) at an exercise price of $0.10 (the “Exercise Price”). The shares of Series B Preferred and the Warrants comprising the Units are immediately separable upon issuance and will be issued separately upon the closing of this Offering.
     
Shares of Series B Preferred Offered   2,000,000
     
Warrants Offered  

Warrants to purchase up to 10,000,000 shares of Common Stock (the “Warrant Shares”), which will be exercisable during the period commencing on the date of their issuance and ending five years from such date (the “Warrant Expiration Date”) at an exercise price of $0.10 per Warrant Share (the “Exercise Price”). This Prospectus also relates to the Offering of the shares of Common Stock issuable upon exercise of the Warrants, referred to herein as the Warrant Shares. There is no established public trading market for the Warrants, and we cannot assure you an active trading market will develop or be sustained, if at all. In addition, the exercise price of the Warrants is subject to adjustment in the event during the five year exercise period from the original issuance of the Warrants, if we sell any shares of our Common Stock or securities exchangeable or exercisable or convertible into our Common Stock, subject to certain exceptions, at a price per share less than the exercise price of the Warrants then in effect or without consideration. Reference is made to Exhibit 10.57, Form of Common Stock Purchase Warrant. 

     
Series B Preferred to be Outstanding after this Offering   2,000,000 shares
     
Offering Price   $25 per Unit
     
Dividends  

Holders of the Series B Preferred will be entitled to receive cumulative cash dividends at a rate of 13% per annum on the stated value, $25 per share, of the Series B Preferred (equivalent to $3.25 per annum per share).

 

Dividends will be payable monthly in arrears on the 15th day of each month (each, a “Dividend Payment Date”), provided that if any Dividend Payment Date is not a business day, then the dividend that would otherwise have been payable on that Dividend Payment Date may be paid on the next succeeding business day without adjustment in the amount of the dividend. Dividends will be payable to holders of record as they appear on our stock records for the Series B Preferred at the close of business on the corresponding record date, which shall be the last day of the calendar month, whether or not a business day, immediately preceding the month in which the applicable Dividend Payment Date falls (each, a “Dividend Record Date”). As a result, holders of shares of Series B Preferred will not be entitled to receive dividends on a Dividend Payment Date if such shares were not issued and outstanding on the applicable dividend record date.

 

Any dividend payable on the Series B Preferred, including dividends payable for any partial dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day months; however, the shares of Series B Preferred offered hereby will be credited as having accrued dividends since the first day of the calendar month in which they are issued.

 

 

 5 
 

 

 

Dividend Escrow   We will allocate and pay from the proceeds from this Offering an amount equal to the first three years of dividend payments, or $9.75 per share of Series B Preferred, to IFEB Bank (the “Escrow Agent”). The dividends on the Series B Preferred paid by the Company from the proceeds of the Offering into the Escrow Account and will be held by the Escrow Agent, which monies will be the sole property, and for the sole benefit, of the investors and will not be deemed for any purposes whatsoever the property of the Company. For three years after issuance, without further authorization from our Board, the Escrow Agent will pay dividends to investors on a monthly basis as set forth above. Although, dividends will accrue separately for each investor, the Escrow Agent will not pay dividend payments to any investor unless it pays all investors who are listed as Series B Preferred stockholders on our transfer records as of each Dividend Record Date. See “Description of Offered Securities - Dividends.”
     
No Maturity, Sinking Fund or Mandatory Redemption   The Series B Preferred has no stated maturity and will not be subject to any sinking fund or mandatory redemption. Shares of the Series B Preferred will remain outstanding indefinitely unless we decide to redeem or otherwise repurchase them as provided under Optional Redemption and Special Optional Redemption below. We are not required to set aside funds to redeem the Series B Preferred.
     
Optional Redemption  

The Series B Preferred is not redeemable by us prior to the three-year anniversary of each issuance of Series B Preferred. We may, at our option, redeem the Series B Preferred, in whole or in part, at any time or from time to time, for cash at a redemption price equal to the Stated Value of $25 per share of Series B Preferred, plus any accumulated and unpaid dividends to, but not including, the redemption date. See “Description of the Series B Preferred - Redemption - Optional Redemption” for further details. If we redeem any Series B Preferred, we will only do so by treating all investors equally. In order to do that, we will deposit all redemption proceeds in an escrow account, since we expect the three-year periods to vary. The only exception to escrowing funds will be if the redemption date is more than three years after issuance of all Series B Preferred in which case, we will simply pay all investors at the same time.

 

Special Optional Redemption  

Upon the occurrence of a Change of Control, we may, at our option, redeem the Series B Preferred, in whole or in part, within 120 days after notice of such Change of Control, for cash at a redemption price equal to the Stated Value of $25 per share of Series B Preferred, plus any accumulated and unpaid dividends to, but not including, the redemption date.

 

A “Change of Control” is deemed to occur when any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions shall have acquired our stock entitling that person to exercise more than 50% of the total voting power of all our stock entitled to vote generally in the election of our directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition).

 

 

 6 
 

 

Ranking   The Series B Preferred will rank, with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up, senior to all classes or series of our Common Stock or our issued and outstanding Series A Preferred Stock and to all other equity securities issued by us other than equity securities on a parity with all equity securities issued by us with terms specifically providing that those equity securities rank on a parity with the Series B Preferred with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up; junior to all equity securities issued by us with terms specifically providing that those equity securities rank senior to the Series B Preferred with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up, including any other series of Preferred Stock; and effectively junior to all of our existing and future indebtedness (including indebtedness convertible into our Common Stock or Preferred Stock) and to the indebtedness and other liabilities of (as well as any preferred equity interests held by others in) our existing subsidiaries and any future subsidiaries. See “Description of the Series B Preferred–Ranking” for further information.
     
Limited Voting Rights   Holders of Series B Preferred will have no voting rights except for the limited instance where the Series B Preferred may vote. See the section entitled “Description of the Series B Preferred—Voting Rights,” and the Series B Certificate of Designation, filed as Exhibit 10.55 to this Registration Statement.
     
Use of Proceeds   After escrowing proceeds equal to $9.75 per share of Series B Preferred with the Escrow Agent for the payment of the initial three years of dividends, we plan to use the net proceeds from this Offering to repay our outstanding debt to repay our loans which we estimate is $2,190,000 as of the date of this Prospectus. And the balance for working capital, general corporate purposes and growth initiatives, including potential future acquisitions, although the Company has no present plans, arrangements or agreements for any such acquisitions.
     
Risk Factors   Please read the disclosure under the section entitled “Risk Factors” beginning on page 8 for a discussion of some of the factors you should carefully consider before deciding to invest in our Series B Preferred and Warrants.
     
Trading Market   Our Common Stock is quoted on the OTCQB under the INVU symbol. We expect the Units, the Series B Preferred, and the Warrants will be quoted under the symbols “INVUU,” “INVUB” and “INVUW,” respectively, pending assignment by FINRA of trading symbols, following the date the SEC declares the Registration Statement effective under the Act. We intend to initially apply to the OTCQB Market (“OTCQB”) to make these securities become subject to quotation although we may determine to apply for quotation on the OTCQX although there can be no assurance that we will qualify for quotation of these securities on the OTCQX. See “Description of Offered Securities - Trading Market.”
     
Transfer Agent   Standard Registrar and Transfer Co., Inc. will act as the registrar, transfer agent and dividend and redemption price disbursing agent in respect of the Units, Series B Preferred and Warrants.
     
Certain U.S. Federal Income Tax Considerations  

For a discussion of the federal income tax consequences of purchasing, owning and disposing of the Series B Preferred, please see the section entitled “Certain U.S. Federal Income Tax Considerations.” You should consult your tax advisor with respect to the U.S. federal income tax consequences of owning the Series B Preferred in light of your own particular situation and with respect to any tax consequences arising under the laws of any state, local, foreign or other taxing jurisdiction.

 

Book Entry and Form   The Units, the Series B Preferred and the Warrants will be represented by one or more global certificates in definitive, fully registered form deposited with a custodian for, and registered in the name of, a nominee of The Depository Trust Company (“DTC”).

 

 

 7 
 

 

Risk Factors

 

Investing in our securities involves a high degree of risk. You should carefully consider and evaluate all of the information contained in this prospectus before you decide to purchase the Units. The risks and uncertainties described in this prospectus are not the only ones we may face. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may also adversely affect our business, business prospects, results of operations or financial condition. Any of the risks and uncertainties set forth herein, could materially and adversely affect our business, results of operations and financial condition. This could cause the market price of the Units, the Series B Preferred and the Warrants to decline, perhaps significantly, and you may lose part or all of your investment.

 

Risks Related to our Financial Condition

 

Because this is a best effort Offering, investors who invest initially will be subject to more risk than later investors.

 

We are seeking to raise up to $50,000,000 from the sale of the Units. We intend to escrow approximately 39% of the gross proceeds in order to provide investors a 13% return through dividend payments for three years from the date of issuance to each investor. The remaining proceeds will be first used to pay our indebtedness which is expected to be approximately $2,050,000 as of the date of this prospectus and we intend to use the remaining proceeds for working capital, general corporate purposes and growth initiatives, including potential future acquisitions, although the Company has no present plans, arrangements or agreements for any such acquisitions. See “Description of Offered Securities – Series B Preferred.” Because this is a best effort Offering, the earlier investors invest in this Offering, the greater degree of risk they will incur. For example, if the Company raises an immaterial amount, investors will be subject to more risk than if all or substantially all of the $50,000,000 is raised. This is because there is no minimum amount of proceeds we must raise. If we do not raise a substantial amount of proceeds, we may not have sufficient working capital to be able to carry out our business since we are continuing to lose money. In that event, we will be required to seek other financing which, if available, may be very dilutive and expensive. In that event, your investment will be adversely affected. In order to qualify for the OTCQB, we will need to generate net proceeds of $1.7 million from the sale of 68,000 Units, at which time we will have the initial closing, following which we will continue the Offering of Units until all of the units are sold or we terminate the Offering. There can be no assurance that we will be successful in selling 68,000 Units and our Series B Preferred becoming subject to quotation of the OTCQB.

 

Our Independent Registered Public Accounting Firm has expressed substantial doubt as to our ability to continue as a going concern.

 

The audited financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern. We believe that to continue as a going concern we will need approximately $1,00,000 per year simply to cover the administrative, legal and accounting fees. We plan to fund these expenses primarily through cash flow from operations, if and when we generate positive cash flow, of which there can be no assurance, the sale of restricted shares of our Common Stock, and the issuance of convertible notes, as well as funds raised from this Offering, if it is successful, of which there can be no assurance

 

Based on our financial statements for the years ended March 31, 2019 and 2018, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern.

 

Investing in our securities involves a great deal of risk. Careful consideration should be made of the following factors as well as other information included in this Prospectus before deciding to purchase the Units subject of this Offering or of our Common Stock in the open market or otherwise. Our business, financial condition or results of operations could be affected materially and adversely by any or all the risks set forth under “Risk Factors” and elsewhere in this Prospectus.

 

We may need to raise additional capital to fund continuing operations and an inability to raise the necessary capital or to do so on acceptable terms could threaten the success of our business.

 

To date, our operations have been funded entirely from the proceeds from equity and debt financings or loans from our management. We currently anticipate that our available capital resources will be insufficient to meet our expected working capital and capital expenditure requirements for the near future. We anticipate that we will require an additional $1.5 million during the next twelve months to fulfill our business plan. However, such resources may not be sufficient to fund the long-term growth of our business. If we determine that it is necessary to raise additional funds, we may choose to do so through strategic collaborations, licensing arrangements through our “White Labeling” strategy, public or private equity or debt financing, a bank line of credit, or other arrangements.

 

We cannot be sure that any additional funding will be available on terms favorable to us or at all. Any additional equity financing may be dilutive to our shareholders, new equity securities may have rights, preferences or privileges senior to those of existing holders of our shares of Common stock. Debt or equity financing may subject us to restrictive covenants and significant interest costs. If we obtain funding through a strategic collaboration or licensing arrangement, we may be required to relinquish our rights to our product or marketing territories. If we are unable to obtain the financing necessary to support our operations, we may be required to defer, reduce or eliminate certain planned expenditures or significantly curtail our operations.

 

 8 
 

 

We have a history of net losses; we may never achieve or sustain profitability or positive cash flow from operations.

 

We have incurred net losses in each fiscal year since our inception, including net losses of $5,011,036 for the year ended March 31, 2019 and $14,913,016 for the year ended March 31, 2018, and a net loss of $8,587,449 for the nine months ended December 31, 2019. As of December 31, 2019, we had an accumulated deficit of approximately $33,684,432. We expect to continue to incur substantial expenditures to develop and market our services and could continue to incur losses and negative operating cash flow for the foreseeable future. We may never achieve profitability or positive cash flow in the future, and even if we do, we may not be able to continue being profitable.

 

We have a limited operating history; it is difficult to evaluate our business and future prospects and increases the risks associated with investment in our securities.

 

We have only limited prior business operations. Because of our limited operating history, investors may not have adequate information on which they can base an evaluation of our business and prospects. Investors should be aware of the difficulties, delays, and expenses normally encountered by an enterprise in its early stage, many of which are beyond our control, including unanticipated research and development expenses, employment costs, and administrative expenses. We cannot assure our investors that our proposed business plans as described herein will materialize or prove successful, or that we will be able to finalize development of our products or operate profitably. We may not be successful in addressing these and other challenges we may face in the future, and our business and future prospects may be materially and adversely affected if we do not manage these and other risks successfully. Given our limited operating history, we may be unable to effectively implement our business plan which could materially harm our business or cause us to scale down or cease our operations.

 

Risks Related to our Business

 

We may not be able to manage our growth effectively, which could slow or prevent our ability to achieve profitability.

 

The ability to manage and operate our business as we execute our development and growth strategy will require effective planning. Significant rapid growth could strain our internal resources and delay or prevent our efforts to achieve profitability. We expect that our efforts to grow will place a significant strain on our personnel, management systems, infrastructure, and other resources. Our ability to manage future growth effectively will also require us to successfully attract, train, motivate, retain, and manage new employees and continue to update and improve our operational, financial, and management controls and procedures. If we do not manage our growth effectively, slower growth is likely to occur, thereby slowing or negating our ability to achieve and sustain profitability.

 

We may not be able to fully protect our proprietary rights and we may infringe the proprietary rights of others, which could result in costly litigation.

 

Our future success depends on our ability to protect and preserve the proprietary rights related to our products. We cannot assure that we will be able to prevent third parties from using our intellectual property rights and technology without our authorization. We also rely on trade secrets, common law trademark rights, and trademark registrations, as well as confidentiality and work for hire, development, assignment, and license agreements with employees, consultants, third-party developers, licensees, and customers. Our protective measures for these intangible assets afford only limited protection and may be flawed or inadequate.

 

Policing unauthorized use of our technology is difficult and some foreign laws do not provide the same level of protection as U.S. laws. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets or patents that we may obtain, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and have a material adverse effect on our future operating results.

 

In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. In particular, there has been an increase in the filing of suits alleging infringement of intellectual property rights, which pressures defendants into entering settlement arrangements quickly to dispose of such suits, regardless of their merits. Other companies or individuals may allege that we infringe on their intellectual property rights. Litigation, particularly in the area of intellectual property rights, is costly and the outcome is inherently uncertain. In the event of an adverse result, we could be liable for substantial damages and we may be forced to discontinue our use of the intellectual property in question or obtain a license to use those rights or develop non-infringing alternatives.

 

 9 
 

 

Our business could be negatively affected by any adverse economic developments in the securities markets or the economy in general.

 

We depend on the interest of individuals in obtaining financial information and securities trading strategies to assist them in making their own investment decisions. Significant downturns in the securities markets or in general economic and political conditions may cause individuals to be reluctant to make their own investment decisions and, thus, decrease the demand for our products. Significant upturns in the securities markets or in general economic and political conditions may cause individuals to be less proactive in seeking ways to improve the returns on their trading or investment decisions and, thus, decrease the demand for our products.

 

We may encounter risks relating to security or other system disruptions and failures that could reduce the attractiveness of our sites and that could harm our business.

 

Although we have implemented various security mechanisms, our business is vulnerable to computer viruses, physical or electronic break-ins, and similar disruptions, which could lead to interruptions, delays, or loss of data. For instance, because a portion of our revenue is based on individuals using credit cards to purchase subscriptions over the Internet and a portion from advertisers that seek to encourage people to use the Internet to purchase goods or services, our business could be adversely affected by these break-ins or disruptions.

 

Additionally, our operations depend on our ability to protect systems against damage from fire, earthquakes, power loss, telecommunications failure, and other events beyond our control. Moreover, our website may experience slower response times or other problems for a variety of reasons, including hardware and communication line capacity restraints, software failures, or significant increases in traffic when there have been important business or financial news stories. These strains on our systems could cause customer dissatisfaction and could discourage visitors from becoming paying subscribers. Our websites could experience disruptions or interruptions in service due to the failure or delay in the transmission or receipt of information from us. These types of occurrences could cause users to perceive our website and technology solutions as not functioning properly and cause them to use other methods or services of our competitors. Any disruption resulting from these actions may harm our business and may be very expensive to remedy, may not be fully covered by our insurance, could damage our reputation, and discourage new and existing users from using our products and services. Any disruptions could increase costs and make profitability even more difficult to achieve.

 

We will need to introduce new products and services and enhance existing products and services to remain competitive.

 

Our future success depends in part on our ability to develop and enhance our products and services. In addition, the adoption of new Internet, networking, or telecommunications technologies or other technological changes could require us to incur substantial expenditures to enhance or adapt our services or infrastructure. There are significant technical and financial costs and risks in the development of new or enhanced products and services, including the risk that we might be unable to effectively use new technologies, adapt our services to emerging industry standards, or develop, introduce, and market enhanced or new products and services. An inability to develop new products and services, or enhance existing offerings, could have a material adverse effect on our profitability.

 

We rely on external service providers to perform certain key functions.

 

We rely on a number of external service providers for certain key technology, processing, service, and support functions. External content providers provide us with financial information, market news, charts, option and stock quotes, research reports, and other fundamental data that we offer to clients. These service providers face technological and operational risks of their own. Any significant failures by them, including improper use or disclosure of our confidential client, employee, or company information, could cause us to incur losses and could harm our reputation.

 

We cannot assure that any external service providers will be able to continue to provide these services in an efficient, cost-effective manner or that they will be able to adequately expand their services to meet our needs. An interruption in or the cessation of service by any external service provider as a result of systems failures, capacity constraints, financial constraints or problems, unanticipated trading market closures, or for any other reason, and our inability to make alternative arrangements in a smooth and timely manner, if at all, could have a material adverse effect on our business, results of operations, and financial condition.

 

We could face liability and other costs relating to storage and use of personal information about its users.

 

Users provide us with personal information, including credit card information, which we do not share without the user’s consent. Despite this policy of obtaining consent, however, if third persons were able to penetrate our network security or otherwise misappropriate our users’ personal or credit card information, we could be subject to liability, including claims for unauthorized purchases with credit card information, impersonation or other similar fraud claims, and misuses of personal information, such as for unauthorized marketing purposes. New privacy legislation may further increase this type of liability. Furthermore, we could incur additional expenses if additional regulations regarding the use of personal information were introduced or if federal or state agencies were to investigate our privacy practices.

 

 10 
 

 

Our business could be negatively affected if we are required to defend allegations of unfair competition and unfair false or deceptive acts or practices in or affecting commerce.

 

Advertising and marketing of our products in the United States are also subject to regulation by the Federal Trade Commission (“FTC”) under the Federal Trade Commission Act, or FTC Act. Among other things, the FTC Act prohibits unfair methods of competition and unfair false or deceptive acts or practices in or affecting commerce. The FTC Act also makes it illegal to disseminate or cause to be disseminated any false advertisement. The FTC routinely reviews websites to identify questionable advertising claims and practices. Competitors sometimes inform the FTC when they believe other competitors are violating the FTC Act and consumers also notify the FTC of what they believe may be wrongful advertising. The FTC may initiate a nonpublic investigation that focuses on our advertising claims, which usually involves nonpublic, pre-lawsuit, extensive formal discovery. Such an investigation may be lengthy and expensive to defend and result in a publicly disclosed consent decree or settlement agreement. If no settlement can be reached, the FTC may start an administrative proceeding or a federal court lawsuit against us or our principal officers. The FTC often seeks to recover from the defendants, whether in a consent decree or a proceeding, any or all of the following: (i) consumer redress in the form of monetary relief or disgorgement of profits; (ii) significant reporting requirements for several years; and (iii) injunctive relief. In addition, most, if not all, states have statutes prohibiting deceptive and unfair acts and practices. The requirements under these state statutes are similar to those of the FTC Act.

 

We accept and hold cryptocurrencies, which may subject us to exchange risk and additional tax and regulatory requirements.

 

We have recently begun accepting cryptocurrencies bitcoin and etherium as a form of payment. Cryptocurrencies are not considered legal tender or backed by any government and have experienced significant price volatility, technological glitches, and various law enforcement and regulatory interventions. If we fail to comply with regulations or prohibitions applicable to us, we could face regulatory or other enforcement actions and potential fines and other consequences. We also hold cryptocurrencies directly, subjecting us to exchange rate risk as well as the risk that regulatory or other developments and the recent price volatility may adversely affect the value of the cryptocurrencies we hold. The uncertainties regarding legal and regulatory requirements relating to cryptocurrencies or transactions using cryptocurrencies, as well as potential accounting and tax issues or other requirements relating to cryptocurrencies, could have a material adverse effect on our business.

 

Our business could be negatively affected if we are required to defend allegations that our direct selling activities are fraudulent or deceptive schemes, are against public interest, or are the sale of unregistered securities.

 

Direct selling activities are regulated by the FTC, as well as various federal, state, and local governmental agencies in the United States and foreign countries. These laws and regulations are generally intended to prevent fraudulent or deceptive schemes, often referred to as “pyramid” schemes, which compensate participants primarily for recruiting additional participants without significant emphasis on product sales. Regulators may take the position that some or all of our products are deemed to be securities, the sale of which has not been registered. The laws and regulations governing direct selling are modified from time to time, and like other direct selling companies, we may be subject from time to time to government investigations related to our direct selling activities. This may require us to make changes to our business model and our compensation plan.

 

Our independent distributors could fail to comply with applicable legal requirements or our distributor policies and procedures, which could result in claims against us that could harm our business.

 

Our independent distributors are independent contractors and, accordingly, we are not in a position to directly provide the same oversight, direction, and motivation as we could if they were our employees. As a result, we cannot assure that our independent distributors will comply with applicable laws or regulations or our distributor policies and procedures.

 

Extensive federal, state, local, and international laws regulate our business, products, and direct selling activities. Because we have expanded into foreign countries, our policies and procedures for our independent distributors differ slightly in some countries due to the different legal requirements of each country in which we do business.

 

Our proprietary systems may be compromised by hackers.

 

Our current products and other products and services that we may develop in the future will be based on proprietary software and customer-specific data that we protect by routine measures such as password protection, confidentiality and nondisclosure agreements with employees, and similar measures. Any unauthorized access to our software or data could materially disrupt our business and result in financial loss and damages to our business reputation.

 

 11 
 

 

Our future success is largely dependent on our current management.

 

Our business was built by the vision, dedication, and expertise of our executive officers, who are responsible for our day-to-day operations and creative development. Our success is dependent upon the continued efforts of these people. If it became necessary to replace them, it is unlikely new management could be found that would have the same level of knowledge and dedication to our success. The loss of the services of these professionals, especially in the development of future proprietary software, patents, or applications, would adversely affect our business.

 

Risks Related to this Offering and Ownership of the Units, Series B Preferred and the Warrants.

 

The Series B Preferred ranks junior to all of our indebtedness and other liabilities

 

In the event of our bankruptcy, liquidation, dissolution or winding-up of our affairs, our assets will be available to pay obligations on the Series B Preferred only after all of our indebtedness and other liabilities have been paid. The rights of holders of the Series B Preferred to participate in the distribution of our assets will rank junior to the prior claims of our current and future creditors, existing preferred stock and Common Stock, and any future series or class of preferred stock we may issue that ranks senior to the Series B Preferred. Also, the Series B Preferred effectively ranks junior to all our existing and future indebtedness and to the indebtedness and other liabilities of our existing subsidiaries and any future subsidiaries. Our existing subsidiaries are, and future subsidiaries would be, separate legal entities and have no legal obligation to pay any amounts to us in respect of dividends due on the Series B Preferred. If we are forced to liquidate our assets to pay our creditors, we may not have sufficient assets to pay amounts due on any or all of the Series B Preferred then outstanding. We may in the future incur debt and other obligations that will rank senior to the Series B Preferred. At December 31, 2019, we had total liabilities of $17,465,617. Nevertheless, the three years of dividends on the Series B Preferred, which total $9.75 per share of Series B Preferred, that will be paid by the Company from the proceeds of the Offering into the Escrow Account, will not be the property of the Company but rather will be for the sole benefit of the investors, payable to the investors on a monthly basis. As a result, these dividends will not, in the ordinary course, be accessible to third-party creditors of the Company.

 

Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of the Series B Preferred and may result in dilution to owners of the Series B Preferred. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future Offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future Offerings. The holders of the Series B Preferred will bear the risk of our future Offerings, which may reduce the market price of the Series B Preferred and will dilute the value of their holdings in us.

 

We may not be able to declare and pay dividends on the Series B Preferred if we fail to comply with the conditions imposed by the applicable Nevada law requirements.

 

Section 78.288 “Distributions to stockholders” of the Nevada Revised Statute provide that we may only declare and pay cash dividends on the Series B Preferred if (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) except as otherwise specifically allowed by the articles of incorporation, the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution. There can be no assurance that we will satisfy such requirements in any given year.

 

There is no established market for the Units, the Series B Preferred or the Warrants, a market may never develop.

 

There is no established trading market for the Units, the Series B Preferred or the Warrants and we do not know if a market will develop on the OTCQB or, if it does, how active it will be or whether it will be sustained. Further, if in the future we believe we meet the quantitative requirements for listing our Common Stock on Nasdaq, we intend to apply to have the Common Stock, the Units, the Series B Preferred and the Warrants listed. We cannot assure you that we will meet the quantitative listing requirements or that any application will be approved. The liquidity of the market for the Units, the Series B Preferred, and the Warrants depends on a number of factors, including prevailing interest rates, our financial condition and operating results, the number of holders of these securities, the market for similar securities and the interest of securities dealers in making a market in these securities. The market for the Warrants will be linked to the price and the liquidity of our Common Stock. We cannot predict with certainty the extent of investor interest in the Units, the Series B Preferred, and the Warrants, or how liquid that market will be. Without an active trading market, the liquidity of these securities will be limited.

 

 12 
 

 

We may issue additional shares of Series B Preferred and additional series of preferred stock that rank on parity with or senior to the Series B Preferred as to dividend rights, rights upon liquidation or voting rights.

 

We are allowed to issue additional shares of Series B Preferred and additional series of preferred stock that would rank on parity with or junior to the Series B Preferred as to dividend payments and rights upon our liquidation, dissolution or winding up of our affairs pursuant to our Certificate of Incorporation, including the Certificate of Designations relating to the Series B Preferred without any vote of the holders of the Series B Preferred. Upon the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series B Preferred (voting together as a class with all other series of parity preferred stock we may issue upon which like voting rights have been conferred and are exercisable), we are allowed to issue additional series of preferred stock that would rank senior to the Series B Preferred as to dividend payments and rights upon our liquidation, dissolution or the winding up pursuant to our Certificate of Incorporation and the Certificate of Designations relating to the Series B Preferred. The issuance of additional shares of Series B Preferred and additional series of preferred stock could have the effect of reducing the amounts available to the holders of Series B Preferred upon our liquidation or dissolution or the winding up of our affairs.

 

Also, although holders of Series B Preferred are entitled to limited voting rights, as described in this prospectus under “Description of the Series B Preferred - Voting Rights,” with respect to the circumstances under which the holders of Series B Preferred are entitled to vote, the Series B Preferred votes separately as a class along with all other series of our preferred stock that we may issue upon which like voting rights have been conferred and are exercisable. As a result, the voting rights of the holders of Series B Preferred may be significantly diluted, and the holders of such other series of preferred stock that we may issue may be able to control or significantly influence the outcome of any vote.

Future issuances and sales of senior or parity preferred stock, or the perception that such issuances and sales could occur, may cause prevailing market prices for the Series B Preferred and our Common Stock to decline and may adversely affect our ability to raise additional capital in the financial markets at times and prices favorable to us.

 

Holders of the Units may be unable to use the dividends-received deduction and may not be eligible for the preferential tax rates applicable to “qualified dividend income.”

 

Dividends paid to corporate U.S. holders of the Series B Preferred, which is being offered in this Offering as part of the Units, may be eligible for the dividends-received deduction, and dividends paid to non-corporate U.S. holders of the Series B Preferred may be subject to tax at the preferential tax rates applicable to “qualified dividend income,” if we have current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. We do not currently have accumulated earnings and profits. Additionally, we may not have sufficient current earnings and profits during future fiscal years for the distributions on the Series B Preferred to qualify as dividends for U.S. federal income tax purposes. If the distributions fail to qualify as dividends, U.S. holders would be unable to use the dividends-received deduction and may not be eligible for the preferential tax rates applicable to “qualified dividend income.” If any distributions on the Series B Preferred with respect to any fiscal year are not eligible for the dividends-received deduction or preferential tax rates applicable to “qualified dividend income” because of insufficient current or accumulated earnings and profits, the market value of the Units and the Series B Preferred could decline.

 

If we redeem the Series B Preferred, investors will no longer be entitled to dividends.

 

On or after three years after the first sale of Series B Preferred in or 2023, we may, at our option, redeem the Series B Preferred, in whole or in part, at any time or from time-to-time, based upon the payment of the Stated Value of $25 per share of Series B Preferred plus accrued dividends. Also, upon the occurrence of a Change of Control (as defined below under “Description of the Series B Preferred – Redemption”), we may, at our option, upon not less than 30 and nor more than 60 days’ written notice, redeem the Series B Preferred, in whole or in part, within 120 days after the date of such written notice. We may have an incentive to redeem the Series B Preferred voluntarily if market conditions allow us to issue other preferred stock or debt securities at a rate that is lower than the dividend on the Series B Preferred. If we redeem the Series B Preferred, then from and after the redemption date, dividends will cease to accrue on the shares of Series B Preferred, that have been redeemed, such shares of Series B Preferred shall no longer be deemed outstanding and all rights as a holder of those shares will terminate, except the right to receive the redemption price plus accumulated and unpaid dividends, if any, payable upon redemption.

 

The market price of the Units, the Series B Preferred and the Warrants could be substantially affected by various factors.

 

The market price of the Units, the Series B Preferred and the Warrants could be subject to wide fluctuations in response to numerous factors. The price of the Units and the Series B Preferred that will prevail in the market after this Offering may be higher or lower than the Offering price depending on many factors, some of which are beyond our control and may not be directly related to our operating performance.

 

These factors include, but are not limited to, the following:

 

prevailing interest rates, increases in which may have an adverse effect on the market price of the Series B Preferred;
trading prices of similar securities;
our history of timely dividend payments;
the annual yield from dividends on the Series B Preferred as compared to yields on other financial instruments;
general economic and financial market conditions;
government action or regulation;
the financial condition, performance and prospects of us and our competitors;

 

 13 
 

 

changes in financial estimates or recommendations by securities analysts with respect to us or our competitors  in our industry;
our issuance of additional equity or debt securities; and
actual or anticipated variations in quarterly operating results of us and our competitors.

 

The Warrants are likely to trade in the same manner as our Common Stock.

 

As a result of these and other factors, investors who purchase the Units in this Offering may experience a decrease, which could be substantial and rapid, in the market price of the Units, the Series B Preferred and the Warrants, including decreases unrelated to our operating performance or prospects.

 

If you purchase the Units, you will have no voting rights except for extremely limited voting rights for the Series B Preferred.

 

The voting rights of a holder of Series B Preferred are limited. Our shares of Common Stock are the only classes of our securities that carry full voting rights.

The holders of Series B Preferred have no voting rights except with respect to voting on amendments to our Series B Preferred Certificate of Designation that materially and adversely affect the rights of the holders of Series B Preferred or authorize, increase or create additional classes or series of our capital stock that are senior to the Series B Preferred. Other than the limited circumstances described in the Prospectus and except to the extent required by law, holders of Series B Preferred do not have any voting rights. See “Description of the Series B Preferred—Voting Rights.”

 

The Series B Preferred is not convertible into our common stock, investors will not benefit if the price of our common stock increases.

 

The Series B Preferred is not convertible into our Common Stock and earns dividends at a fixed rate. Accordingly, an increase in market price of our Common Stock will not necessarily result in an increase in the market price of our Series B Preferred. The market value of the Series B Preferred may depend more on dividend and interest rates for other preferred stock, commercial paper and other investment alternatives and our actual and perceived ability to pay dividends on, and in the event of dissolution satisfy the liquidation preference with respect to, the Series B Preferred.

 

Management will have broad discretion in using the proceeds of this Offering.

 

We intend to use the net proceeds of this Offering (after putting the dividends for the initial three years into an escrow account) to pay our indebtedness and thereafter for working capital and general corporate purposes to support our growth. We have not allocated any specific portion of the net proceeds to any particular purpose, and our management will have the discretion to allocate the proceeds as it determines. We will have significant flexibility and broad discretion in applying the net proceeds of this Offering. Our management might not be able to yield a significant return, if any, on any investment of these net proceeds, and you will not have the opportunity to influence our decisions on how to use our net proceeds from this Offering.

 

Risks Relating to Our Common Stock

 

We have a history of operating losses and expect to report future losses that may cause our stock price to decline.

 

We have incurred net losses in each fiscal year since our inception, including net losses of $5,011,036 for the year ended March 31, 2019 and $14,913,016 for the year ended March 31, 2018, and a net loss of $8,587,449 for the nine months ended December 31, 2019. As of December 31, 2019, we had an accumulated deficit of approximately $33,684,432. We cannot be certain whether we will ever be profitable, or if we do, that we will be able to continue to be profitable. Also, any economic weakness or global recession may limit our ability to market our products. Any of these factors could cause our stock price to decline and result in our stockholders losing a portion or all of their investments.

 

We will need to raise additional capital. If we are unable to raise additional capital, our business may fail.

 

Because our revenues are not yet sufficient to cover expenses or fund our growth, we need to secure ongoing funding. If we are unable to obtain adequate additional financing, we may not be able to successfully market and sell our products, our business operations will most likely be discontinued, and we will cease to be a going concern. To secure additional financing, we may need to borrow money or sell more securities. Under these circumstances, we may be unable to secure additional financing on favorable terms or at all. Selling additional stock, either privately or publicly, would dilute the equity interests of our stockholders. If we borrow money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing, we may have to curtail business operations, which would have a material negative effect on operating results and most likely result in a lower stock price.

 

 14 
 

 

Our common stock price has been and may continue to be extremely volatile.

 

Our common stock has closed as low as $0.006 per share and as high as $.036 per share during the fiscal year preceding the date of this prospectus. We believe this volatility may be caused, in part, by variations in our quarterly operating results, delays in development of our technologies, changes in market valuations of similar companies, and the volume of our stock in the market.

 

Additionally, in recent years the stock market in general, and the OTC Markets and technology stocks in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price regardless of our operating performance. The historical trading of our common stock is not necessarily an indicator of how it will trade in the future and our trading price as of the date of this prospectus is not necessarily an indicator of what the trading price of our common stock might be in the future.

 

In the past, class action litigation has often been brought against companies following periods of volatility in the market price of those companies’ common stock. If we become involved in this type of litigation in the future it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on our stock price.

 

Shares of our common stock may never become eligible for trading on Nasdaq or a national securities exchange.

 

We cannot assure that we will ever be listed on the Nasdaq Stock Market or on another national securities exchange. Listing on one of the Nasdaq markets or one of the national securities exchanges is subject to a variety of requirements, including minimum trading price and minimum public “float” requirements. There are also continuing eligibility requirements for companies listed on national securities exchanges. If we are unable to satisfy the initial or continuing eligibility requirements of any such market, then our stock may not be listed or could be delisted. This could result in a lower trading price for our common stock and may limit the ability of our stockholders to sell their shares, which could result in a loss of some or all of their investments.

 

If we fail to file periodic reports with the U.S. Securities and Exchange Commission, our common stock will not be able to be traded on the OTCQB.

 

Although our common stock trades on the OTCQB, a regular trading market for our common stock may not be sustained in the future. OTC Markets limits quotation on the OTCQB to securities of issuers that are current in their reports filed with the Securities and Exchange Commission. If we fail to remain current in the filing of our reports with the Securities and Exchange Commission, our common stock will not be able to be traded on the OTCQB. The OTCQB is an inter-dealer market that provides significantly less liquidity than a national securities exchange or automated quotation system.

 

Because we have no plans to pay dividends on our common stock, stockholders must look solely to appreciation of our common stock to realize a gain on their investments.

 

We do not anticipate paying any dividends on our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the expansion of our business. Our future dividend policy is within the discretion of our board of directors and will depend upon various factors, including our business, financial condition, results of operations, capital requirements, and investment opportunities. Accordingly, stockholders must look solely to appreciation of our common stock to realize a gain on their investment. This appreciation may not occur.

 

Certain provisions of Nevada law and of our corporate charter may inhibit a potential acquisition of our Company, and this could depress our stock price.

 

Nevada corporate law includes provisions that could delay, defer, or prevent a change in control of our company or our management. These provisions could discourage information contests and make it more difficult for our stockholders to elect directors and take other corporate actions. As a result, these provisions could limit the price that investors are willing to pay in the future for shares of our common stock. For example:

 

  (i) without prior stockholder approval, our board of directors has the authority to issue one or more classes of preferred stock with rights senior to those of our common stock and to determine the rights, privileges, and inference of that preferred stock;
  (ii) there is no cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; and
  (iii) stockholders cannot call a special meeting of stockholders.

 

 15 
 

 

Our indemnification of our directors and officers may limit the rights of our stockholders.

 

While our board of directors and officers are generally accountable to our stockholders and us, the liability of our directors and officers to all parties is limited in certain respects under applicable state law and our articles of incorporation and bylaws, as in effect. Further, we have agreed or may agree to indemnify our directors and officers against liabilities not attributable to certain limited circumstances. This limitation of liability and indemnity may limit rights that our stockholders would otherwise have to seek redress against our directors and officers.

 

Additional issuances of stock options and warrants, convertible notes, and stock grants will cause additional substantial dilution to our stockholders.

 

Given our limited cash, liquidity, and revenues, it is likely that in the future, as in the past, we will issue additional warrants, stock grants, and convertible debt to finance our future business operations and acquisitions and strategic relationships. The issuance of additional shares of common stock, the exercise of warrants, and the conversion of debt to stock could cause additional dilution to our stockholders and could have further adverse effects on the market price for our securities or on our ability to obtain future financing. The 2018 increase in our authorized shares from two billion to ten billion increased the magnitude of this risk substantially.

 

The amount of authorized common stock may result in management implementing anti-takeover procedures by issuing new securities.

 

The proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our board of directors or contemplating a tender offer or other transaction for the combination of our company with another entity. Although, we have no current plans to issue additional stock for this purpose, management could use the additional shares that are now available or that may be available after a possible further recapitalization to resist or frustrate a third-party transaction. Generally, no stockholder approval would be necessary for the issuance of all or any portion of the additional shares of common stock unless required by law or any rules or regulations to which we are subject.

 

Depending upon the consideration per share for any subsequent issuance of common stock, such issuance could have a dilutive effect on those stockholders who paid a higher consideration per share for their stock. Also, future issuances of common stock will increase the number of outstanding shares, thereby decreasing the percentage ownership—for voting, distributions, and all other purposes—represented by existing shares of common stock. The availability for issuance of the additional shares of common stock may be viewed as having the effect of discouraging an unsolicited attempt by another person or entity to acquire control of us. Although our board has no present intention of doing so, our authorized but unissued common stock could be issued in one or more transactions that would make a takeover of us more difficult or costly and, therefore, less likely. Holders of our common stock do not have any preemptive rights to acquire any additional securities issued by us.

 

Our stockholders may not recoup all or any portion of their investment upon our dissolution.

 

In the event of a liquidation, dissolution, or winding-up of our company, whether voluntary or involuntary, our net remaining proceeds and/or assets, after paying all of our debts and liabilities, will be distributed to the holders of common stock on a pro-rata basis. We cannot assure that we will have available assets to pay to the holders of common stock any amounts upon such a liquidation, dissolution, or winding-up of our company. In this event, our stockholders could lose some or all of their investment.

 

The sale of any additional shares of our common stock to Triton may cause dilution, and the sale of the shares of common stock acquired by Triton, or the perception that such sales may occur, could cause the price of our common stock to fall.

 

On December 29, 2018, we entered into certain agreements with Triton Funds, which agreements were amended April 11, 2019. Under these agreements we have the ability to require Triton to purchase up to $1.0 million of our common stock between the date that the effective registration statement. Up to 100,000,000 shares of our common stock are being offered for resale under the respective prospectus. The shares will be purchased at 85% of the lowest closing price of the common stock in the five consecutive trading days immediately preceding the delivery of a purchase notice to Triton from us. The purchase of shares by Triton is subject to certain limitations, including that Investor cannot purchase any shares that would result in it owning more than 4.9% of our common stock.

 

After Triton has acquired our shares, it may sell all, some, or none of those shares. Therefore, sales to Triton by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to Triton, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish. In addition, the per-share purchase price for these shares will be equal to 85% of the lowest closing price of the common stock for the five consecutive trading days immediately preceding our delivery of a purchase notice to Investor. Depending on market liquidity at the time, sales of these shares may cause the trading price of our common stock to fall. To date, Triton has purchased 39,215,648 shares of our common stock for $325,000.

 

As of June 27, 2019 the Company has ceased selling additional shares of our common stock to Triton by mutual agreement between the Company and Triton.

 

 16 
 

 

There is a limited market for our Common Stock, and there may never be an active and sustained market for our common stock and we cannot assure you that the common stock will remain liquid or that it will continue to be listed on a securities exchange.

 

Our Common Stock is subject to quotation on the OTCQB under the trading symbol “INVU”. An investor may find it difficult to obtain accurate quotations as to the market value of the Common Stock and trading of our Common Stock may be extremely sporadic. A more active market for the Common Stock may never develop. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the Common Stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

 

Until our Common Stock is listed on the NASDAQ or another stock exchange, we expect that our Common Stock will continue to be eligible to trade on the OTCQB market where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our Common Stock. Furthermore, in order to remain subject to quotation on the OTCQB, the trading price of our Common Stock must maintain certain trading levels, which, in not maintained, could result in our Common Stock being relegated to the OTC Pink. In such event, we will have to again qualify and make applications for quotation on the OTCQB, and there can be no assurance that our Common Stock will be accepted for the OTCQB.

 

Our Common stock is subject to the “Penny Stock” rules of the SEC and the trading market in our stock is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment.

 

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

 

That a broker or dealer approve a person’s account for transactions in penny stocks; and
The broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

 

Obtain financial information and investment experience objectives of the person; and
Make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

 

Sets forth the basis on which the broker or dealer made the suitability determination; and
That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common stock and cause a decline in the market value of our stock.

 

Disclosure also must be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

Financial Industry Regulatory Authority, Inc. (“FINRA”) sales practice requirements may limit a shareholder’s ability to buy and sell our common stock.

 

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 

 17 
 

 

Our common stock may be thinly traded, sale of your holding may take a considerable amount of time.

 

The shares of our Common Stock, from time-to-time, may be thinly-traded on the OTCQB Market, meaning that the number of persons interested in purchasing our Common Stock at or near bid prices at any given time may be relatively small or non-existent. Consequently, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our Common Stock will develop or be sustained, or that current trading levels will be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.

 

Shares eligible for future sale may adversely affect the market.

 

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements. To date, there were 121,345,168 shares reserved underlying outstanding convertible notes, which represent a significant multiple of from 4 to 10 times the number of shares actually subject to conversion under the terms of the outstanding convertible notes. Any substantial sales of our Common Stock pursuant to Rule 144 may have a material adverse effect on the market price of our Common Stock.

 

If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

 

Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our Common Stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stock.

 

Our annual and quarterly results may fluctuate, which may cause substantial fluctuations in our common stock price.

 

Our annual and quarterly operating results may in the future fluctuate significantly depending on factors including the timing of purchase orders, new product releases by us and other companies, gain or loss of significant customers, price discounting of our product, the timing of expenditures, product delivery requirements and economic conditions. Revenues related to our product are required to be recognized upon satisfaction of all applicable revenue recognition criteria. The recognition of revenues from our product is dependent on several factors, including, but not limited to, the terms of any license agreement and the timing of implementation of our products by our customers.

 

Any unfavorable change in these or other factors could have a material adverse effect on our operating results for a particular quarter or year, which may cause downward pressure on our Common stock price. We expect quarterly and annual fluctuations to continue for the foreseeable future.

 

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

 

We have offered and sold our Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Act”) as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the Offering. We have not received a legal opinion to the effect that any of our prior Offerings were exempt from registration under any federal or state law. Instead, we have relied upon the operative facts as the basis for such exemptions, including information provided by investors themselves.

 

If any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A comparable situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

 

 18 
 

 

The availability of a large number of authorized but unissued shares of common stock may, upon their issuance, lead to dilution of existing stockholders.

 

We are authorized to issue 10,000,000,000 shares of Common Stock, $0.001 par value per share. To date, there were 3,013,490,408 shares of Common Stock outstanding. Additional shares may be issued upon the conversion of any outstanding convertible notes or convertible notes issued in the future, or otherwise authorized for issuance by our board of directors, from time-to-time, without further stockholder approval. The issuance of large numbers of shares of Common Stock, possibly at below market prices, is likely to result in substantial dilution to the interests of other stockholders. In addition, issuances of large numbers of shares may adversely affect the market price of our Common stock.

 

Our Articles of Incorporation, as amended, authorize 50,000,000 shares of preferred stock, $0.001 par value. The Board of Directors is authorized to provide for the issuance of unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. Accordingly, the board of directors may issue preferred stock which may convert into large numbers of shares of Common Stock and consequently lead to further dilution of other shareholders.

 

As of the date of this prospectus, we had 2,000,000 authorized but unissued shares of Series B Preferred. The Series B Preferred offered hereby will be fully paid and nonassessable. Our Board may, without the approval of holders of the Series B Preferred or our Common Stock, designate additional series of authorized preferred stock ranking junior to or on parity with the Series B Preferred and authorize the issuance of such shares. Designation of preferred stock ranking senior to the Series B Preferred will require approval of the holders of Series B Preferred, as described below in “Voting Rights.”

 

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future.

 

We have never declared or paid cash dividends on our Common Stock. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends on our Common Stock. Nevertheless, we are required to pay cash dividends of 13% on our Series B Preferred, based upon the Stated Value of $25 per share. Payments of any cash dividends in the future, other than on our shares of Series B Preferred, will depend on our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by our board of directors.

 

The Nevada Revised Statute contains provisions that could discourage, delay or prevent a change in control of our company, prevent attempts to replace or remove current management and reduce the market price of our stock.

 

Provisions in our articles of incorporation and bylaws may discourage, delay or prevent a merger or acquisition that our stockholders may consider favorable. For example, our certificate of incorporation authorizes our board of directors to issue up to ten million shares of “blank check” preferred stock. As a result, without further stockholder approval, the board of directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult for a third party to acquire us.

 

We are also subject to the anti-takeover provisions of the NRS. Depending on the number of residents in the state of Nevada who own our shares, we could be subject to the provisions of Sections 78.378 et seq. of the Nevada Revised Statutes which, unless otherwise provided in the Company’s articles of incorporation or by-laws, restricts the ability of an acquiring person to obtain a controlling interest of 20% or more of our voting shares. Our articles of incorporation and by-laws do not contain any provision which would currently keep the change of control restrictions of Section 78.378 from applying to us.

 

We are subject to the provisions of Sections 78.411 et seq. of the Nevada Revised Statutes. In general, this statute prohibits a publicly held Nevada corporation from engaging in a “combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the combination or the transaction by which the person became an interested stockholder is approved by the corporation’s board of directors before the person becomes an interested stockholder. After the expiration of the three-year period, the corporation may engage in a combination with an interested stockholder under certain circumstances, including if the combination is approved by the board of directors and/or stockholders in a prescribed manner, or if specified requirements are met regarding consideration. The term “combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years did own, 10% or more of the corporation’s voting stock. A Nevada corporation may “opt out” from the application of Section 78.411 et seq. through a provision in its articles of incorporation or by-laws. We have not “opted out” from the application of this section.

 

Our publicly filed reports are subject to review by the SEC, and any significant changes or amendments required as a result of any such review may result in material liability to us and may have a material adverse impact on the trading price of the Company’s common stock.

 

The reports of publicly traded companies are subject to review by the SEC from time to time for the purpose of assisting companies in complying with applicable disclosure requirements, and the SEC is required to undertake a comprehensive review of a company’s reports at least once every three years under the Sarbanes-Oxley Act of 2002. SEC reviews may be initiated at any time. We could be required to modify, amend or reformulate information contained in prior filings as a result of an SEC review. Any modification, amendment or reformulation of information contained in such reports could be significant and result in material liability to us and have a material adverse impact on the trading price of the Company’s Common Stock.

 

 19 
 

 

Use of Proceeds

 

We estimate that the net proceeds to us from the sale of all of the 2 million Units in this Offering will be approximately $45,500,000, based on the public Unit Offering Price of $25 per Unit, after deducting our estimated Offering expenses, including placement agent commissions, of approximately $4,500,000. We will immediately pay the Escrow Agent an amount equal to 39% of the gross proceeds (or $9.75 per Unit), to be held by the Escrow Agent, which amount is equal to the dividends of 13% per annum of $3.25 per share of Series B Preferred, for a period of three years, for the purpose of ensuring a fund will be available to pay investors the dividends of 13% during the first three years from the date of issuance on the shares of Series B Preferred.

 

We plan to use the remaining net proceeds to pay our indebtedness of approximately $2,190,000 as of the date of this Prospectus and any balance will be used for working capital and other general corporate purposes, which may include platform development, general and administrative matters, and capital expenditures. We may also use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions, or businesses that complement our business. As of the date of this prospectus, we do not have any understandings to acquire any businesses. Because this is a best effort Offering with no minimum, we cannot predict how much money we will ultimately raise. Our plan is to have an initial closing of the Offering after the sale of 200,000 Units, resulting in gross proceeds of $5.0 million, in order to qualify for quotation of our Units, Series B Preferred and Warrants on the OTCQB.

 

We anticipate an approximate allocation of the use of net proceeds assuming we raise 25%, 50%, 75% or 100% of the maximum offering amount as follows:

 

   25%   50%   75%   100%   %(1)(2) 
Dividend Reserves (3 Years)  $4,875,000   $9,750,000   $14,625,000   $19,500,000    39%
Repay existing indebtedness, including interest thereon  $

2,190,000

   $

2,190,000

   $

2,190,000

   $

2,190,000

    5%
Fund working capital and general corporate purposes  $

4,085,000

   $

10,460,000

   $

16,385,000

   $

33,210,000

    56%
Offering Expenses  $100,000   $100,000   $100,000   $100,000    0%
Subtotal – net proceeds  $11,150,000   $22,400,000   $33,650,000   $44,900,000    90%
Total – gross proceeds  $12,500,000   $25,000,000   $37,500,000   $50,000,000    100.00%

 

Other than as discussed above, we have not allocated any specific portion of the net proceeds to any particular purpose, and our management will have broad discretion in the allocation of the net proceeds. Furthermore, the amount and timing of our actual expenditures will depend on numerous factors, including the cash used in or generated by our operations, the level of our expected sales and marketing activities and the attractiveness of any additional acquisitions or investments. Pending these uses, we intend to invest the net proceeds that we receive from this Offering in short-term, investment-grade interest-bearing securities, such as money market accounts, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government.

 

If in the future we receive proceeds from the exercise of the Warrants, we expect such proceeds will be contributed to working capital and will be used for general corporate purposes.

 

DIVIDEND POLICY

 

We have never declared or paid any cash dividends on our Common Stock or any other shares of capital stock. Except for the 13% dividends payable to the holders of Series B Preferred from the Escrow Account on a monthly basis, equal to $3.25 per share on an annual basis, we currently intend to retain any future earnings and do not expect to pay any dividends on any other securities, including Common Stock for the foreseeable future. Any future determination to declare cash dividends (other than on the Series B Preferred) will be made at the discretion of our Board, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that our Board may deem relevant. Further Nevada law limits when we can pay dividends on our securities. Further our continuing losses require us to use funds we receive in financings to meet our working capital needs. See “Description of Offered Securities – Dividends.”

 

 20 
 

 

Capitalization

 

Set forth below is our cash and capitalization as of December 31, 2019:

 

● on an actual basis;

 

● on a pro forma as adjusted basis, reflecting the issuance of 2,000,000 shares of Series B Preferred and 10,000,000 Warrants offered by this prospectus, at $25 per share, assuming net proceeds of approximately $45,500,000 million, after deducting our estimated Offering expenses payable by us.

 

You should read the information in the below table together with our consolidated financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each included elsewhere in this prospectus.

 

   As of December 31, 2019 
   Actual   Pro Forma as Adjusted 
         
Cash   263,600    25,763,600 
Restricted cash  $-   $19,500,000 
Total cash  $263,500   $45,263,600 
           
Derivative liability  $383,670     
Total liabilities   17,465,617    17,465,619 
           
Stockholders’ Equity (Deficit):          
Preferred stock, Series B Preferred, par value $0.001 per share; no shares authorized, issued and outstanding, actual; 2,000,000 shares issued and outstanding, pro forma as adjusted;   -    2,000 
Common stock, par value $0.001 per share; 10,000,000,000 shares authorized; actual 3,003,490,408 shares issued and outstanding, as of 12-31-2019   3,003,490    3,003,490 
Additional paid-in capital   24,618,312    69,116,312 
Accumulated deficit   (33,684,432)   (38,684,432)
Total stockholders’ equity (deficit)   (6,059,200)   33,937,370 
Total liabilities and stockholders’ equity (deficit)  $11,406,417    51,402,989 

 

The table above is based on 3,003,490,408 shares of common stock outstanding as of December 31, 2019, and excludes, as of such date:

 

10,043,480 shares of our common stock issuable upon conversion of convertible debt, with a weighted-average exercise price of $0.023 per share;

 

100,000,000 shares of common stock reserved for future issuance under our 2020 Equity Incentive Plan (the “2020 Plan”).

 

 21 
 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1 – FINANCIAL STATEMENTS

 

INVESTVIEW, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   December 31,   March 31, 
   2019   2019 
   (Unaudited)     
ASSETS          
Current assets:          
Cash and cash equivalents  $263,600   $133,644 
Prepaid assets   3,619,317    6,685,970 
Receivables   623,203    724,995 
Short-term advances   145,000    10,000 
Short-term advances - related party   7,500    500 
Other current assets   156,448    142,061 
Total current assets   4,815,068    7,697,170 
           
Fixed assets, net   3,864,341    13,528 
           
Other assets:          
Intangible assets, net   736,051    1,576,685 
Long term license agreement, net   1,869,905    1,983,220 
Operating lease right-of-use asset   112,564    - 
Deposits   8,488    4,500 
Total other assets   2,727,008    3,564,405 
           
Total assets  $11,406,417   $11,275,103 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
Current liabilities:          
Accounts payable and accrued liabilities  $2,543,328   $3,008,836 
Payroll liabilities   23,575    888,177 
Customer advance   607,205    265,000 
Deferred revenue   731,578    1,876,727 
Derivative liability   383,670    1,358,901 
Operating lease liability, current   59,064    - 
Other current liabilities   7,576,800    - 
Related party payables, net of discounts   1,646,893    545,489 
Debt, net of discounts   2,181,578    1,977,030 
Total current liabilities   15,753,691    9,920,160 
           
Operating lease liability, long term   59,333    - 
Other long term liabilities, net   1,652,593    - 
Total long term liabilities   1,711,926    - 
           
Total liabilities   17,465,617    9,920,160 
           
Commitments and contingencies   -    - 
           
Stockholders’ equity (deficit):          
Preferred stock, par value: $0.001; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2019 and March 31, 2019   -    - 
Common stock, par value $0.001; 10,000,000,000 shares authorized; 3,003,490,408 and 2,640,161,318 shares issued and outstanding as of December 31, 2019 and March 31, 2019, respectively   3,003,490    2,640,161 
Additional paid in capital   24,618,312    23,758,917 
Accumulated other comprehensive income (loss)   3,430    1,363 
Accumulated deficit   (33,684,432)   (25,096,983)
Total Investview stockholders’ equity (deficit)   (6,059,200)   1,303,458 
Noncontrolling interest   -    51,485 
Total stockholders equity (deficit)   6,059,200

 

   1,353,943 
           
Total liabilities and stockholders’ equity (deficit)  $11,406,417   $11,275,103 

 

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

 

 22 
 

 

INVESTVIEW, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

(Unaudited)

 

   Three Months Ended December 31,   Nine Months Ended December 31, 
   2019   2018   2019   2018 
                 
Revenue:                    
Subscription revenue, net of refunds, incentives, credits, and chargebacks  $4,578,623   $7,003,802   $19,327,091   $20,835,048 
Equipment sales, net of refunds   -    694,954    -    694,954 
Cryptocurrency mining service revenue, net of refunds and amounts paid to supplier   -    34,278    -    1,812,601 
Mining revenue   380,871    -    380,871    - 
Fee revenue   4,117    -    9,486    - 
Total revenue, net   4,963,611    7,733,034    19,717,448    23,342,603 
                     
Operating costs and expenses:                    
Cost of sales and service   560,145    493,591    1,092,643    924,588 
Commissions   1,605,925    5,087,053    10,822,072    17,316,319 
Selling and marketing   575,199    109,265    1,389,666    634,671 
Salary and related   1,721,970    1,059,660    5,433,416    3,075,862 
Professional fees   474,287    284,586    1,130,070    1,355,182 
General and administrative   1,765,381    940,767    4,487,137    2,921,073 
Total operating costs and expenses   6,702,907    7,974,922    24,355,004    26,227,695 
                     
Net loss from operations   (1,739,296)   (241,888)   (4,637,556)   (2,885,092)
                     
Other income (expense):                    
Gain (loss) on debt extinguishment   443,907    -    1,725,384    19,387 
Gain (loss) on fair value of derivative liability   (94,622)   -    504,635    - 
Gain (loss) on bargain purchase   -    -    -    2,005,282 
Gain (loss) on deconsolidation   -    -    53,739    - 
Realized gain (loss) on cryptocurrency   10    (1,091)   (657)   16,363 
Unrealized gain (loss) on cryptocurrency   (16,885)   (116)   8,445    95,810 
Impairment expense   (627,452)   -    (627,452)   - 
Interest expense   (1,427,433)   (206,007)   (3,918,070)   (210,154)
Interest expense, related parties   (367,190)   -    (1,618,284)   (5,000)
Other income (expense)   3,231    (606)   (68,053)   (2,449)
Total other income (expense)   (2,086,434)   (207,820)   (3,940,313)   1,919,239 
                     
Income (loss) before income taxes   (3,825,730)   (449,708)   (8,577,869)   (965,853)
Income tax expense   (2,198)   (2,655)   (9,580)   (44,844)
                     
Net income (loss)   (3,827,928)   (452,363)   (8,587,449)   (1,010,697)
Less: net income (loss) attributable to the noncontrolling interest   -    27,613    -    (5,399)
                     
Net income (loss) attributable to Investview stockholders  $(3,827,928)  $(479,976)  $(8,587,449)  $(1,005,298)
                     
Income (loss) per common share, basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted average number of common shares outstanding, basic and diluted   2,840,281,449    2,213,661,318    2,748,911,300    2,197,588,591 
                     
Other comprehensive income, net of tax:                    
Foreign currency translation adjustments  $22,627   $3,470   $2,067   $7,211 
Total other comprehensive income   22,627    3,470    2,067    7,211 
Comprehensive income (loss)   (3,805,301)   (448,893)   (8,585,382)   (1,003,486)
Less: comprehensive income attributable to the noncontrolling interest   (22,627)   (3,470)   -    (7,211)
Comprehensive income (loss) attributable to Investview shareholders  $(3,827,928)  $(452,363)  $(8,585,382)  $(1,010,697)

 

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

 

 23 
 

 

INVESTVIEW, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

 

               Accumulated             
           Additional   Other             
   Common stock   Paid in   Comprehensive   Accumulated   Noncontrolling     
   Shares   Amount   Capital   Income   Deficit   Interest   Total 
Balance, March 31, 2018   2,169,661,318   $2,169,661   $16,137,945   $(2,483)  $(20,085,947)  $18,544   $(1,762,280)
Foreign currency translation adjustment   -    -    -    3,618    -    -    3,618 
Net income (loss)   -    -    -    -    (1,375,113)   (16,224)   (1,391,337)
Balance, June 30, 2018   2,169,661,318    2,169,661    16,137,945    1,135    (21,461,060)   2,320    (3,149,999)
Common stock issued for acquisition   50,000,000    50,000    1,050,000    -    -    -    1,100,000 
Common stock issued for services and compensation   1,000,000    1,000    9,000    -    -    -    10,000 
Common stock repurchase   (7,000,000)   (7,000)   (84,000)   -    -    -    (91,000)
Foreign currency translation adjustment   -    -    -    123    -    -    123 
Net income (loss)   -    -    -    -    849,791    (16,788)   833,003 
Balance, September 30, 2018   2,213,661,318    2,213,661    17,112,945    1,258    (20,611,269)   (14,468)   (1,297,873)
Foreign currency translation adjustment   -    -    -    3,470    -    -    3,470 
Net income (loss)   -    -    -    -    (479,976)   27,613    (452,363)
Balance, December 31, 2018   2,213,661,318   $2,213,661   $17,112,945   $4,728   $(21,091,245)  $13,145   $(1,746,766)
                                    
Balance, March 31, 2019   2,640,161,318   $2,640,161   $23,758,917   $1,363   $(25,096,983)  $51,485   $1,354,943 
Common stock issued for cash   39,215,648    39,216    285,784    -    -    -    325,000 
Offering costs   -    -    101,387    -    -    -    101,387 
Deconsolidation of Kuvera LATAM   -    -    -    -    -    (51,485)   (51,485)
Foreign currency translation adjustment   -    -    -    (18,975)   -    -    (18,975)
Net income (loss)   -    -    -    -    (3,005,955)   -    (3,005,955)
Balance, June 30, 2019   2,679,376,966    2,679,377    24,146,088    (17,612)   (28,102,938)   -    (1,295,085)
Common stock issued for cash   13,000,000    13,000    312,000    -    -    -    325,000 
Common stock issued for services and compensation   241,000,000    241,000    1,274,915    -    -    -    1,515,915 
Common stock repurchase   (5,150)   (5)   (97)   -    -    -    (102)
Common stock cancelled   (222,500,000)   (222,500)   (3,157,500)   -    -    -    (3,380,000)
Beneficial conversion feature   -    -    1,000,000    -    -    -    1,000,000 
Foreign currency translation adjustment   -    -    -    (1,585)   -    -    (1,585)
Net income (loss)   -    -    -    -    (1,753,566)   -    (1,753,566)
Balance, September 30, 2019   2,710,871,816    2,710,872    23,575,406    (19,197)   (29,856,504)   -    (3,589,423)
Common stock issued for cash   7,000,000    7,000    168,000    -    -    -    175,000 
Common stock issued for services and compensation   285,618,592    285,618    874,906    -    -    -    1,160,524 
Foreign currency translation adjustment   -    -    -    22,627    -    -    22,627 
Net income (loss)   -    -    -    -    (3,827,928)   -    (3,827,928)
Balance, December 31, 2019     3,003,490,408   $  3,003,490   $  24,618,312   $3,430   $  (33,684,432)  $-   $  (6,059,200)

 

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

 

 24 
 

 

INVESTVIEW INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   Nine Months Ended December 31, 
   2019   2018 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(8,587,449)  $(1,010,697)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:          
Depreciation   320,528    4,126 
Amortization of debt discount   2,916,917    161,154 
Amortization of long-term license agreement   113,315    113,315 
Amortization of intangible assets   213,182    256,509 
Stock issued for services and compensation   2,676,439    8,333 
Loan fees on new borrowings   841,139    - 
Lease cost, net of repayment   5,833    - 
Impairment   627,452    - 
(Gain) loss on bargain purchase   -    (2,005,282)
(Gain) loss on deconsolidation   (53,739)   - 
(Gain) loss on debt extinguishment   (1,725,384)   (19,387)
(Gain) loss on fair value of derivative liability   (504,635)   - 
Realized (gain) loss on cryptocurrency   657    (16,363)
Unrealized (gain) loss on cryptocurrency   (8,445)   (95,810)
Changes in operating assets and liabilities:          
Receivables   101,792    316,455 
Prepaid assets   (313,347)   (4,762)
Short-term advances   (135,000)   - 
Short-term advances from related parties   (7,000)   36,010 
Other current assets   40,170    585,158 
Deposits   (3,988)   (11,603)
Accounts payable and accrued liabilities   (284,836)   (1,375,229)
Payroll liabilities   (864,602)   - 
Customer advance   342,205    265,000 
Deferred revenue   (1,145,149)   181,255 
Other liabilities   9,229,393    - 
Accrued interest   180,026    26,000 
Accrued interest, related parties   714,999    5,000 
Net cash provided by (used in) operating activities   4,690,473    (2,580,818)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Cash received in acquisition   -    3,740 
Cash paid for fixed assets   (4,171,341)   - 
Net cash provided by (used in) investing activities   (4,171,341)   3,740 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from related parties   2,164,500    1,480,777 
Repayments for related party payables   (1,754,500)   (996,169)
Proceeds from debt   2,177,452    1,955,000 
Repayments for debt   (3,801,562)   (1,164,396)
Payments for share repurchase   (102)   (91,000)
Proceeds from the sale of stock   825,000    - 
Net cash provided by (used in) financing activities   (389,212)   1,184,212 
           
Effect of exchange rate translation on cash   36    (4,251)
           
Net increase (decrease) in cash and cash equivalents   129,956    (1,397,117)
Cash and cash equivalents-beginning of period   133,644    1,490,686 
Cash and cash equivalents-end of period  $263,600   $93,569 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION          
Cash paid during the period for:          
Interest  $51,000   $- 
Income taxes  $9,580   $44,844 
Non cash investing and financing activities:          
Common stock issued for acquisition  $-   $1,100,000 
Beneficial conversion feature  $1,000,000   $- 
Stock issued for prepaid services  $-   $1,667 
Cancellation of shares  $3,380,000   $- 
Changes in equity for offering costs accrued  $101,387   $- 
Accounts payable reclassified to related party debt  $75,000   $- 
Derivative liability recorded as a debt discount  $365,000   $- 
Recognition of lease liability and ROU asset at lease commencement  $131,244   $- 

 

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

 

 25 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Organization

 

Investview, Inc. was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In January 2005 the Company changed domicile to Nevada, and changed its name to Voxpath Holding, Inc. In September of 2006 the Company merged The Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holdings, Inc. and then changed its name to TheRetirementSolution.Com, Inc. In October 2008 the Company changed its name to Global Investor Services, Inc., before changing its 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.

 

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

 

On February 28, 2018, we filed a name change for Wealth Generators, LLC to Kuvera, LLC (“Kuvera”) and on May 7, 2018 we established WealthGen Global, LLC as a Utah limited liability company and a wholly owned subsidiary of Investview, Inc.

 

On July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock.

 

On November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European Union.

 

On December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities Trading Advisor, Commodity Pool Operator, and approved for over the counter FOREX advisory services.

 

On January 17, 2019 we renamed our non-operating wholly owned subsidiary WealthGen Global, LLC to SafeTek, LLC, a Utah Limited Liability Company.

 

Effective July 22, 2019 we renamed our non-operating wholly owned subsidiary Razor Data, LLC to APEX Tek, LLC, a Utah Limited Liability Company.

 

Nature of Business

 

Investview owns a number of companies that each operate independently but are accretive to one another. Investview is establishing a portfolio of wholly owned subsidiaries delivering leading edge technologies, services and research, dedicated primarily to the individual consumer. Following is a description of each of our companies.

 

Kuvera, LLC provides 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, crowdfunding and cryptocurrency 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 to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. Different 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.

 

 26 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

Kuvera France S.A.S. is our entity in France that will distribute Kuvera products and services throughout the European Union.

 

S.A.F.E. Management, LLC is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated trading strategies to individuals who find they lack the time to trade for themselves.

 

United League, LLC owns a number of proprietary technologies including FIREFAN a social app for sports enthusiasts. Technologies created to support any of the Investview companies are held under the United League structure.

 

United Games, LLC is the distribution network for United League technologies. Since the acquisition of United Games in July of 2018, we are working to combine the distributors of Kuvera and United Games. This is an on-going process that is not yet complete.

 

SAFETek, LLC (formerly WealthGen Global, LLC) is a new addition that we are currently establishing for expansion plans in the high-speed processing and cloud computing environment.

 

Apex Tek, LLC (formerly Razor Data, LLC) is the sales and distribution company for APEX packages and technology. It offers a unique passive income model for those interested in earning through the purchase and leaseback of high-speed specialized data processing equipment. This model has drawn considerable institutional interest.

 

Investment Tools & Training, LLC currently has no operations or activities.

 

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 nine months ended December 31, 2019, are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2020. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2019 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2019.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment Tools & Training, LLC, Apex Tek, LLC (formerly Razor Data, LLC), S.A.F.E. Management, LLC, SafeTek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. Through March 31, 2019 we had determined that one affiliated entity, Kuvera LATAM S.A.S., which we previously conducted business with, was a variable interest entity and we were the primary beneficiary of the entity’s activities, which are similar to those of Kuvera, LLC. As a result, through March 31, 2019 we had consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements. Further, because the Company did not have any ownership interest in this variable interest entity, the Company had allocated the contributed capital in the variable interest entity as a component of noncontrolling interest. As of April 1, 2019 Kuvera LATAM S.A.S. had no operations and ceased to exist, therefore, as of that date, no consolidation of the entity is necessary and we recorded a gain on deconsolidation of $53,739 to eliminate the intercompany account with Kuvera LATAM S.A.S. All intercompany transactions and balances have been eliminated in consolidation.

 

Financial Statement Reclassification

 

Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.

 

 27 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

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.

 

Foreign Exchange

 

We have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements and have consolidated the accounts of Kuvera LATAM S.A.S. through March 31, 2019. The operations of Kuvera France S.A.S. are conducted in France and its functional currency is the Euro. The operations of Kuvera LATAM S.A.S. were conducted in Colombia and its functional currency is the Colombian Peso.

 

The financial statements of Kuvera France S.A.S. and Kuvera LATAM S.A.S. are prepared using their respective functional currency and have been translated into U.S. dollars (“USD”). Assets and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders’ equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders’ equity (deficit).

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates.

 

   December 31, 2019   March 31, 2019 
Euro to USD   1.12165    1.12200 
Colombian Peso to USD   n/a    0.00031 

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods.

 

   Nine Months Ended December 31, 
   2019   2018 
Euro to USD   1.11443    n/a 
Colombian Peso to USD   n/a    0.00034 

 

Cryptocurrencies

 

We hold cryptocurrency-denominated assets (“cryptocurrencies”) and include them in our consolidated balance sheet as other current assets. We record cryptocurrencies at fair market value and recognize the change in the fair value of our cryptocurrencies as an unrealized gain or loss in the consolidated statement of operations. As of December 31, 2019 and March 31, 2019 the fair value of our cryptocurrencies was $156,448 and $142,061, respectively. During the nine months ended December 31, 2019 we recorded $(657) and $8,445 as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the nine months ended December 31, 2018 we recorded $16,363 and $95,810 as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the three months ended December 31, 2019 we recorded $10 and $(16,885) as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the three months ended December 31, 2018 we recorded $10 and $(16,885) as a total realized and unrealized gain (loss) on cryptocurrency, respectively.

 

Fixed Assets

 

Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

 

 28 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

As of December 31, 2019 fixed assets were made up of the following:

 

   Estimated     
   Useful     
   Life     
   (years)   Value 
Furniture, fixtures, and equipment   10   $11,372 
Computer equipment   3    19,533 
Data processing equipment   3    4,166,470 
         4,197,375 
Accumulated amortization as of December 31, 2019        (333,034)
Net book value, December 31, 2019       $3,864,341 

 

Total depreciation expense for the nine months ended December 31, 2019 and 2018, was $320,528 and $4,126, respectively.

 

Long-Lived Assets – Intangible Assets & License Agreement

 

We account for our intangible assets and 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 and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.

 

In June of 2017 we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement. Annual amortization over the 15-year life is expected to be $150,400 per year. Amortization recognized for the nine months ended December 31, 2019 and 2018 was $113,315 and $113,315, respectively, and the long-term license agreement was recorded at a net value of $1,869,905 and $1,983,220 as of December 31, 2019 and March 31, 2019, respectively.

 

In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination. Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and are being amortized on a straight-line method over their estimated useful lives. During the nine months ended December 31, 2019 we impaired the value of the customer contracts/relationships originally acquired.

 

   Estimated     
   Useful     
   Life     
   (years)   Value 
FireFan mobile application   4   $331,000 
Back office software   10    408,000 
Tradename/trademark - FireFan   5    248,000 
Tradename/trademark - United Games   0.45    4,000 
Customer contracts/relationships   n/a    - 
         991,000 
Accumulated amortization as of December 31, 2019        (254,949)
Net book value, December 31, 2019       $736,051 

 

 29 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

Amortization expense is expected to be as follows:

 

Remainder of 2020  $43,169 
Fiscal year ending March 31, 2021   173,150 
Fiscal year ending March 31, 2022   173,150 
Fiscal year ending March 31, 2023   115,338 
Fiscal year ending March 31, 2024   55,748 
Fiscal year ending March 31, 2025 and beyond   175,496 
   $736,051 

 

Impairment of Long-Lived Assets

 

We have adopted ASC Subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

 

The Company evaluates the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. During the nine months ended December 31, 2019 and 2018 impairment of $627,452 and $0 was recognized, respectively.

 

Fair Value of Financial Instruments

 

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

 

U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

 

  Level 1:   Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.
       
  Level 2:   Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:

 

  - quoted prices for similar assets or liabilities in active markets;
  - quoted prices for identical or similar assets or liabilities in markets that are not active;
  - inputs other than quoted prices that are observable for the asset or liability; and
  - inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

  Level 3:   Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).

 

Our financial instruments consist of cash, accounts receivable, accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of December 31, 2019 and March 31, 2019, approximates the fair value due to their short-term nature.

 

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2019:

 

   Level 1   Level 2   Level 3   Total 
Cryptocurrencies  $156,448   $-   $-   $156,448 
Total Assets  $156,448   $-   $-   $156,448 
                     
Derivative liability  $-   $-   $383,670   $383,670 
Total Liabilities  $-   $-   $383,670   $383,670 

 

 30 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

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, 2019:

 

   Level 1   Level 2   Level 3   Total 
Cryptocurrencies  $142,061   $-   $-   $142,061 
Total Assets  $142,061   $-   $-   $142,061 
                     
Derivative liability  $-   $-   $1,358,901   $1,358,901 
Total Liabilities  $-   $-   $1,358,901   $1,358,901 

 

Sale and Leaseback

 

Through our wholly-owned subsidiary, APEX Tex, LLC, we sell high powered data processing equipment (“APEX”) to our customers and they lease the equipment back to SAFETek, LLC, another of our wholly-owned subsidiaries. We account for these transactions under ASC 842-40 where the leaseback has been deemed a sales-type lease due to the lease term generally covering the entire economic life of the equipment and our likelihood to purchase the asset at the end of the lease term. In accordance with ASC 842-40 we have recorded the data processing equipment as a fixed asset on our balance sheet and we have accounted for the amounts received for the equipment as a financial liability, in other liabilities on our balance sheet. Further, we will recognize interest on the financial liability over the term of the lease to ensure the financial liability equates to the total amounts to be paid over the life of the lease.

 

During the nine months ended December 31, 2019 we had the following activity related to our sale and leaseback transactions:

 

Proceeds from sales of APEX  $9,693,141 
Interest recognized on financial liability   877,352 
Payments made for leased equipment   (1,341,100)
Total financial liability   9,229,393 
Other current liabilities [1]   (7,576,800)
Other long-term liabilities  $1,652,593 

 

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

 

As of December 31, 2019, we have received proceeds of $607,205 in additional deposits for APEX sales, which has been recorded in the customer advance amount shown on our balance sheet.

 

Revenue Recognition

 

Subscription Revenue

 

The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period, therefore we recognize revenue ratably 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 collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.

 

 31 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

Equipment Sales

 

We generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing activities: protein folding, CGI rendering, Game Streaming, Machine & Deep Learning, Mining, Independent Financial Verification, and general high-speed computing. We recognize equipment sales revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver an equipment package to our customers which includes hardware, software, and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a separate third party that provides such services.

 

Cryptocurrency Mining Service Revenue

 

We generate revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party supplier. We recognize cryptocurrency mining service revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-party to provide mining services to our customers and payment is received at the time of purchase, therefore revenue is recognized upon receipt of payment. We recognize revenue in the amount of the fee to which we are entitled to as an agent, or the amount of consideration that we retain after paying the third-party the consideration received in exchange for the services the third-party is to provide.

 

Mining Revenue

 

Through our wholly owned subsidiary, SAFETek, LLC, we lease equipment under a sales-type lease and use the equipment on blockchain networks to validate and add blocks of transactions to blockchain ledgers (commonly referred to as “mining”). As compensation for mining we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us. Our mining activities constitute our ongoing major and central operations of SAFETek, LLC. Because we do not have contracts, nor do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately granted to us as a result of our mining activities.

 

Fee Revenue

 

We generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we receive payment for such advisory fees in the month following recognition.

 

Revenue generated for the nine months ended December 31, 2019 is as follows:

 

  

Subscription

Revenue

   Equipment Sales  

Cryptocurrency

Mining Service

Revenue

   Mining Revenue   Fee Revenue   Total 
Gross billings/receipts  $21,214,747   $-   $-   $380,871   $9,486   $21,605,104 
Refunds, incentives, credits, and chargebacks   (1,887,656)   -    -    -    -    (1,887,656)
Amounts paid to supplier   -    -    -    -    -    - 
Net revenue  $19,327,091   $-   $-   $380,871   $9,486   $19,717,448 

 

Revenue generated for the nine months ended December 31, 2018 is as follows:

 

  

Subscription

Revenue

   Equipment Sales   Cryptocurrency Mining Service Revenue   Mining Revenue   Fee Revenue   Total 
Gross billings/receipts  $21,882,005   $698,954   $5,690,380   $-   $-   $28,271,389 
Refunds, incentives, credits, and chargebacks   (1,047,007)   (4,000)   (6,501)   -    -    (1,057,508)
Amounts paid to supplier   -    -    (3,871,278)   -    -    (3,871,278 
Net revenue  $20,835,048   $694,954   $1,812,601   $-   $-   $23,342,603 

 

 32 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

Revenue generated for the three months ended December 31, 2019 is as follows:

 

  

Subscription

Revenue

   Equipment Sales   Cryptocurrency Mining Service Revenue   Mining Revenue   Fee Revenue   Total 
Gross billings/receipts  $5,096,886   $-   $-   $380,871   $4,117   $5,481,874 
Refunds, incentives, credits, and chargebacks   (518,263)   -    -    -    -    (518,263)
Amounts paid to supplier   -    -    -    -    -    - 
Net revenue  $4,578,623   $-   $-   $380,871   $4,117   $4,963,611 

 

Revenue generated for the three months ended December 31, 2018 is as follows:

 

  

Subscription

Revenue

   Equipment Sales   Cryptocurrency Mining Service Revenue   Mining Revenue   Fee Revenue   Total 
Gross billings/receipts  $7,204,415   $698,954   $40,779   $-   $-   $7,944,148 
Refunds, incentives, credits, and chargebacks   (200,613)   (4,000)   (6,501)   -    -    (211,114)
Amounts paid to supplier   -    -    -    -    -    - 
Net revenue  $7,003,802   $694,954   $34,278   $-   $-   $7,773,034 

 

Net Income (Loss) per Share

 

We follow ASC subtopic 260-10, Earnings per Share (“ASC 260-10”), which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. 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:

  

   December 31, 2019   December 31, 2018 
Options to purchase common stock   -    35,000 
Warrants to purchase common stock   125,000    6,052,497 
Notes convertible into common stock   11,080,447    - 
Totals   11,205,447    6,087,497 

 

Lease Obligation

 

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

 

Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have elected to not apply the recognition requirements of ASC 842 to short-term leases (leases with terms of twelve months or less). Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. We have elected the practical expedient and will not separate non-lease components from lease components and will instead account for each separate lease component and non-lease component associated with the lease components as a single lease component.

 

 33 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

 

There are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would have a material impact on the financial statements of the Company.

 

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 $33,684,432 as of December 31, 2019, along with a net loss of $8,587,449 for the nine months ended December 31, 2019. Additionally, as of December 31, 2019, we had cash of $263,600 and a working capital deficit of $10,938,623. These factors raise substantial doubt about our ability to continue as a going concern.

 

Historically we have relied on increasing revenues and new debt and equity financing to pay for operational expenses and debt as it came due. During the nine months ended December 31, 2019, we raised $2,177,452 in cash proceeds from new debt arrangements, raised $2,164,500 in cash proceeds from related parties, and received $825,000 from the sale of our common stock. Additionally, net cash provided by operations was $4,690,473 for the nine months ended December 31, 2019.

 

Since our acquisition of Wealth Generators in April of 2017 we have implemented a number of initiatives and we are beginning to see the positive impact of these actions. First, our largest subsidiary, Kuvera, has a bonus plan structure for distributors of our services which consistently paid out beyond our maximum threshold. Adjustments to this bonus plan have been made over the last 12 months. This resulted in a gradual reduction in bonus payouts which reduced our losses. Second, we expanded the objectives of Investview through the acquisition and creation of additional subsidiaries to increase our sources of income and creating business activities in new sectors which includes:

 

  Fully licensing SAFE Management LLC as a Registered Investment Advisor and Commodities Trading Advisor. This was done so SAFE Management could offer fully managed trading services to individuals who lacked the time to trade for themselves and provide reasonable advisory fees and minimum investment amounts to service individuals who do not meet the requirements of Qualified Investors.
     
  We acquired the assets of United Games LLC and United League LLC which provided us highly experienced management, programmers, marketing and compliance personnel along with key technology components such as a fully coded back office and trademarked FIREFAN app. We are still in the process of adapting their technology to Kuvera operations and working on various distribution plans for FIREFAN.
     
  We changed the name of our subsidiary WealthGen Global, which was an unused entity, to SAFETek LLC in preparation for our entry into the high-performance computing space to meet the needs of 4IR (Fourth Industrial Revolution) business needs which includes mining, blockchain technologies, gaming, artificial intelligence and 3-Dimensional rendering. This will enable us to provide HPC services to small, medium and startup entities who require specialized high-speed processing but cannot afford the infrastructure. By leasing our processing to these companies, we will aid these entities in bringing their products, inventions, improvements to market.
     
  We have designed a program known as APEX which enables individuals to purchase highly customized data processing equipment which SAFETek will lease from the purchasers for a fixed period of time at a fixed monthly lease payment. This enables individuals to participate in emerging growth without experiencing the volatility and potential loss experienced in the sector.
     
  We have renamed our subsidiary Razor Data LLC to APEX Tek LLC. APEX Tek will be solely responsible for the sales and marketing of the APEX Package.

 

These companies provide Investview a stake in 4IR, HPC, app development, fintech, blockchain and personal money management sectors. Each of these are areas that are targeted for significant growth spurred by innovations through technology.

 

While our liabilities are larger than our assets it is important to note that we seek to keep operating expenses low. The assets we have acquired and will continue to seek out are those of technology, mobile apps, and human resources. These assets are not easily defined on our balance sheet but represent our ability to carry out our objectives which we believe will ultimately generating positive cash flow, reduced debt and then profitability.

 

 34 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

Further, while we have reported reoccurring losses and have an operating capital deficiency, we have been able to establish multiple companies to create various revenue streams as we move forward. Our largest challenge is operational cash flow as lending arrangements continue to be expensive causing us to deploy incoming cash to prior debt. We continue to seek short term capital in arrangements that are partnership-based with elements of debt and equity combined. Additionally, our immediate focus is the continued reduction in losses by controlling expenses, increasing revenue, and generating additional revenue streams.

 

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.

 

NOTE 5 – RELATED-PARTY TRANSACTIONS

 

Our related-party payables consisted of the following:

 

   December 31, 2019   March 31, 2019 
Short-term advances [1]  $668,608   $440,489 
Short-term Promissory Note entered into on 8/17/18 [2]   -    105,000 
Convertible Promissory Note entered into on 7/23/19 [3]   903,285    - 
Accounts payable – related party [4]   75,000    - 
   $1,646,893   $545,489 

 

 

[1]We periodically receive advances for operating funds from our current majority shareholders and other related parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand and are unsecured. During the nine months ended December 31, 2019, we received $1,164,500 in cash proceeds from advances, incurred $714,999 in interest expense on the advances, and repaid related parties $1,649,500. Also during the nine months ended December 31, 2019 we settled $1,880 of amounts that were recorded as due prior to March 31, 2018.
  
[2]A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000 which was recorded as interest expense in the statement of operations during the year ended March 31, 2019. During the nine months ended December 31, 2019 we made repayments of $105,000 on the note.
  
[3]We entered into a $3,600,000 convertible promissory note with a member of the senior management team on July 23, 2019. We received proceeds of $1,000,000 from the note, including $900,000 in cash and $100,000 which offset amounts owing to the lender. In accordance with the terms of the note we are required to repay a monthly minimum payment of $50,000 beginning January of 2020 through June of 2020 and a monthly minimum payment of $100,000 beginning July of 2020 until the total principal amount has been repaid. The lender has the right to convert up to $2,600,000 of the outstanding and unpaid principal amount into shares of our common stock at a conversion price of $0.005 per share, subject to adjustment. During the nine months ended December 31, 2019 we recorded a beneficial conversion feature of $1,000,000 as a debt discount (see Note 8). Additionally, we recorded $2,600,000 as a debt discount, representing the difference between the face value of the note and the proceeds received. During the nine months ended December 31, 2019 we amortized $903,285 of the debt discount into interest expense.
  
[4]During the nine months ended December 31, 2019 we entered into an employment agreement with Jayme McWidener as our Chief Financial Officer. At the date we entered into the employment agreement we owed her firm, Mac Accounting Group, LLP, $75,000, which was reclassified as a related party accounts payable balance on our balance sheet.

 

 35 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

NOTE 6 – DEBT

 

Our debt consisted of the following:

 

   December 31, 2019   March 31, 2019 
Short-term advance received on 8/31/18 [1]  $65,000   $75,000 
Secured merchant agreement for future receivables entered into on 2/14/19 [2]   -    641,687 
Secured merchant agreement for future receivables entered into on 2/14/19 [3]   -    468,790 
Secured merchant agreements for future receivables entered into on 2/14/19 [4]   -    597,060 
Promissory note entered into on 1/16/19 [5]   -    60,000 
Secured merchant agreements for future receivables entered into on 3/28/19 [6]   -    25,650 
Convertible promissory note entered into on 1/11/19 [7]   -    26,600 
Convertible promissory note entered into on 2/6/19 [8]   -    76,686 
Convertible promissory note entered into on 3/14/19 [9]   -    5,557 
Secured merchant agreement for future receivables entered into on 8/16/19 and refinanced on 12/10/19 [10]   1,594,423    - 
Secured merchant agreement for future receivables entered into on 8/16/19 [11]   454,378    - 
Convertible promissory note entered into on 8/30/19 [12]   31,948    - 
Convertible promissory note entered into on 9/11/19 [13]   35,829    - 
   $2,181,578   $1,977,030 

 

 

[1]In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured. During the nine months ended December 31, 2019 we made payments of $10,000

 

[2]During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense.

 

During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense.

 

During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we were required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense.

 

Effective August 16, 2019 this debt was refinanced and the outstanding balance of $316,093 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $451,886 and amortized $126,292 into interest expense.

 

[3]During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense.

 

 36 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense.

 

Effective August 16, 2019 this debt was refinanced and the outstanding balance of $297,033 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $413,580 and amortized $241,823 into interest expense.

 

[4]During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense.

 

During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense.

 

Effective August 16, 2019 this debt was refinanced and the outstanding balance of $382,000 was rolled into a new debt arrangement, see notation [11] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $509,840 and amortized $294,780 into interest expense.

 

[5]In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. During the nine months ended December 31, 2019, we repaid $60,000 of the amount due under the note.

 

[6]During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense. During the nine months ended December 31, 2019, we repaid $40,500 and amortized $14,850 into interest expense.

 

[7]In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of April 11, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448. During the nine months ended December 31, 2019, we amortized $114,848 into interest expense, recorded additional interest expense on the note of $40,977 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,425.

 

[8]In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurred interest at 12% per annum, and had a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the “Returnable Shares”) to the note holder as a commitment fee, provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note had a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172. During the nine months ended December 31, 2019, we amortized $197,486 into interest expense, recorded additional interest expense on the note of $11,136, and paid off the note and accrued interest for $285,308. In accordance with the terms of the agreement the 22,500,000 Returnable Shares were returned and cancelled (see Note 8).

 

 37 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

[9]In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of June 14, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726. During the nine months ended December 31, 2019, we amortized $133,168 into interest expense, recorded additional interest expense on the note of $43,983 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,708.

 

[10]During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On August 15, 2019, we received proceeds from this arrangement of $339,270 after paying off $316,093 from a February 2018 agreement (see notation [2] above) and $297,033 from a second February 2019 agreement (see notation [3] above). In accordance with the terms of the agreement, we were required to repay $1,399,000 by making daily ACH payments of $6,823. Accordingly, we recorded $446,604 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid.

 

Effective December 10, 2019 this debt was refinanced and the outstanding balance of $839,514 was rolled into a new Secured Merchant Agreement for future receivables. During the nine months ended December 31, 2019, prior to the refinance, we repaid $559,486 and amortized $446,605 into interest expense related to the August 2019 arrangement. As a result of the refinancing arrangement we received proceeds of $854,801. In accordance with the terms of the agreement, we were required to repay $2,448,250 by making daily ACH payments of $10,999. Accordingly, we recorded $753,935 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, after the refinance, we repaid $153,986 and amortized $54,094 into interest expense related to the new December 2019 arrangement.

 

[11]During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. In August 2019, we received proceeds from this arrangement of $418,381 after paying off $382,000 from a October 2018 agreement (see notation [4] above). In accordance with the terms of the agreement, we were required to repay $1,189,150 by making daily ACH payments of $5,801. Accordingly, we recorded $388,769 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, we repaid $533,750 and amortized $187,747 into interest expense.

 

[12]In August 2019, we entered into a Convertible Promissory Note and received proceeds of $100,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of November 28, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $103,000 and captured loan fees, recorded as interest expense, of $69,048. During the nine months ended December 31, 2019, we amortized $27,783 into interest expense, and recorded additional interest expense on the note of $4,165.

 

[13]In September 2019, we entered into a Convertible Promissory Note and received proceeds of $125,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of December 10, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $128,000 and captured loan fees, recorded as interest expense, of $53,573. During the nine months ended December 31, 2019, we amortized $31,158 into interest expense, and recorded additional interest expense on the note of $4,671.

 

In addition to the above debt transactions that were outstanding as of September 30, 2019 and March 31, 2019, during the nine months ended December 31, 2019, we also received proceeds of $200,000 from two additional short-term notes ($100,000 each) and received proceeds of $140,000 from a convertible promissory note. During the nine months ended December 31, 2019, we recorded interest expense of $30,000 for fixed interest and extension fees on the short-term notes and made total cash payments of $230,000 to extinguish the interest and principal amounts due on the short-term notes. During the nine months ended December 31, 2019, we accounted for the conversion feature in the convertible note as a derivative instrument, therefore at inception recorded a debt discount of $143,000 and captured loan fees, recorded as interest expense, of $718,518. By the time we repaid the convertible note in December of 2019 we had amortized the full $143,000 into interest expense, recorded additional interest expense on the note of $45,094 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $188,094.

 

 38 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

NOTE 7 – DERIVATIVE LIABILITY

 

During the nine months ended December 31, 2019, we had the following activity in our derivative liability account:

 

Derivative liability at March 31, 2019  $1,358,901 
Derivative liability recorded on new instruments   1,206,139 
Derivative liability reduced by debt settlement   (1,676,735)
Change in fair value   (504,635)
Derivative liability at December 31, 2019  $383,670 

 

We use the binomial option pricing model to estimate fair value for those instruments convertible into common stock, at inception, at conversion date, and at each reporting date. During the nine months ended December 31, 2019, the assumptions used in our binomial option pricing model were in the following range:

 

Risk free interest rate   1.53% - 2.13%
Expected life in years   0.03 - 1.25 
Expected volatility   250% - 381%

 

NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

Preferred Stock

 

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

 

As of December 31, 2019 and March 31, 2019 we had no preferred stock issued or outstanding.

 

Common Stock

 

During the nine months ended December 31, 2019, we issued 59,215,648 shares of common stock in exchange for net proceeds of $825,000.

 

In conjunction with the sale of common stock during the year ended March 31, 2018, we provided a guarantee to certain individuals such that we would issue additional shares of our common stock if the average closing price of our common stock fell below $0.02 per share on the 20 days preceding the 18-month anniversary of the date the shares were originally sold. As a result of this guarantee, we had recorded $626,388 in accounts payable and accrued liabilities on our balance sheet as of March 31, 2018. During the year ended March 31, 2019, the 18-month anniversary passed without the common stock falling below the set threshold, therefore, we were released from the guarantee, and we increased additional paid-in capital by $525,000 to remove the previously recorded offering costs. During the nine months ended December 31, 2019, the 18-month anniversary passed without the common stock falling below the set threshold, therefore, we were released from the guarantee, and we increased additional paid-in capital by $101,387 to remove the previously recorded offering costs.

 

Also during the nine months ended December 31, 2019, we issued 241,000,000 shares of common stock, valued at $3,865,500 based on the market value on the day of issuance, to multiple employees for services and compensation, which is subject to forfeiture if the employee is not in good standing at the time the shares are fully vested. Of the $3,865,500 value we recognized $1,844,639 as an expense during the nine months ending December 31, 2019 and the remaining $2,020,861 will be recognized ratably over the vesting term. In addition to the shares issued to employees, we also issued an additional 285,618,592 shares of common stock, valued at $831,800 based on the market value on the day of issuance, for services.

 

During the nine months ended December 31, 2019 we repurchased 5,150 shares of common stock for $102 and we cancelled 22,500,000 shares that were returned in accordance with the terms of a Convertible Promissory Note (see Note 6), reducing common stock by $22,500 and increasing additional paid in capital by the same. We also cancelled 200,000,000 shares returned in conjunction with the termination of a Joint Venture Agreement entered into in March of 2019, reducing common stock by $200,000, reducing additional paid in capital by $3,180,000, offset with a reduction in our prepaid asset of $3,380,000. During the nine months ended December 31, 2019 we recorded a beneficial conversion feature of $1,000,000 related to a convertible promissory note entered into with a related party (see Note 5).

 

 39 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

As of December 31, 2019 and March 31, 2019, the Company had 3,003,490,408 and 2,640,161,318 shares of common stock issued and outstanding, respectively.

 

Employee Stock Options

 

The nonqualified plan adopted in 2007 authorized 65,000 shares, of which 47,500 had been granted as of March 31, 2018. 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. As of March 31, 2018, 42,500 shares had been granted under the 2008 plan. Effective April 1, 2018 we cancelled both the 2007 and 2008 plans, as well as any shares that were allocated under the plans and were not yet issued.

 

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:

 

           Weighted     
       Weighted   Average     
       Average   Remaining   Aggregate 
   Number of   Exercise   Contractual   Intrinsic 
   Shares   Price   Life (years)   Value 
Options outstanding at March 31, 2018   35,000   $10.00    1.51   $- 
Granted   -   $-           
Exercised   -   $-           
Canceled / expired   -   $-           
Options outstanding at March 31, 2019   35,000   $10.00    0.51   $- 
Granted   -   $-           
Exercised   -   $-           
Canceled / expired   (35,000)  $10.00           
Options outstanding at December 31, 2019   -   $-    -   $- 
Options exercisable at December 31, 2019   -   $-    -   $- 

 

Stock-based compensation expense in connection with options granted to employees for the three months ended December 31, 2019 and 2018, was $0.

 

Warrants

 

The following table summarizes the warrants outstanding and the related prices for the shares of our common stock as of December 31, 2019:

 

    Warrants Outstanding   Warrants Exercisable 
        Weighted             
        Average   Weighted       Weighted 
        Remaining   Average       Average 
Exercise   Number   Contractual   Exercise   Number   Exercise 
Price   Outstanding   Life (Years)   Price   Exercisable   Price 
$1.50    125,000    0.46   $1.50    125,000   $1.50 

 

 40 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

Transactions involving our warrant issuance are summarized as follows:

 

       Weighted 
   Number of   Average 
   Shares   Exercise Price 
Warrants outstanding at March 31, 2018   6,169,497   $1.50 
Granted / restated   -   $- 
Canceled   -   $- 
Expired   (1,117,000)  $1.48 
Warrants outstanding at March 31, 2019   5,052,497   $1.50 
Granted   -   $- 
Canceled   -   $- 
Expired   (4,927,497)  $1.50 
Warrants outstanding at December 31, 2019   125,000   $1.50 

 

NOTE 9 – COMMITMENTS AND CONTINGENCIES

 

Litigation

 

In the ordinary course of business, we may be or have been involved in legal proceedings from time to time. Below is a description of all legal proceedings we were involved in during the nine months ended December 31, 2019.

 

  In February 2018, we received a subpoena from the United States Commodity Futures Trading Commission (“CFTC”). We complied with the terms of the subpoena, negotiated a resolution of this matter with the CFTC staff, and a final order was issued on September 14, 2018. Under the order, we are not admitting or denying any of the allegations, will pay a fine of $150,000, and have agreed not to act as an unregistered Commodities Trading Advisor in the future. As of December 31, 2019 we have paid all amounts owed to CFTC and no unpaid balance remains.
     
  In April of 2019, we received a Summons and Complaint from Fibernet Corp making claims of unpaid invoices and breach of contracts entered into in February 2012 and January 2015 as RazorData Corp. Without admitting fault or liability, in June of 2019, we entered into an agreement with Fibernet Corp to settle all claims and release us from any future claims in exchange for a payment of $35,160 to avoid ongoing litigation related to this matter.

 

NOTE 10 – OPERATING LEASE

 

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases. Leases are classified as either finance or operating with classification affecting the pattern of expense recognition in the statement of operations. We adopted ASU No. 2016-02 on April 1, 2019. We did not record a lease asset and lease liability as of the adoption date as we had no lease arrangements or lease obligation at that time.

 

During the nine months ended December 31, 2019 we entered two operating leases for office space in Eatontown, New Jersey (the “Eatontown Lease”) and Kaysville, Utah (the “Kaysville Lease”). We have the option to extend the three year lease term of the Eatontown Lease for a period of one year. In addition, we are obligated to pay twelve monthly installments to cover an annual utility charge of $1.75 per rentable square foot for electric usage within the demised premises. As the lessor has the right to digitally meter and charge us accordingly, these payments were deemed variable and will be expensed as incurred. During the three and nine months ended December 31, 2019 the variable lease costs amounted to $831 and $1,385, respectively. At commencement of the Eatontown Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $110,097. We have the option to extend the twelve-and-a-half-month lease term of the Kaysville Lease for a period of one year. At commencement of the Kaysville Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $21,147.

 

Operating lease expense was $16,397 and $24,630 for the three and nine months ended December 31, 2019, respectively. Operating cash flows used for the operating leases during the three and nine months ended December 31, 2019 were $12,897 and $18,797, respectively. As of December 31, 2019, the weighted average remaining lease term was 2.34 years and the weighted average discount rate was 12%.

 

 41 
 

 

INVESTVIEW, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

(Unaudited)

 

Future minimum lease payments under non-cancellable leases as of December 31, 2019 were as follows:

 

Remainder of 2020  $14,897 
2021   56,794 
2022   48,000 
2023   16,000 
Total   135,691 
Less: Interest   (17,294)
Present value of lease liability   118,397 
Operating lease liability, current [1]   (59,064)
Operating lease liability, long term  $59,333 

 

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

 

NOTE 11 – SUBSEQUENT EVENTS

 

Subsequent to December 31, 2019 we received $1,070,000 in proceeds from related party advances and issued 10,000,000 shares of our common stock for services.

 

In accordance with ASC Topic 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.

 

 42 
 

 

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

 

Forward-Looking Statements

 

The following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. When the words “believe,” “expect,” “plan,” “project,” “estimate,” and similar expressions are used, they identify forward-looking statements. These forward-looking statements are based on management’s current beliefs and assumptions and information currently available to management, and involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Information concerning factors that could cause our actual results to differ materially from these forward-looking statements can be found in our periodic reports filed with the Securities and Exchange Commission (“SEC”). The forward-looking statements included in this report are made only as of the date of this report. We disclaim any obligation to update any forward-looking statements whether as a result of new information, future events, or otherwise.

 

Business Overview

 

We are an emerging leader in the financial technology (FINTECH) sector, leveraging the latest innovations in technology for financial education, services and interactive tools. Our family of subsidiaries focus on delivering products that serve individuals around the world. From personal money management, to advancements in blockchain technologies, our companies are forging a path for individuals to take advantage of financial and technical innovations.

 

Under our parent company, Investview, Inc., our significant operating subsidiaries include:

 

Kuvera, LLC and Kuvera France S.A.S. – provides financial education and cost savings tools for individuals worldwide.

 

S.A.F.E. Management, LLC – trade advisory services for those who lack the time to trade for themselves.

 

SAFETek, LLC – deploying next generation processing technologies for artificial intelligence, data mining and blockchain technologies.

 

APEX Tek, LLC – sells and distributes the APEX program which is a passive income model for those who seek to purchase assets that will generate monthly cash flow. This model has drawn considerable institutional interest.

 

Results of Operations

 

Three Months Ended December 31, 2019 Compared to Three Months Ended December 31, 2018

 

Revenues

 

We recorded net revenue of $4,963,611 for the three months ended December 31, 2019, which was a decrease of $2,769,423 or 36%, from the prior period revenue of $7,733,034. This decrease was due to a minor loss of repeat subscription customers coupled with our lack of cryptocurrency service revenue. The lack of cryptocurrency revenue can be explained by our termination of the agent arrangement with a third-party supplier of crypotocurrency mining services.

 

Operating Costs and Expenses

 

We recorded operating costs and expenses of $6,702,907 for the three months ended December 31, 2019, which was a decrease of $1,272,015, or 16%, from the prior period’s operating costs and expenses of $7,974,922. The decrease can be fully explained by the decrease in commissions, which was a result of our bonus plans paying out beyond our maximum threshold in the prior period due to certain bonus programs in place, which has since been adjusted to reduce such payouts. For the three months ended December 31, 2019 commissions as a percent of total net revenue was 32%, versus 66% in the prior period.

 

Other Income and Expenses

 

We recorded other expense of $2,086,434 for the three months ended December 31, 2019, which was a difference of $1,878,614, or 904%, from the prior period other expense of $207,820. The change is due to the interest expense incurred in the three months ended December 31, 2019 of $1,794,623 versus only $206,007 incurred in the prior period.

 

 43 
 

 

Nine Months Ended December 31, 2019 Compared to Nine Months Ended December 31, 2018

 

Revenues

 

We recorded net revenue of $19,717,448 for the nine months ended December 31, 2019, which was a decrease of $3,625,155 or 16%, from the prior period revenue of $23,342,603. This decrease was due to a minor loss of repeat subscription customers coupled with our lack of cryptocurrency service revenue. The lack of cryptocurrency revenue can be explained by our termination of the agent arrangement with a third-party supplier of crypotocurrency mining services.

 

Operating Costs and Expenses

 

We recorded operating costs and expenses of $24,355,004 for the nine months ended December 31, 2019, which was a decrease of $1,872,691, or 7%, from the prior period’s operating costs and expenses of $26,227,695. This change is principally a result of a decrease of $6,494,247, or 38%, in commissions which was a result of our bonus plans paying out beyond our maximum threshold in the prior period due to certain bonus programs in place, which has since been adjusted to reduce such payouts. The decrease was offset by an increase in salary and related costs which was due to the Company recording $2,676,439 worth of stock for services and compensation.

 

Other Income and Expenses

 

We recorded other expense of $3,940,313 for the nine months ended December 31, 2019, which was a difference of $5,859,552, or 305%, from the prior period other income of $1,919,239. The change is due to the gain on bargain purchase recorded as a result of the United Games, LLC and United League, LLC acquisition that took place during the nine months ended December 31, 2018, as compared to no such gain in the prior period. Additionally, in the current period there was interest expense recorded of $5,536,354 offset by a gain on debt extinguishment of $1,725,384, whereas in the prior period interest expense was only $215,154 and there was a gain on debt extinguishment of $19,387.

 

Liquidity and Capital Resources

 

During the nine months ended December 31, 2019, we incurred a net loss of $8,587,449. This loss was funded by cash provided by operating activities of $4,690,473 offset by cash used in investing activities of $4,171,341 and cash used in financing activities of $389,212. As a result, our cash and cash equivalents increased by $129,956 to $263,600 as compared to $133,644 at the beginning of the fiscal year.

 

Our current liabilities exceeded our current assets (working capital deficit) by $10,938,623 as of December 31, 2019, as compared to $2,222,990 at March 31, 2019. The increase in the working capital deficit is due to an increase in our other current liabilities of $7,576,800 which is due to cash received for our APEX program, which results in the Company recording financial liabilities for amounts to be repaid under the program.

 

During the nine months ended December 31, 2019, we raised $2,177,452 in cash proceeds from new debt arrangements, raised $2,164,500 in cash proceeds from related parties, and received $825,000 from the sale of our common stock. Additionally, net cash provided by operations was $4,690,473 for the nine months ended December 31, 2019 due mostly do the receipt of $9,693,141 of cash received in from our APEX program.

 

Going Concern

 

These interim unaudited financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the interim unaudited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we not be unable to continue as a going concern.

 

Our audited consolidated financial statements for the year ended March 31, 2019, state that our historical losses, accumulated deficit, cash balance, and working capital deficit raise substantial doubts about our ability to continue as a going concern. Historically we have relied on increasing revenues and new debt and equity financing to pay for operational expenses and debt as it came due. Going forward, we plan to reduce obligations with cash flow provided by operational growth as we have been, and plan to continue, reducing bonus payouts, increasing sources of income and business activities in new sectors, and utilizing our acquired assets to generate positive cash flow and reduce debt. Additionally, we plan to pursue additional debt and equity financing and to find short term capital in arrangements that are partnership based with elements of debt and equity combined.

 

 44 
 

 

Critical 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 nine months ended December 31, 2019, are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2020. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2019 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2019.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment Tools & Training, LLC, Apex Tek, LLC (formerly Razor Data, LLC), S.A.F.E. Management, LLC, SafeTek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. Through March 31, 2019 we had determined that one affiliated entity, Kuvera LATAM S.A.S., which we previously conducted business with, was a variable interest entity and we were the primary beneficiary of the entity’s activities, which are similar to those of Kuvera, LLC. As a result, through March 31, 2019 we had consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements. Further, because the Company did not have any ownership interest in this variable interest entity, the Company had allocated the contributed capital in the variable interest entity as a component of noncontrolling interest. As of April 1, 2019 Kuvera LATAM S.A.S. had no operations and ceased to exist, therefore, as of that date, no consolidation of the entity is necessary and we recorded a gain on deconsolidation of $53,739 to eliminate the intercompany account with Kuvera LATAM S.A.S. All 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.

 

Sale and Leaseback

 

Through our wholly-owned subsidiary, APEX Tex, LLC, we sell high powered data processing equipment (“APEX”) to our customers and they lease the equipment back to SAFETek, LLC, another of our wholly-owned subsidiaries. We account for these transactions under ASC 842-40 where the leaseback has been deemed a sales-type lease due to the lease term generally covering the entire economic life of the equipment and our likelihood to purchase the asset at the end of the lease term. In accordance with ASC 842-40 we have recorded the data processing equipment as a fixed asset on our balance sheet and we have accounted for the amounts received for the equipment as a financial liability, in other liabilities on our balance sheet. Further, we will recognize interest on the financial liability over the term of the lease to ensure the financial liability equates to the total amounts to be paid over the life of the lease.

 

During the nine months ended December 31, 2019 we had the following activity related to our sale and leaseback transactions:

 

Proceeds from sales of APEX  $9,693,141 
Interest recognized on financial liability   877,352 
Payments made for leased equipment   (1,341,100)
Total financial liability   9,229,393 
Other current liabilities [1]   (7,576,800)
Other long-term liabilities  $1,652,593 

 

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

 

As of December 31, 2019 we have received proceeds of $607,205 in additional deposits for APEX sales, which has been recorded in the customer advance amount shown on our balance sheet.

 

 45 
 

 

Revenue Recognition

 

Subscription Revenue

 

The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period, therefore we recognize revenue ratably 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 collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.

 

Equipment Sales

 

We generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing activities: protein folding, CGI rendering, Game Streaming, Machine & Deep Learning, Mining, Independent Financial Verification, and general high-speed computing. We recognize equipment sales revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver an equipment package to our customers which includes hardware, software, and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a separate third party that provides such services.

 

Cryptocurrency Mining Service Revenue

 

We generate revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party supplier. We recognize cryptocurrency mining service revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-party to provide mining services to our customers and payment is received at the time of purchase, therefore revenue is recognized upon receipt of payment. We recognize revenue in the amount of the fee to which we are entitled to as an agent, or the amount of consideration that we retain after paying the third-party the consideration received in exchange for the services the third-party is to provide.

 

Mining Revenue

 

Through our wholly owned subsidiary, SAFETek, LLC, we lease equipment under a sales-type lease and use the equipment on blockchain networks to validate and add blocks of transactions to blockchain ledgers (commonly referred to as “mining”). As compensation for mining we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us. Our mining activities constitute our ongoing major and central operations of SAFETek, LLC. Because we do not have contracts, nor do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately granted to us as a result of our mining activities.

 

Fee Revenue

 

We generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we receive payment for such advisory fees in the month following recognition.

 

Revenue generated for the nine months ended December 31, 2019 is as follows:

 

  

Subscription

Revenue

   Equipment Sales   Cryptocurrency Mining Service Revenue   Mining Revenue   Fee Revenue   Total 
Gross billings/receipts  $21,214,747   $-   $-   $380,871   $9,486   $21,605,104 
Refunds, incentives, credits, and chargebacks   (1,887,656)   -    -    -    -    (1,887,656)
Amounts paid to supplier   -    -    -    -    -    - 
Net revenue  $19,327,091   $         -   $             -   $  380,871   $9,486   $  19,717,448 

 

 46 
 

 

Revenue generated for the nine months ended December 31, 2018 is as follows:

 

  

Subscription

Revenue

   Equipment Sales   Cryptocurrency Mining Service Revenue   Mining Revenue   Fee Revenue   Total 
Gross billings/receipts  $21,882,005   $698,954   $5,690,380   $-   $-   $28,271,389 
Refunds, incentives, credits, and chargebacks   (1,047,007)   (4,000)   (6,501)   -    -    (1,057,508)
Amounts paid to supplier   -    -    (3,871,278)          -          -    (3,871,278 
Net revenue  $20,835,048   $694,954   $1,812,601   $-   $-   $  23,342,603 

 

Revenue generated for the three months ended December 31, 2019 is as follows:

 

  

Subscription

Revenue

   Equipment Sales   Cryptocurrency Mining Service Revenue   Mining Revenue   Fee Revenue   Total 
Gross billings/receipts  $5,096,886   $-   $-   $380,871   $4,117   $5,481,874 
Refunds, incentives, credits, and chargebacks   (518,263)   -    -    -    -    (518,263)
Amounts paid to supplier   -    -    -    -    -    - 
Net revenue  $4,578,623   $          -   $            -   $  380,871   $4,117   $  4,963,611 

 

Revenue generated for the three months ended December 31, 2018 is as follows:

 

  

Subscription

Revenue

   Equipment Sales   Cryptocurrency Mining Service Revenue   Mining Revenue   Fee Revenue   Total 
Gross billings/receipts  $7,204,415   $698,954   $40,779   $-   $-   $7,944,148 
Refunds, incentives, credits, and chargebacks   (200,613)   (4,000)   (6,501)   -    -    (211,114)
Amounts paid to supplier   -    -    -    -    -    - 
Net revenue  $7,003,802   $694,954   $    34,278   $       -   $       -   $  7,773,034 

 

Recently Issued Accounting Pronouncements

 

There are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would have a material impact on the financial statements of the Company.

 

Off-Balance Sheet Arrangements

 

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

 

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4 – CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Acting Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

 47 
 

 

Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer and Acting Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures were not effective.

 

Changes in Internal Controls

 

There were no changes in our internal controls over financial reporting during the fiscal quarter ended December 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

ITEM 1 – LEGAL PROCEEDINGS

 

In the ordinary course of business, we may be or have been involved in legal proceedings from time to time. Below is a description of all legal proceedings we were involved in during the nine months ended December 31, 2019.

 

  In February 2018, we received a subpoena from the United States Commodity Futures Trading Commission (“CFTC”). We complied with the terms of the subpoena, negotiated a resolution of this matter with the CFTC staff, and a final order was issued on September 14, 2018. Under the order, we are not admitting or denying any of the allegations, will pay a fine of $150,000, and have agreed not to act as an unregistered Commodities Trading Advisor in the future. As of December 31, 2019 we have paid all amounts owed to CFTC and no unpaid balance remains.
     
  In April of 2019, we received a Summons and Complaint from Fibernet Corp making claims of unpaid invoices and breach of contracts entered into in February 2012 and January 2015 as RazorData Corp. Without admitting fault or liability, in June of 2019, we entered into an agreement with Fibernet Corp to settle all claims and release us from any future claims in exchange for a payment of $35,160 to avoid ongoing litigation related to this matter.

 

ITEM 1.A – RISK FACTORS

 

N/A

 

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

 

In October 2019 we received $175,000 in proceeds from the sale of 7,000,000 shares of our common stock and issued 12,400,000 shares of our common stock for services.

 

In December 2019 we issued 3,218,592 shares of our common stock for services that has not been previously reported in any of our SEC filings.

 

In January and February 2020 we issued 10,000,000 shares of our common stock for services.

 

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 issued or issuable upon 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 3 – DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4 – MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5 – OTHER INFORMATION

 

None.

 

 48 
 

 

FINANCIAL STATEMENTS FOR THE YEARS ENDED MARCH 31, 2019 AND 2018

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Investview, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Investview, Inc. (the Company) as of March 31, 2019, and 2018, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019, and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Consideration of the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has suffered losses from operations and its current cash flow is not enough to meet current needs. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to this matter are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Haynie & Company  
   
Salt Lake City, Utah  
June 28, 2019  

 

 49 
 

 

INVESTVIEW, INC.

CONSOLIDATED BALANCE SHEETS

 

   March 31,   March 31, 
   2019   2018 
         
ASSETS          
Current assets:          
Cash and cash equivalents  $133,644   $1,490,686 
Prepaid assets   6,685,970    3,555 
Receivables   724,995    472,557 
Short-term advances   10,000    10,000 
Short-term advances - related party   500    36,510 
Other current assets   142,061    480,370 
Total current assets   7,697,170    2,493,678 
           
Fixed assets, net   13,528    18,860 
           
Other assets:          
Intangible assets, net   1,576,685    - 
Long term license agreement, net   1,983,220    2,133,620 
Deposits   4,500    4,500 
Total other assets   3,564,405    2,138,120 
           
Total assets  $11,275,103   $4,650,658 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
Current liabilities:          
Accounts payable and accrued liabilities  $3,897,013   $5,352,073 
Customer advance   265,000    - 
Deferred revenue   1,876,727    863,740 
Derivative liability   1,358,901    - 
Related party payables   545,489    1,880 
Debt, net of discounts   1,977,030    195,245 
Total current liabilities   9,920,160    6,412,938 
           
Total liabilities   9,920,160    6,412,938 
           
Commitments and contingencies   -    - 
           
Stockholders’ equity (deficit):          
Preferred stock, par value: $0.001; 10,000,000 shares authorized, none issued and outstanding as of March 31, 2019 and 2018   -    - 
Common stock, par value $0.001; 10,000,000,000 shares authorized; 2,640,161,318 and 2,169,661,318 shares issued and outstanding as of March 31, 2019 and 2018, respectively   2,640,161    2,169,661 
Additional paid in capital   23,758,917    16,137,945 
Accumulated other comprehensive income (loss)   1,363    (2,483)
Accumulated deficit   (25,096,983)   (20,085,947)
Total Investview stockholders’ equity (deficit)   1,303,458    (1,780,824)
Noncontrolling interest   51,485    18,544 
Total stockholders’ equity (deficit)   1,354,943    (1,762,280)
           
Total liabilities and stockholders’ equity (deficit)  $11,275,103   $4,650,658 

 

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

 

 50 
 

 

INVESTVIEW, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

 

    Year Ended March 31,  
    2019     2018  
             
Revenue:                
Subscription revenue, net of refunds, incentives, credits, and chargebacks   $ 27,023,202     $ 13,899,579  
Equipment sales, net of refunds     694,954       -  
Cryptocurrency mining service revenue, net of refunds and amounts paid to supplier     1,940,925       4,017,853  
Total revenue, net     29,659,081       17,917,432  
                 
Operating costs and expenses:                
Cost of sales and service     1,180,671       6,713,097  
Commissions     21,526,326       14,271,926  
Selling and marketing     878,936       454,225  
Salary and related     4,272,355       2,270,479  
Professional fees     1,620,370       2,572,831  
General and administrative     4,121,279       2,311,028  
Total operating costs and expenses     33,599,937       28,593,586  
                 
Net loss from operations     (3,940,856 )     (10,676,154 )
                 
Other income (expense):                
Gain (loss) on debt extinguishment     19,387       (2,767,422 )
Loss on fair value of derivative liability     (214,376 )     -  
Loss on spin-off of operations     -       (1,118,609 )
Gain on bargain purchase     971,282       -  
Realized gain (loss) on cryptocurrency     16,241       (10,939 )
Unrealized gain (loss) on cryptocurrency     106,488       (135,729 )
Interest expense - related parties     (20,000 )     (104,105 )
Interest expense     (1,842,461 )     (74,976 )
Other income (expense)     (3,032 )     (493 )
Total other income (expense)     (966,471 )     (4,212,273 )
                 
Income (loss) before income taxes     (4,907,327 )     (14,888,427 )
Income tax expense     (70,768 )     (24,589 )
                 
Net income (loss)     (4,978,095 )     (14,913,016 )
Less: net income (loss) attributable to the noncontrolling interest     32,941       -  
                 
Net income (loss) attributable to Investview stockholders   $ (5,011,036 )   $ (14,913,016 )
                 
Income (loss) per common share, basic and diluted   $ (0.00 )   $ (0.01 )
                 
Weighted average number of common shares outstanding, basic and diluted     2,234,117,482       1,911,786,477  
                 
Other comprehensive income, net of tax:                
Foreign currency translation adjustments   $ 3,846     $ -  
Total other comprehensive income     3,846       -  
Comprehensive income (loss)     (4,974,249 )     (14,913,016 )
Less: comprehensive income attributable to the noncontrolling interest     (3,846 )     -  
Comprehensive income (loss) attributable to Investview shareholders   $ (4,978,095 )   $ (14,913,016 )

 

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

 

 51 
 

 

INVESTVIEW, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

YEARS ENDED MARCH 31, 2019 AND 2018

 

    Common stock     Additional Paid in     Treasury     Accumulated Other Comprehensive     Accumulated     Noncontrolling        
    Shares     Amount     Capital     Stock     Income     Deficit     Interest     Total  
Balance, March 31, 2017     125,889,455     $ 125,890     $ 805,637     $ (8,589 )   $ -     $ (5,154,387 )   $ -     $ (4,231,449 )
Common stock issued for cash     267,127,500       267,128       2,228,260       -       -       -       -       2,495,388  
Common stock issued for license agreement     80,000,000       80,000       2,176,000       -       -       -       -       2,256,000  
Common stock issued for services     94,375,333       94,375       6,632,860       -       -       -       -       6,727,235  
Common stock issued in settlement of debt     239,575,884       239,576       5,377,558       -       -       -       -       5,617,134  
Wealth Generators reverse acquisition     1,358,670,942       1,358,670       (804,759 )     -       -       -       -       553,911  
Offering costs     4,273,504       4,273       (269,273 )     -       -       -       -       (265,000 )
Cancellation of stock     (250,000 )     (250 )     250       -       -       -       -       -  
Cancellation of treasury stock     (1,300 )     (1 )     (8,588 )     8,589       -       -       -       -  
Foreign currency translation adjustment     -       -       -       -       (2,483 )     -       -       (2,483 )
Net income (loss)     -       -       -       -       -       (14,931,560 )     18,544       (14,913,016 )
Balance, March 31, 2018     2,169,661,318       2,169,661       16,137,945       -       (2,483 )     (20,085,947 )     18,544       (1,762,280 )
Common stock issued for acquisition     50,000,000       50,000       750,000       -       -       -       -       800,000  
Common stock issued for services and compensation     402,000,000       402,000       6,385,600       -       -       -       -       6,787,600  
Common stock repurchase     (7,000,000 )     (7,000 )     (84,000 )     -       -       -       -       (91,000 )
Common stock issued as commitment fees     22,500,000       22,500       47,372       -       -       -       -       69,872  
Offering costs     3,000,000       3,000       522,000       -       -       -       -       525,000  
Foreign currency translation adjustment     -       -       -       -       3,846       -       -       3,846  
Net income (loss)     -       -       -       -       -       (5,011,036 )     32,941       (4,978,095 )
Balance, March 31, 2019     2,640,161,318     $ 2,640,161     $ 23,758,917     $ -     $ 1,363     $ (25,096,983 )   $ 51,485     $ 1,354,943  

 

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

 

 52 
 

 

INVESTVIEW INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Year Ended March 31, 
   2019   2018 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(4,978,095)  $(14,913,016)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:          
Depreciation   5,332    2,639 
Amortization of debt discount   1,052,523    - 
Amortization of long-term license agreement   150,400    - 
Amortization of intangible assets   239,315    - 
Stock issued for services, compensation, and license agreement   109,240    6,846,059 
Loan fees on new borrowings   704,397    - 
Loss on spin-off of operations   -    1,118,609 
Gain on bargain purchase   (971,282)   - 
(Gain) loss on debt extinguishment   (19,387)   2,767,422 
Loss on fair value of derivative liability   214,376    - 
Realized (gain) loss on cryptocurrency   (16,241)   10,939 
Unrealized (gain) loss on cryptocurrency   (106,488)   135,729 
Changes in operating assets and liabilities:          
Receivables   108,907    122,053 
Prepaid assets   (4,055)   - 
Short-term advances from related parties   36,010    (36,510)
Other current assets   461,038    (627,038)
Deposits   -    1,500 
Accounts payable and accrued liabilities   (1,314,971)   2,924,522 
Customer advance   265,000    - 
Deferred revenue   1,016,385    422,369 
Accrued interest   59,345    74,953 
Accrued interest - related parties   5,000    104,105 
Net cash used in operating activities   (2,983,251)   (1,045,665)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Payments for fixed assets   -    (11,264)
Cash received in acquisition   3,740    3,550 
Net cash provided by investing activities   3,740    (7,714)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from related parties   1,905,777    498,380 
Repayments for related party payables   (1,367,168)   (1,316,500)
Proceeds from debt   4,115,961    1,675,000 
Repayments for debt   (2,936,044)   (1,424,578)
Payments for share repurchase   (91,000)   - 
Proceeds from the sale of stock   -    3,121,776 
Payments for offering costs   -    (15,000)
Net cash provided by financing activities   1,627,526    2,539,078 
           
Effect of exchange rate translation on cash   (5,057)   3,371 
           
Net increase (decrease) in cash and cash equivalents   (1,357,042)   1,489,070 
Cash and cash equivalents-beginning of period   1,490,686    1,616 
Cash and cash equivalents-end of period  $133,644   $1,490,686 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION          
Cash paid during the period for:          
Interest  $51,000   $117,500 
Income taxes  $70,768   $24,589 
Non cash investing and financing activities:          
Common stock issued for acquisition  $800,000   $662,048 
Common stock issued in settlement of related party payables  $-   $90,000 
Common stock issued in settlement of debt  $-   $2,232,606 
Common stock issued for prepaid services and long term license agreement  $6,678,360   $2,137,175 
Cancellation of shares  $-   $250 
Cancellation of treasury shares  $-   $8,589 
Reductions to equity for offering costs accrued  $525,000   $- 
Liability for offering costs  $-   $250,000 
Shares issued for offering costs  $3,000   $4,274 
Price protection guarantee  $-   $626,388 
Derivative liability recorded as a debt discount  $510,000   $- 

 

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

 

 53 
 

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Organization

 

Investview, Inc. was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In January 2005, we changed domicile to Nevada and changed our name to Voxpath Holding, Inc. In September of 2006, we merged The Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holdings, Inc. and then changed our name to TheRetirementSolution.Com, Inc. and in October 2008 changed our name to 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.

 

On February 28, 2018, we filed a name change for Wealth Generators, LLC to Kuvera, LLC (“Kuvera”) and on May 7, 2018, we established WealthGen Global, LLC as a Utah limited liability company and our wholly owned subsidiary.

 

On July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock (see Note 5).

 

On November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European Union.

 

On December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities Trading Advisor, Commodity Pool Operator, and approved for over the counter FOREX advisory services.

 

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

 

Nature of Business

 

We own a number of companies that each operate independently, but are accretive to one another. We are establishing a portfolio of wholly owned subsidiaries delivering leading-edge technologies, services, and research, dedicated primarily to the individual consumer. Following is a description of each of our companies.

 

Kuvera, LLC provides 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, crowdfunding and cryptocurrency 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 to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. Different 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.

 

Kuvera France S.A.S. is our entity in France that will distribute Kuvera products and services throughout the European Union.

 

 54 
 

 

S.A.F.E. Management, LLC is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated trading strategies to individuals who find they lack the time to trade for themselves.

 

United League, LLC owns a number of proprietary technologies including FIREFAN a social app for sports enthusiasts. Technologies created to support any of the Investview companies are held under the United League structure.

 

United Games, LLC is the distribution network for United League technologies. Since the acquisition of United Games in July of 2018, we are working to combine the distributors of Kuvera and United Games. This is an on-going process.

 

SAFETek, LLC (formerly WealthGen Global, LLC) is a new addition that we are currently establishing for expansion plans in the high-speed processing and cloud computing environment.

 

Investment Tools & Training, LLC and Razor Data Corp. currently have no operations or activities.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment Tools & Training, LLC, Razor Data Corp., S.A.F.E. Management, LLC, SafeTek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. We have determined that one affiliated entity, Kuvera LATAM S.A.S., which we conduct business with, is a variable interest entity and we are the primary beneficiary of the entity’s activities, which are similar to those of Kuvera, LLC. As a result, we have consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements. Further, because we do not have any ownership interest in this variable interest entity, we have allocated the contributed capital in the variable interest entity as a component of noncontrolling interest. All intercompany transactions and balances have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Foreign Exchange

 

We have consolidated the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into our consolidated financial statements. The operations of Kuvera France S.A.S. are conducted in France and its functional currency is the Euro. The operations of Kuvera LATAM S.A.S. are conducted in Colombia and its functional currency is the Colombian Peso.

 

The financial statements of Kuvera France S.A.S. and Kuvera LATAM S.A.S. are prepared using their respective functional currency and have been translated into U.S. dollars (“USD”). Assets and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders’ equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders’ equity (deficit).

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates:

 

   March 31,
2019
   March 31,
2018
 
Euro to USD   1.12200    n/a 
Colombian Peso to USD   0.00031    0.00036 

 

 55 
 

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods:

 

    Year ended March 31,  
    2019     2018  
Euro to USD     1.13580       n/a  
Colombian Peso to USD     0.00033       0.00034  

 

Concentration of Credit Risk

 

Financial instruments that potentially expose us to concentration of credit risk include cash, accounts receivable, and advances. We place our cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit of $250,000. As of March 31, 2019 and 2018, cash balances that exceeded FDIC limits were $0 and $1,095,329, respectively, and we have not experienced significant losses relating to these concentrations in the past.

 

Cash and Cash Equivalents

 

For purposes of reporting cash flows, we consider all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. As of March 31, 2019 and 2018, we had no cash equivalents.

 

Receivables

 

Receivables are carried at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual receivables and receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. We had no allowance for doubtful accounts as of March 31, 2019 and 2018.

 

Cryptocurrencies

 

We hold cryptocurrency-denominated assets (“cryptocurrencies”) and include them in our consolidated balance sheet as other current assets. We record cryptocurrencies at fair market value and recognize the change in the fair value of our cryptocurrencies as an unrealized gain or loss in the consolidated statement of operations. As of March 31, 2019 and March 31, 2018, the fair value of our cryptocurrencies was $142,061 and $480,370, respectively. During the year ended March 31, 2019, we recorded $16,241 and $106,488 as realized and unrealized gain (loss) on cryptocurrency, respectively. During the year ended March 31, 2018, we recorded $(10,939) and $(135,729) as realized and unrealized gain (loss) on cryptocurrency, respectively.

 

Fixed Assets

 

Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives as follows:

 

Furniture, fixtures, and equipment   10 years  
Computer equipment   3 years  

 

When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

 

Fixed assets are presented net of accumulated depreciation of $12,505 and $7,173, as of March 31, 2019 and 2018, respectively. Total depreciation expense for the years ended March 31, 2019 and 2018, was $5,332 and $2,639, respectively.

 

Long-Lived Assets – Intangible Assets & License Agreement

 

We account for our intangible assets and long-term license agreement in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC 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 and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.

 

 56 
 

 

In June of 2017 we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement. Annual amortization over the 15-year life is expected to be $150,400 per year. Amortization recognized for the year ended March 31, 2019 and 2018, was $150,400 and $122,380, respectively, and the long-term license agreement was recorded at a net value of $1,983,220 and $2,133,620 as of March 31, 2019 and 2018, respectively.

 

In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination (see Note 5). Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and are being amortized on a straight-line method over their estimated useful lives.

 

    Estimated        
    Useful        
    Life        
    (years)     Value  
FireFan mobile application     4     $ 331,000  
Back office software     10       408,000  
Tradename/trademark - FireFan     5       248,000  
Tradename/trademark - United Games     0.45       4,000  
Customer contracts/relationships     5       825,000  
              1,816,000  
Accumulated amortization as of March 31, 2019             (239,315 )
Net book value, March 31, 2019           $ 1,576,685  

 

Amortization expense is expected to be as follows:

 

Fiscal year ending March 31, 2020   $ 338,150  
Fiscal year ending March 31, 2021     338,150  
Fiscal year ending March 31, 2022     338,150  
Fiscal year ending March 31, 2023     280,565  
Fiscal year ending March 31, 2024 and beyond     281,670  
    $ 1,576,685  

 

Impairment of Long-Lived Assets

 

We have adopted ASC Subtopic 360-10, Property, Plant and Equipment. ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by us be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

 

We evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.

 

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.

 

 57 
 

 

U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

 

  Level 1: Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.
     
  Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:

 

  - quoted prices for similar assets or liabilities in active markets;
  - quoted prices for identical or similar assets or liabilities in markets that are not active;
  - inputs other than quoted prices that are observable for the asset or liability; and
  - inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

  Level 3: Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).

 

Our financial instruments consist of cash, accounts receivable, and accounts payable. We have determined that the book value of our outstanding financial instruments as of March 31, 2019 and March 31, 2018, approximates the fair value due to their short-term nature.

 

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, 2019:

 

   Level 1   Level 2   Level 3   Total 
Cryptocurrencies  $142,061   $-   $-   $142,061 
Total Assets  $142,061   $-   $-   $142,061 
                     
Derivative liability  $-   $1,358,901   $-   $1,358,901 
Total Liabilities  $-   $1,358,901   $-   $1,358,901 

 

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, 2018:

 

   Level 1   Level 2   Level 3   Total 
Cryptocurrencies  $480,370   $-   $-   $480,370 
Total Assets  $480,370   $-   $-   $480,370 
                     
Total Liabilities  $-   $-   $-   $- 

 

Revenue Recognition

 

Effective April 1, 2018, we adopted the ASC Subtopic 606-10, Revenue from Contracts with Customers. The adoption of ASC 606-10 had no impact on prior year or previously disclosed amounts. In accordance with ASC 606-10, revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.

 

The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably 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 collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.

 

We generate revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party supplier. Our performance obligation is to arrange for the third-party to provide mining services to our customers and payment is received at the time of purchase, therefore revenue is recognized upon receipt of payment. We recognize revenue in the amount of the fee to which we are entitled to as an agent, or the amount of consideration that we retain after paying the third-party the consideration received in exchange for the services the third-party is to provide.

 

We generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing activities: protein folding, CGI rendering, game streaming, machine & deep learning, mining, independent financial verification, and general high-speed computing. Our performance obligation is to deliver an equipment package to our customers that includes hardware, software, and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a separate third party that provides such services.

 

 58 
 

 

Revenue generated for the year ended March 31, 2019, was as follows:

 

   Subscription
Revenue
   Equipment Sales   Cryptocurrency
Mining Revenue
   Total 
Gross billings  $28,518,660   $698,954   $5,775,269   $34,992,883 
Refunds, incentives, credits, and chargebacks   (1,495,458)   (4,000)   (6,501)   (1,505,959)
Amounts paid to supplier   -    -    (3,827,843)   (3,827,843)
Net revenue  $27,023,202   $694,954   $1,940,925   $29,659,081 

 

Revenue generated for the year ended March 31, 2018, was as follows:

 

   Subscription
Revenue
   Equipment Sales   Cryptocurrency
Mining Revenue
   Total 
Gross billings  $14,758,614   $-   $8,885,798   $23,644,412 
Refunds, incentives, credits, and chargebacks   (859,035)   -    -    (859,035)
Amounts paid to supplier   -    -    (4,867,945)   (4,867,945)
Net revenue  $13,899,579   $-   $4,017,853   $17,917,432 

 

Advertising, Selling, and Marketing Costs

 

We expense advertising, selling, and marketing costs as incurred. Advertising, selling, and marketing costs include costs of promoting our product worldwide, including promotional events. Advertising, selling, and marketing expenses for the years ended March 31, 2019 and 2018, totaled $878,936 and $454,225, respectively.

 

Income Taxes

 

We have adopted ASC Subtopic 740-10, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities 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.

 

Net Income (Loss) per Share

 

We follow ASC Subtopic 260-10, Earnings per Share, which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. 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:

 

   March 31, 2019   March 31, 2018 
Convertible notes payable   -    - 
Options to purchase common stock   35,000    35,000 
Warrants to purchase common stock   5,052,497    6,169,497 
Notes convertible into common stock   52,162,055    - 
Total   57,249,552    6,204,497 

 

 59 
 

 

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. ASU 2016-02 changes the accounting for leased assets, principally by requiring balance sheet recognition of assets under lease arrangements. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2018. In June of 2019, we signed a three-year lease agreement for office space in Eatontown, New Jersey, therefore we will adopt this standard effective April 1, 2019 and will account for our new lease agreement accordingly. We note that the adoption of ASU 2016-02 will have no other impact of on our consolidated financial statements.

 

There are no additional recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material impact on our financial statements.

 

NOTE 4 – 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 $25,096,983 as of March 31, 2019, along with a net loss of $5,011,036 and net cash used in operations of $2,983,251 for the year ended March 31, 2019. Additionally, as of March 31, 2019, we had a working capital deficit of $2,222,990. 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 year ended March 31, 2019, we raised $1,905,777 in cash proceeds from related parties and $4,115,961 in cash proceeds from new lending arrangements. Subsequent to March 31, 2019, we obtained $200,000 in cash proceeds from new lending arrangements and received $325,000 from the sale of our common stock.

 

Since our acquisition of Wealth Generators in April of 2017 we have implemented a number of initiatives and we are beginning to see the positive impact of these actions. First, our largest subsidiary, Kuvera, has a bonus plan structure for distributors of our services which consistently paid out beyond our maximum threshold. Adjustments to this bonus plan have been made over the last 12 months with additional adjustments planned for the next two quarters. This resulted in a gradual reduction in bonus payouts which reduced our losses. Second, we expanded the objectives of Investview through the acquisition and creation of additional subsidiaries to increase our sources of income and creating business activities in new sectors which includes:

 

  Fully licensing SAFE Management LLC as a Registered Investment Advisor and Commodities Trading Advisor. This was done so SAFE Management could offer fully managed trading services to individuals who lacked the time to trade for themselves and provide reasonable advisory fees and minimum investment amounts to service individuals who do not meet the requirements of Qualified Investors.
     
  We acquired the assets of United Games LLC and United League LLC which provided us highly experienced management, programmers, marketing and compliance personnel along with key technology components such as a fully coded back office and trademarked FIREFAN app. We are still in the process of adapting their technology to Kuvera operations and working on various distribution plans for FIREFAN.
     
  We changed the name of our subsidiary WealthGen Global, which was an unused entity, to SAFETek LLC in preparation for our entry into the high-performance computing space to meet the needs of 4IR (Fourth Industrial Revolution) business needs which includes mining, blockchain technologies, gaming, artificial intelligence and 3-Dimensional rendering. This will enable us to provide HPC services to small, medium and startup entities who require specialized high-speed processing but cannot afford the infrastructure. By leasing our processing to these companies, we will aid these entities in bringing their products, inventions, improvements to market.
     
  We have designed a program through Joint Venture known as APEX which enables individuals to purchase highly customized processing cards which SAFETek will lease from the purchasers for a fixed period of time at a fixed monthly lease payment. This enables individuals to participate in emerging growth without experiencing the volatility and potential loss experienced in the sector.

 

These companies provide Investview a stake in 4IR, HPC, app development, fintech, blockchain and personal money management sectors. Each of these are areas that are targeted for significant growth spurred by innovations through technology.

 

While our liabilities are larger than our assets it is important to note that we seek to keep operating expenses low. The assets we have acquired and will continue to seek out are those of technology, mobile apps, and human resources. These assets are not easily defined on our balance sheet but represent our ability to carry out our objectives which we believe will ultimately generating positive cash flow, reduced debt and then profitability.

 

 60 
 

 

Further, while we have reported reoccurring losses and have an operating capital deficiency, we have been able to establish multiple companies to create various revenue streams as we move forward. Our largest challenge is operational cash flow as lending arrangements continue to be expensive causing us to deploy incoming cash to prior debt. We continue to seek short term capital in arrangements that are partnership based with elements of debt and equity combined. Additionally, our immediate focus is the continued reduction in losses by controlling expenses, increasing revenue, and generating additional revenue streams.

 

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.

 

NOTE 5 – ACQUISITIONS

 

Reverse Acquisition with Wealth Generators

 

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 ASC Topic 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.

 

Acquisition of United Games, LLC and United League, LLC

 

On July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock. United Games, LLC and United League, LLC provide distributor marketing back-office and commission tools and online sports gaming experience for users of their applications distributed through their networks of affiliates therefore we expect significant synergies to exist as a result of combining operations.

 

 61 
 

 

The transaction was accounted for as a business combination using the acquisition method of accounting in accordance with the FASB (ASC Topic 805). The following table summarizes the purchase accounting for the fair value of the assets acquired and liabilities assumed at the date of the acquisition and the gain on bargain purchase which resulted from the fair value of the intangible assets acquired exceeding the fair value of our common stock given as consideration:

 

Cash  $3,740 
Receivables   361,345 
Intangible assets (see Note 2)   1,816,000 
Total assets acquired   2,181,085 
      
Accounts payable and accrued liabilities   409,803 
Total liabilities assumed   409,803 
      
Net assets acquired   1,771,282 
      
Consideration [1]   800,000 
      
Gain on bargain purchase  $971,282 

 

  [1] The 50,000,000 shares of our common stock transferred as consideration in accordance with the Purchase Agreement was valued on July 20, 2018, the date of acquisition, based on the weighted equity fair value of $0.016 per share as determined by a third party valuation firm.

 

United Games, LLC and United League, LLC recorded combined revenue of $1,331,542 and a combined net income of $26,059 since the July 20, 2018 acquisition date, which were included in our consolidated statement of operations for the year ended March 31, 2019.

 

The table below represents the pro forma revenue and net income (loss) for the years ended March 31, 2019 and 2018, assuming the acquisition had occurred on April 1, 2017, pursuant to ASC Subtopic 805-10-50. This pro forma information does not purport to represent what the actual results of our operations would have been had the acquisition occurred on this date nor does it purport to predict the results of operations for future periods:

 

   Year Ended March 31, 
   2019   2018 
Revenues  $27,961,351   $19,416,537 
Net (loss)  $(5,288,735)  $(16,371,058)
Loss per common share  $(0.00)  $(0.01)

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

Our related party payables consisted of the following:

 

   Year Ended March 31, 
   2019   2018 
Short-term advances [1]  $440,489   $1,880 
Short-term promissory note entered into on 8/17/18 [2]   105,000    - 
   $545,489   $1,880 

 

  [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 set interest rates associated with them, and are unsecured. During the year ended March 31, 2019, we received $1,805,777 in cash proceeds from advances, incurred $15,000 in interest, and repaid related parties a total of $1,382,168.
     
  [2] A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000, which was recorded as interest expense in the statement of operations during the year ended March 31, 2019.

 

 62 
 

 

In addition to the above-mentioned related-party lending arrangements, during the year ended March 31, 2019, we sold $41,500 worth of high-speed computer processing equipment to our chief executive officer. This revenue has been included in the equipment sales reported on our statement of operations.

 

NOTE 7 – DEBT

 

Our debt consisted of the following:

 

   Year Ended March 31, 
   2019   2018 
Revenue share agreement entered into on 6/28/16 [1]  $-   $195,245 
Short-term advance received on 8/31/18 [2]   75,000    - 
Secured merchant agreement for future receivables entered into on 2/14/19 [3]   641,687    - 
Secured merchant agreement for future receivables entered into on 2/14/19 [4]   468,790    - 
Secured merchant agreements for future receivables entered into on 2/14/19 [5]   597,060    - 
Promissory note entered into on 1/16/19 [6]   60,000    - 
Secured merchant agreements for future receivables entered into on 3/28/19 [7]   25,650    - 
Convertible promissory note entered into on 1/11/19 [8]   26,600    - 
Convertible promissory note entered into on 2/6/19 [9]   76,686    - 
Convertible promissory note entered into on 3/14/19 [10]   5,557    - 
   $1,977,030   $195,245 

 

  [1] 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 year ended March 31, 2019, we repaid $195,245.
     
  [2] In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured.
     
  [3] During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense.
     
    During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense.
     
    During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we are required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense.

 

 63 
 

 

  [4] During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense.
     
    During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense.
     
  [5] During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense.
     
    During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense.
     
  [6] In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. Subsequent to January 16, 2019, we repaid $60,000 of the amount due under the note.
     
  [7] During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense.
     
  [8] In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of April 11, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448.

 

 64 
 

 

  [9] In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurs interest at 12% per annum, and has a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the “Returnable Shares”) to the note holder as a commitment fee (see Note 9), provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172.
     
  [10] In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of June 14, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726.

 

In addition to the above debt transactions that were outstanding as of March 31, 2019 and 2018, during the year ended March 31, 2019, we also received proceeds of $530,000 from short-term notes. During the year ended March 31, 2019, we recorded interest expense of $51,000 for fixed interest amounts due on the notes and made total cash payments of $581,000 to extinguish the interest and principal amounts due on the notes.

 

NOTE 8 – DERIVATIVE LIABILITY

 

During the year ended March 31, 2019, we had the following activity in our derivative liability account:

 

Derivative liability at March 31, 2018  $- 
Derivative liability recorded on new instruments   1,144,525 
Change in fair value   214,376 
Derivative liability at March 31, 2019  $1,358,901 

 

We use the binomial option pricing model to estimate fair value for those instruments convertible into common stock, at inception, at conversion date, and at each reporting date. During the year ended March 31, 2019, the assumptions used in our binomial option pricing model were in the following range:

 

Risk free interest rate     2.40% - 2.58 %
Expected life in years     0.35 - 1.25  
Expected volatility     222% - 268 %

 

NOTE 9 – STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

We are authorized to issue up to 50,000,000 shares of preferred stock with a par value of $0.001 and our board of directors has the authority to issue one or more classes of preferred stock with rights senior to those of common stock and to determine the rights, privileges, and preferences of that preferred stock, which has not yet been done. As of March 31, 2019 and 2018, we had no preferred stock issued or outstanding.

 

 65 
 

 

Common Stock Transactions

 

During the year ended March 31, 2019, we issued 50,000,000 shares of common stock for the acquisition of United Games, LLC and United League, LLC (see Note 5). We also issued 1,000,000 shares of common stock in August and 1,000,000 shares of common stock in March, valued at $10,000 and $17,600, respectively, based on the market price on the day of issuance, to an employee for compensation. The shares are subject to forfeiture if the employee is not in good standing six months after the date of issuance. During the year ended March 31, 2019, the $10,000 was recognized as expense and of the $17,600 we recognized $2,933 as an expense and $14,667 was recorded as a prepaid asset. Also during the year ended March 31, 2019, we issued 400,000,000 shares of common stock with a value of $6,760,000 based on the market price on the date of issuance, for an agreement to partner with a third party to generate future revenues. The 400,000,000 shares are subject to forfeiture for five years from the date of issuance, such that shares will be deemed earned upon meeting certain milestones. We are recognizing the expense ratably over the five-year term and recorded $96,307 in expense during the year ended March 31, 2019, while recording $6,663,693 as a prepaid asset as of March 31, 2019. During the year ended March 31, 2019, we entered into a common stock purchase agreement that provides cash of $1,000,000 in exchange for shares of our common stock. In conjunction with that agreement, we issued 3,000,000 shares of common stock that was accounted for as offering costs, increasing common stock by $3,000 and decreasing additional paid-in capital by $3,000, to offset any proceeds from the future equity transactions resulting from the agreement. During the year ended March 31, 2019, we issued 22,500,000 shares as a commitment fee in conjunction with a debt arrangement, whereby the shares were valued at $69,871 based on the allocation of debt proceeds (see Note 7). Also during the year ended March 31, 2019, we repurchased 7,000,000 shares of common stock for $91,000.

 

During the year ended March 31, 2018, we issued 267,127,500 shares of common stock for net proceeds of $2,495,338. We issued 125,000 shares of common stock with a value of $7,500 for a one-year consulting agreement, 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement, and 94,250,333 shares of common stock with a value of $6,719,734 for consulting and service agreements; of the value of the shares issued for services and the license agreement $6,846,060 was recorded as expense, $3,555 was recorded as a prepaid asset, and $2,133,620 was recorded as a long-term license agreement during the year ended March 31, 2018. 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 year ended March 31, 2018. 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. As a result of the reverse acquisition, we issued 1,358,670,942 shares of common stock (see Note 5). During the year ended March 31, 2018, we entered into an equity distribution agreement that provides for cash advances up to $5,000,000 in exchange for shares of our common stock, to be fulfilled at our request. Pursuant to that agreement, we issued 4,273,504 shares of common stock as a commitment fee, recorded a liability of $250,000 for future commitment fees to be paid, and paid cash of $15,000 for due diligence costs. As a result, common stock increased $4,274 and additional paid-in capital decreased by $269,274 to offset any proceeds from future equity transactions resulting from the agreement. During the year ended March 31, 2018, we cancelled 250,000 shares of common stock and 1,300 shares of treasury stock, resulting in a decrease in common stock of $251, a decrease in additional paid-in capital of $8,338, and a decrease in treasury stock of $8,589.

 

In conjunction with the sale of common stock during the year ended March 31, 2018, we provided a guarantee to certain individuals such that we would issue additional shares of our common stock if the average closing price of our common stock fell below $0.02 per share on the 20 days preceding the 18-month anniversary of the date the shares were originally sold. As a result of this guarantee, we had recorded $626,388 in accounts payable and accrued liabilities on our balance sheet as of March 31, 2018. During the year ended March 31, 2018, the 18-month anniversary passed without the common stock falling below the set threshold, therefore, we were released from the guarantee, and we increased additional paid-in capital by $525,000 to remove the previously recorded offering costs.

 

As of March 31, 2019 and 2018, we had 2,640,161,318 and 2,169,661,318 shares of common stock issued and outstanding, respectively.

 

Employee Stock Options

 

The nonqualified plan adopted in 2007 authorizes 65,000 shares, of which 47,500 have been granted as of March 31, 2019. 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. As of March 31, 2019, 42,500 shares have been granted under the 2008 plan.

 

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:

 

           Weighted     
       Weighted   Average     
       Average   Remaining   Aggregate 
   Number of   Exercise   Contractual   Intrinsic 
   Shares   Price   Life (years)   Value 
Options outstanding at March 31, 2017   35,000   $10.00    2.51   $- 
Granted   -   $-           
Exercised   -   $-           
Canceled / expired   -   $-           
Options outstanding at March 31, 2018   35,000   $10.00    1.51   $- 
Granted   -   $-           
Exercised   -   $-           
Canceled / expired   -   $-           
Options outstanding at March 31, 2019   35,000   $10.00    0.51   $- 
Options exercisable at March 31, 2019   35,000   $10.00    0.51   $- 

 

Stock-based compensation expense in connection with options granted to employees for the year ended March 31, 2019 and 2018, was $0.

 

 66 
 

 

Warrants

 

The following table summarizes the warrants outstanding and the related prices for the shares of our common stock as of March 31, 2019:

 

    Warrants Outstanding   Warrants Exercisable 
        Weighted             
        Average   Weighted       Weighted 
        Remaining   Average       Average 
Exercise   Number   Contractual   Exercise   Number   Exercise 
Price   Outstanding   Life (Years)   Price   Exercisable   Price 
$1.50    5,052,497    0.36   $1.50    5,052,497   $1.50 

 

Transactions involving our warrant issuance are summarized as follows:

 

       Weighted 
   Number of   Average 
   Shares   Exercise Price 
Warrants outstanding at March 31, 2017   6,534,810   $1.48 
Granted / restated   -   $- 
Canceled   -   $- 
Expired   (365,313)  $(1.18)
Warrants outstanding at March 31, 2018   6,169,497   $1.50 
Granted   -   $- 
Canceled   -   $- 
Expired   (1,117,000)  $(1.48)
Warrants outstanding at March 31, 2019   5,052,497   $1.50 

 

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. Below is a description of all legal proceedings we were involved in during the year ended March 31, 2019:

 

  On November 1, 2017, we filed a lawsuit in the Fourth Judicial District Court for Utah County, State of Utah, Wealth Generators, LLC, v. Evan Cabral, Daniel Lopez, John Legarreta, Johnathan Lopez, Julian Kuschner, Nick Gomez, Luke Shulla, Nestor Velazquez, Christopher Terry, Isis De La Torre, Alex Morton, Ivan Briongos, Brandon Boyd, and International Markets Live Ltd. d/b/a iMarketslive, Civil No. 170401615, alleging corporate espionage and misappropriation of corporate information. The lawsuit alleges that International Markets Live Ltd., dba iMarketslive, conspired with a number of individuals affiliated with Wealth Generators to steal our confidential information, intellectual property, and trade secrets. On September 27, 2018, the court issued its ruling granting in part and denying in part our motion for preliminary injunction. On January 2, 2019, the parties entered into a settlement agreement in which they agreed to release all claims and have the litigation dismissed with prejudice, with neither party making any payment to the other, but with the defendants agreeing to make a $5,000 donation to charity. On February 22, 2019, the matter was dismissed with prejudice.

 

 67 
 

 

  In February 2018, we received a subpoena from the United States Commodity Futures Trading Commission (“CFTC”). We complied with the terms of the subpoena, negotiated a resolution of this matter with the CFTC staff, and a final order was issued on September 14, 2018. Under the order, we did not admit or deny any of the allegations, agreed to pay a fine of $150,000, and agreed not to act as an unregistered Commodities Trading Advisor in the future. As of March 31, 2019, we have paid $90,000 to CFTC and the remaining unpaid balance has been included in accounts payable and accrued liabilities on our consolidated balance sheet.
     
  Jim Westphal filed a wage claim against Kuvera, LLC (at the time named Wealth Generators, LLC), in the United States District Court for the District of Utah, Central Division (Case No. 2:18-cv-00080) in the amount of $6,500 plus liquidated damages. Mr. Westphal is claiming unpaid overtime wages. We contend that Mr. Westphal was an independent contractor, hired on a limited basis to perform software services, and is accordingly not entitled to overtime payments under the Fair Labor Standards Act. Moreover, Mr. Westphal never provided the promised software pursuant to the parties’ agreement. We filed a counterclaim on July 12, 2018, seeking damages of approximately $20,000 and demanding a jury trial. In December 2018, the parties settled the matter with a joint motion. As a result of the settlement, we paid Mr. Westphal $1,500 and the case was dismissed.
     
  In April of 2019, we received a Summons and Complaint from Fibernet Corp making claims of unpaid invoices and breach of contracts entered into in February 2012 and January 2015 as RazorData Corp. Without admitting fault or liability, in June of 2019, we entered into an agreement with Fibernet Corp to settle all claims and release us from any future claims in exchange for a payment of $35,160 to avoid ongoing litigation related to this matter.

 

NOTE 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. The Company used an effective tax rate of 30% when calculating the deferred tax assets and liabilities and income tax provision below.

 

Net deferred tax assets consist of the following components as of March 31, 2019 and 2018:

 

   2019   2018 
Deferred tax assets:          
NOL carryover  $2,363,900   $1,146,200 
Amortization   209,100    335,600 
Contingent Liability   49,100    45,000 
Related party accruals   1,500    - 
Deferred tax liabilities          
Depreciation   (1,200)   (2,900)
Valuation allowance   (2,622,400)   (1,523,900)
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, 2019 and 2018, due to the following:

 

   2019   2018 
Book income (loss)  $(1,493,400)  $(4,473,900)
Stock for services   32,800    2,048,200 
Gain on settlement – derivative and equity derived   -    955,900 
Amortization   (33,100)   313,200 
Contingent liability   (45,000)   45,000 
Unrealized loss on cryptocurrency   (31,900)   40,700 
Meals and entertainment   12,400    6,200 
Non-cash interest expense   315,800    5,700 
Depreciation   (7,200)   (2,800)
Related party accruals   1,500    (1,500)
Related party accrued payroll   174,600    - 
Gain on bargain purchase   (291,400)   - 
Loss on value of derivative liabilities   64,300    - 
Stock issued for loan fees   21,000    - 
Amortization of prepaid paid for with equity   45,100    - 
Valuation allowance   1,234,500    1,063,300 
Total long-term deferred income tax assets  $-   $- 

 

 68 
 

 

At March 31, 2019, we had net operating loss carryforwards of approximately $7,880,000 that may be offset against future taxable income for the year 2020 through 2039. However, due to the change in ownership provisions of the Tax Reform Act of 1986, the NOL accumulated prior to the April 1, 2017, acquisition can only offset future income of up to $13,837 per year until expired. Should additional changes in ownership occur, net operating loss carryforwards in future years may be further limited.

 

No tax benefit from continuing or discontinued operations have been reported in the March 31, 2019, consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

We comply with the provisions of FASB ASC 740 in accounting for our 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, we 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. We have determined that we have no significant uncertain tax positions requiring recognition under ASC 740.

 

We recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. We had no accruals for interest and tax penalties at March 31, 2019 and 2018.

 

We do not expect the amount of unrecognized tax benefits to materially change within the next 12 months.

 

We are required to file income tax returns in the U.S. Federal jurisdiction, in New York State, New Jersey, and in Utah. We are no longer subject to income tax examinations by tax authorities for tax years ending before March 31, 2015. During the year ended March 31, 2019 and 2018 we paid income taxes of $70,768 and $24,589, respectively.

 

NOTE 12 – SUBSEQUENT EVENTS

 

In April of 2019, we received proceeds of $200,000 from two separate short-term promissory notes.

 

In June of 2019, we entered into an office lease agreement for our corporate finance department, located in Eatontown, New Jersey. The agreement is for a term of three years at a monthly rent amount of $2,500 for months one through six, $3,500 for months six through 12, and $4,000 for months 13 through 36. Corporate Finance is expected to occupy the new office space beginning in July of 2019.

 

In May and June of 2019, we issued an aggregate of 39,215,648 shares of our common stock to Triton Funds LP under the common stock purchase agreement that was entered into in December 2018 and amended in March and April 2019, for net proceeds of $325,000.

 

In accordance with ASC Topic 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.

 

 69 
 

 

BUSINESS

 

Corporate History

 

Investview, Inc. was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In January 2005, we changed domicile to Nevada and changed our name to Voxpath Holding, Inc. In September of 2006, we merged The Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holding, Inc. and then changed our name to TheRetirementSolution.Com, Inc. and in October 2008 changed our name to 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. This closing occurred after close of business on March 31, 2017, therefore, effective April 1, 2017, Wealth Generators became our wholly owned subsidiary.

 

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

 

On February 28, 2018, we filed a name change for Wealth Generators LLC to Kuvera LLC (“Kuvera”), this did not affect the company’s tax and federal identification.

 

On May 7, 2018, we established WealthGen Global, LLC as a Utah limited liability company and our wholly owned subsidiary.

 

On July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock.

 

On November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European Union.

 

On December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities Trading Advisor, Commodity Pool Operator, and approved for over the counter FOREX advisory services.

 

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

 

Overview

 

We own a number of companies that each operate independently, but are accretive to one another. We are establishing a portfolio of wholly owned subsidiaries delivering leading-edge technologies, services, and research dedicated primarily to the individual consumer.

 

Through our wholly owned subsidiaries, we provide affordable access to financial education, current market research, and cutting-edge technology that enables individuals to increase and cultivate their own financial resources, enjoy life, and plan for the future. The services include basic financial educational, expense and debt reduction tools, research, newsletter alerts, and live education rooms that include instruction on the subjects of equities, options, Forex, ETFs, binary options, crowdfunding, and the emerging cryptocurrency market.

 

We seek to provide a completely transparent and unique experience specifically designed to enhance the financial knowledge and improve the overall well-being of individuals worldwide. Our goal is to invest in the education, research, and technology essential to helping the financially motivated secure lasting and balanced success for today and the future.

 

Each product subscription includes a core set of tools/research along with the personal finance management suite providing an individual complete access to the information necessary to cultivate and manage his or her financial situation. We offer packages 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. The bonus plan participation is purely optional but enables individuals the ability to create an additional income stream to further support their personal financial goals and objectives.

 

 70 
 

 

We recently entered the trade automation space with the launch of two new robo trading products offered to Kuvera subscribers through our wholly owned subsidiary, SAFE Management, which is a registered investment adviser. SAFE Management can make investments to the trading signals and research products of Kuvera; put and call options and alternative investments; and investments in privately held startups for the benefit of individuals who desire to participate in new venture startup opportunities.

 

Our Companies

 

Kuvera Entities- Our largest subsidiary is Kuvera LLC, which delivers financial education, technology, and research to individuals through a subscription-based model. Kuvera provides 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, crowdfunding, and cryptocurrency 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 to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. Kuvera operations are located at our Salt Lake City, Utah headquarters location and its website address is kuveraglobal.com.

 

Kuvera France S.A.S. is our entity in France that will distribute Kuvera products and services throughout the European Union.

 

Kuvera and Kuvera France provide affordable access to financial education, current market research, and cutting-edge technology that enable individuals to increase and cultivate their own financial resources, enjoy life, and plan for the future. The services include basic financial educational, expense and debt reduction tools, research, newsletter alerts, and live education rooms that include instruction on the subjects of equities, options, Forex, ETFs, binary options, crowdfunding, and the emerging cryptocurrency market.

 

Each product subscription includes a core set of tools/research along with the personal finance management suite providing an individual with complete access to the information necessary to cultivate and manage his or her financial situation. We offer packages 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. 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.

 

By enabling the marriage of technology and knowledge, we are able to deliver innovative solutions directly to individuals around the world. Personal and general financial instruction and information are largely overlooked in all levels of education. An ongoing cycle of debt accumulation, inability to save, lack of planning, and inadequate knowledge on how to cultivate our “capital” is passed from generation to generation.

 

By creating easy access, focused tutorials, and step-by-step planning, our education and technology tools provide individuals with the necessary information to understand the power of proper utilization of money along with the ability to design their own path toward financial fitness.

 

Money—Money is a financial education tool designed to help individuals eliminate debt and improve their personal financial behaviors. Money includes education by Ross Jardine, America’s Money Mentor and educator. The goal of Mr. Jardine’s videos and articles is to teach the user how to reduce debt, decrease spending, and find money he did not know he had. Money is comprised of four sections: Cash Flow Quick Start (11 videos and assignments for immediate changes); Debt Freedom System (digital version of The 60-Day Money Miracle by Ross Jardine, which includes 12 chapters and a road map to debt-free living); Financial Tips and Strategies (videos, assignments, and suggestions for major life purchases, including housing, schooling, marriage etc.); and Money Media, which contains additional articles addressing current financial market trends tips and tools.

 

Deductr—Deductr is a personal money management tool that we provide to all members through a partnership with Deductr. The Deductr personal finance manager allows its users to manage all of their personal finances from a single view. With this tool, the user can create and monitor his or her budget and financial goals in a matter of minutes. Deductr Pro also includes a tax assistance feature making it easy to maximize both common and lesser-known tax benefits. Deductr can help individuals capture, document, and organize the expenses related to running their business right on their phone.

 

FXOne—FXOne includes live Forex binary options sessions with our market experts, as well as Forex newsletter alerts delivered right to a mobile phone. FXOne also offers unique strategies and in-depth Forex training.

 

 71 
 

 

Binary Options—FXOne binary options session leverage very short-term strategies that give individuals immediate results in a small amount of time. Live sessions are often as quick as 15 minutes. The live session provides real-time strategies that the user can follow as the experts identify setups and provide commentary to his or her activity. The user can then determine whether to act on that information.

 

Newsletter Alerts—FXOne gives the user the opportunity to follow market experts while maintaining complete control of his or her money. With FXOne Forex Alerts, our experts do the research and analysis and deliver that information to the user via email alerts. The alerts include entry criteria, exit parameters, and position adjustments.

 

CRYPTOone—CRYPTOone offers a library of cryptocurrency resources as well as live education, analysis, and research in the cryptocurrency market. With CRYPTOone, users can learn as little or as much as they would like about the cryptocurrency universe. CRYPTOone also provides digital alerts that identify cryptocurrency opportunities. Our experts do the research and analysis, and the customer decides if he or she wants to take action with the information. With just a few clicks, users can participate in the cryptocurrency market with minimal effort. CRYPTOone is the perfect way for someone to dip a toe or jump in all the way and start benefiting from the growing cryptocurrency universe.

 

CRYPTO Mining Packages—We offer cryptocurrency mining packages that consist of computer/GPU hardware and operation and maintenance services to provide individuals access to cryptocurrency mining. Our mining hardware (hosting) facility is arranged through a contractual partnership and located in Romania. Each GPU processing card is specific to the package purchased and is individually serial numbered, and the customer may request his or her hardware to be shipped to him or her at any time. There is no guarantee or estimate of mining output provided as mining conditions change constantly and cryptocurrency is subject to a number of risks associated with emerging markets. We believe our mining services, which are physically housed, monitored, and maintained in a dedicated facility, eliminate variables associated with other mining services that are typically cloud-based.

 

Equity Markets—Our equity market education with alerts is our core offering and brings the knowledge and expertise of individuals who have been involved in the market for years directly to the user. Our equity services are now included in every subscription service. Our market experts provide the financial technology, education, and research that allow the user to make decisions concerning his or her money in the market. The user maintains complete control of his or her money by using an online brokerage of his or her choosing. Most equity pack strategies require a margin account, and users need at least level four options approval.

 

Kuvera University—We are committed to providing “best in class” education across a variety of topics. Kuvera University provides exclusive access to our market education library, live monthly webinars with our market experts, in-depth distributor training, personal development training, with ongoing additional content. After watching and studying the videos and materials in Kuvera University, the user will have a foundation in the global financial markets, a deeper understanding of effective financial management, and additional skills that will help the user’s entrepreneurial and professional endeavors. Kuvera University is included with all customer subscriptions to ensure an ever-increasing value to our monthly access price.

 

Continual expansion and enhancement to these services and their delivery is the key to the longevity of the program. With a focus to increase convenience through the use of technology and by offering a wide variety of market approaches, our products are designed to meet the needs of the passive, moderately active, and highly motivated self-directed investors.

 

S.A.F.E. Management is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated trading strategies to individuals who find they lack the time to trade for themselves. S.A.F.E. is committed to bringing innovative trade methodologies, strategies, and algorithms for all worldwide financial markets. S.A.F.E. Management is a state registered investment adviser and operations are located at our Eatontown, New Jersey corporate finance location and its website address is safeadvglobal.com.

 

United Entities-

 

United League, LLC owns a number of proprietary technologies including FIREFAN, a social app for sports enthusiasts. Technologies created to support any of our companies are held under the United League structure.

 

 72 
 

 

United Games, LLC is the distribution network for United League technologies. Since the acquisition of United Games in July of 2018, we are working to combine the distributors of Kuvera and United Games. This is an ongoing process that is not targeted for completion until the end of calendar year 2019.

 

SAFETek, LLC (formerly WealthGen Global, LLC) is a new addition that we are currently establishing for expansion plans in the high-speed processing computing space. SAFETek will deploy a large-scale processing operation that is used for any of the following intense processing activities: protein folding, CGI rendering, game streaming, machine and deep learning, mining, independent financial verification, and general high-speed computing. Key trending markets for data computation include Internet of Things, Smart Homes, smart cities, smart devices, artificial intelligence, blockchain technology, virtual reality, 3D animation, and health technology data to name a few.

 

Apex Tek, LLC (formerly Razor Data, LLC) is the sales and distribution company for APEX packages and technology. It offers a unique passive income model for those interested in earning through the purchase and leaseback of high-speed specialized data processing equipment. This model has drawn considerable institutional interest.

 

Investment Tools & Training, LLC currently has no operations or activities

 

Our Vision

 

We envision an ongoing integration of the latest technologies with emerging needs to deliver leading edge products and services worldwide.

 

Distribution Method

 

We use an affiliate model to sell our product subscriptions. Anyone with an interest can participate in our bonus plan, which rewards them for selling product subscriptions. We believe this component of our offering is extremely powerful as it provides an additional income stream for the customer who decides to become a distributor. Individuals are much more comfortable discussing financial matters with people they know. The network becomes a support system for the customers as they learn together and share their experiences. The affiliate distribution model, while powerful, requires strict policies and procedures to ensure the company’s presentation and messaging are accurate and compliant. An affiliate/distributor is not required to be a customer to sell our products.

 

Competition

 

We face competition for each of our product categories, but do not have a similar competitor with the full suite of services offered. Each of the financial education products, alerts, tools, and newsletters face competition from similar product companies such as TheStreet.com, The Motley Fool, Jim Cramer, and like subscription-based financial research services. The personal money management education and tools face competition from free mobile apps designed for the same purpose although our personal money management does not advertise or entice the user to refinance or secure new loans and is a pure management tool that serves the individual and not the advertiser. Our tax management tools and education have limited competition, and we have deployed Deductr Pro as our tool of choice. Unique to our company is not the individual product but the combined suite of products for one monthly subscription price, cancellable at any time by the user and distributed exclusively by the active members through the optional bonus plan for those who choose to sell the service to others.

 

We believe our competitive advantages include:

 

  a generous bonus program for independent affiliates;
     
  a management team with extensive experience in financial education and market strategy research/technology;
     
  a young and motivated distributor base;
     
  a large demographic that services all genders, races, religions, and nationalities; and
     
  a delivery platform enabling us to launch new products quickly and efficiently worldwide.

 

Our competitive weaknesses include translation challenges as we continue international expansion and components of our distributor backend that are programmed by third-party providers.

 

Intellectual Property

 

Our success is predicated on the adoption of new and innovative technology, education, and research along with constantly improving convenience tools. The delivery of alerts and financial information through our platform provides various levels of automation that is programmed and designed by us exclusively for our products and modified to enable the individual to initiate action on alerts they desire. We own the intellectual property for many of our products strategies and platform delivery mechanisms while we make other products available through licensed arrangements. In this way, we can continually offer a full suite of “best of breed” services to ensure our members are receiving the most value and leading-edge programs for their monthly subscription.

 

 73 
 

 

Expansion

 

We are in the process of expanding the business internationally. International planning and restructuring is taking place as a result of the recent name change to Kuvera. Our affiliated entity, WG LATAM S.A.S., which has been reestablished to Kuvera LATAM S.A.S., distributes tour products and services in Colombia and surrounding Latin American countries. International operations can be impacted by international regulations and economic conditions, although all are continuously monitored.

 

Government Regulation

 

We have historically positioned the company as a knowledge provider and educator that seeks to augment a user’s informed decision-making process, rather than to act as a conductor of investment decisions or a representative of investment services. As such, most of our activities do not fall within the scope of securities industry regulation. Most of our products and services also do not require that any representative distributing our services conduct themselves as an investment advisor or broker. However, our subsidiary S.A.F.E. Management, LLC, recently received its registration and disclosure approval from the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser (“RIA”), Commodities Trading Advisor (“CTA”), and Commodity Pool Operator registered with the U.S. Commodity Futures Trading Commission (“CFTC”), and is approved by the CFTC for over the counter FOREX advisory services. As a New Jersey-registered RIA, we are required to comply with New Jersey’s laws and regulations governing the activities of investment advisers and the fees they can charge, as well as certain provisions of the Investment Adviser Act of 1940. As a CFTC registered CTA, Commodity Pool Operator, and FOREX adviser, we are required to comply with federal law and CFTC rules regulating those activities.

 

We have established these registrations and the advisory structure to offer automated trade execution, which is managed by S.A.F.E. Management, LLC, in its capacity as an RIA, for equities and equity options and in its capacity as a CTA for commodities, futures, and OTC Forex. In addition, SAFE provides traditional advisory services for clients who do not wish to trade for themselves. Automation of trades is only available through S.A.F.E. Management. No additional approvals are required for any of our current business activities. The cost of maintaining this additional regulated entity could have a material adverse effect on our business and could subject us to regulatory enforcement actions.

 

We are subject to government regulation in connection with securities laws and regulations applicable to all publicly owned companies as well as laws and regulations applicable to businesses generally. We are also increasingly subject to governmental regulation and legislation specifically targeting Internet companies, such as privacy regulations adopted at the local, state, national and international levels and taxes levied at the state level. Due to the increasing use of the internet, enforcement of existing laws, such as consumer protection regulations, in connection with web-based activities has become more aggressive, and it is expected that new laws and regulations will continue to be enacted at the local, state, national, and international levels. Such new legislation, alone or combined with increasingly aggressive enforcement of existing laws, could have a material adverse effect on our future operating performance and business.

 

Employees

 

As of December 31, 2019, we had 23 employees.

 

Internet Address

 

Additional information concerning our business can be found on our website at www.investview.com for the most up-to-date corporate financial information, presentation announcements, transcripts, and archives. Information regarding our products and services offered by our wholly owned subsidiary, Kuvera LLC, may be found at www.kuveraglobal.com. SAFE Management LLC services can be viewed at www.safeadvglobal.com. Web site links provided in may change in the future. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file such material with or furnish it to the Securities and Exchange Commission.

 

Transfer Agent

 

The transfer agent of the Company’s common stock is Standard Registrar & Transfer Co., Inc. 440 East 400 South Suite 200 Salt Lake City, UT 84111. Phone: 801-571-8844 Fax: 801-328-4058.

 

 74 
 

 

MANAGEMENT

 

Our directors were elected to serve until the next annual meeting of shareholders and until his respective successors will have been elected and will have qualified. The following table sets forth the name, age and position held with respect to our present executive officers and directors:

 

Directors and Executive Officers

 

The following table sets forth certain information with respect to our directors and executive officers:

 

Name   Age   Position
Joseph Cammarata   45   Chief Executive Officer and Director
Annette Raynor   55   Chief Operations Officer and Director
Ryan Smith   54   President of Apex Tek, LLC and Director
Jeremy Roma   44   President of SAFETek, LLC and Director
Mario Romano   55   Director of Finance and Director
Chad Miller   55   Director
Brian McMullen   44   Director
Jayme Lin McWidener   40   Chief Financial Officer
William Kosoff   77   Corporate Secretary

 

Joseph Cammarata, age 45, began his career in the financial industry over 25 years ago at Datech where he pioneered NASDAQ market orders and the “first off”-exchange electronic trading system. While at Datek he developed an internal cross that would eventually become the Island ECN. He then started and orchestrated the growth of Datek Online - which was later sold to Ameritrade. As co-founder and CEO of Sonic Trading he architected the first ECN aggregator and Smart Routing system that would serve as its core product. Recognized for its innovative query handling, superior market data processing, and all-around reliability, the Sonic system served more than twenty-four Institutional clients and Broker/Dealers before being acquired in 2004 by the Bank of New York. After the acquisition, he served as Managing Director for BNY Brokerage and its spin-off BNY ConvergEx as the head of Electronic Trading and Strategic Planning and Development. In 2010 he started SpeedRoute LLC and Pro Securities ATS LLC. As President and CEO he has launched a broker-dealer routing system, SpeedRoute and an ATS, Pro Securities. SpeedRoute is currently routing for some of the largest Banks, Broker Dealers and Stock Exchanges in the United States, currently averaging 2% of the US Exchange volumes and has plans for continued growth across a robust product suite. Speedroute and its affiliates were acquired by OverStock.com in September of 2015 to help drive OverStock.com’s financial technology businesses, leading the push into Crypto Securities and Blockchain settlement systems. Mr. Cammarata served as President of tZERO a Subsidiary of Overstock.com from January 2016 to May of 2018 and remains a director of tZERO. He was founder and CEO of SpeedRoute, LLC from November 2010 to April 2018.

 

Annette Raynor. Ms. Raynor has served as our chief operating officer since March 31, 2017, and as a director since June 6, 2017. Since 2013, Ms. Raynor has served as the chief operating officer of Kuvera, LLC, formerly Wealth Generators, LLC, our wholly owned subsidiary. Ms. Raynor holds her Series 65 Registered Investment Advisor license, Series 3 Commodity Futures, Series 34 Retail Off-Exchange Forex, and is a licensed realtor in the state of New Jersey. Ms. Raynor is the general manager and licensed representative of SAFE Management LLC.

Ryan Smith. Mr. Smith has served as director and chief executive officer since March 31, 2017. Since 2013, Mr. Smith has served as the chief executive officer of Kuvera, LLC, formerly Wealth Generators, LLC, our wholly owned subsidiary. Mr. Smith received his BS from The University of Utah in 2003.

  

Chad Miller. Mr. Miller was appointed as a director on June 6, 2017. Mr. Miller co-founded Kuvera, LLC, formerly Wealth Generators, LLC, our wholly owned subsidiary, in 2013. Prior to 2013, Mr. Miller held his Series 63 Uniform Securities License, Series 7 General Securities License, and Series 24 General Securities Principal License and was employed by various brokerage firms from 1999 through 2010.

 

Jeremy Roma is the founder of Life Tech Ecosystems in 2017 and also the founder of Apex Technology Assets which has provided the inspiration and product concept behind Investview’s new APEX product line. He now serves as President of SAFETEK, LLC a wholly owned subsidiary of Investview.

 

Mario Romano was elected as a Director of the Corporation and serves as director of finance of Investview, Inc as well. He co-founded Wealth Generators in 2013 (now part of Investview) and continues as director of finance for Investview. He received his Bachelors in Business/Finance from St John’s University of New York. He began his career in finance with a select group of Wall Street Institutions including Lehman Brothers during the period from the late 1980’s through early 2000. He continues his key management role as Director of Finance for Investview.

 

Brian McMullen, Mr. McMullen began his career with Lifeforce International Inc., where he was a marketing consultant from 1998 to 2004. In 2004 he joined New Vision, Inc.where he was a marketing consultant until 2009. In 2011 he joined Monavie LLC, where he was also a marketing consultant building a network marketing organization until 2015. In 2017 he joined Investview’s subsidiary, Kuvera LLC, as a marketing consultant. Mr. McMullen has been one of several hundred angel investors with Tech Coast Angels, the largest angel investor group in the U.S., since 2013.

 

Jayme Lin McWidener earned her bachelor’s degree and Masters of Business Administration from Drake University and became an auditor for Cahaba GBA in 2001 before joining HJ & Associates, LLC (“HJ”) in January 2004 as an audit staff member. She obtained her CPA license in 2007 and worked at HJ focusing on auditing SEC reporting companies, eventually being promoted to an audit senior and audit manager before she became a partner at HJ in January 2014. Ms. McWidener spent just over 2 years as a partner with HJ and with its successor, Haynie & Company. In April of 2016 she established Mac Accounting Group, LLP, specializing in PCAOB audits for SEC reporting companies and AICPA audits for private companies in a variety of industries.

 

William C. Kosoff. Since September 2006, Mr. Kosoff has served in various positions, including chief financial officer, secretary, and treasurer. He had a break in service as an officer and employee from December 2012 to April 2013, when he returned began serving again as acting chief financial officer. He was also formerly a director of Investview. He has worked in the high technology industry for 45 years, serving in engineering, marketing, sales, and senior management positions with Rockwell International from 1960 to 1984. In 1984, he co-founded Telenetics Corp and served as its president and chief executive officer. In 1987, Telenetics became public through an IPO on NASDAQ and was acquired in 2006 by a private firm. Mr. Kosoff received his Bachelor of Arts in Physics from California State University in 1978 and earned a Professional Certificate in Accounting from New York University in 2010 

 

Our directors are elected for a term of one year and until their successors qualified, nominated, and elected.

 

Role of the Board

 

It is the paramount duty of the board to oversee our management in the competent and ethical operation of the company on a day-to-day basis and to assure that the long-term interests of the shareholders are being served. To satisfy this duty, the directors take a proactive, focused approach to their position, and set standards to ensure that we are committed to business success through maintenance of ambitious standards of responsibility and ethics.

 

The board of directors met formally twice during fiscal 2019.

 

 75 
 

 

Committees

 

Our business, property, and affairs are managed by or under the direction of the board of directors. Members of the board are kept informed of our business through discussion with the chief executive and financial officers and other officers, by reviewing materials provided to them, and by participating at meetings of the board and its committees.

 

Audit Committee

 

We currently do not have a designated audit committee, and accordingly, our board of directors preapproves all audit and permissible non-audit services provided by the independent auditor, including audit, audit-related, tax, and other services. Preapproval is generally provided for up to one year, detailed as to the particular service or category of services, and subject to a specific budget. The independent auditor and management are required to periodically report to our board of directors regarding the extent of services provided by the independent auditor in accordance with this preapproval and the fees for the services performed to date. The board of directors may also preapprove particular services on a case-by-case basis.

 

Compensation Committee

 

We currently do not have a designated compensation committee, and accordingly, our board of directors will approve all compensation matters until such committee is established and approved.

 

Code of Ethics

 

We have a code of ethics that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer, and the directors, a copy of which is available in the Employee Handbook. We intend to disclose any changes in or waivers from our code of ethics by posting such information on our website or by filing a Form 8-K.

 

Section 16(a) Compliance

 

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. During the year ended March 31, 2019, our officers, directors, and 10% stockholders made the required filings pursuant to Section 16(a).

 

EXECUTIVE AND DIRECTOR COMPENSATION

 

The following table sets forth information concerning the annual and long-term compensation earned by or paid to our chief executive officer and to other persons who served as executive officers as, at, or during the fiscal year ended March 31, 2019, or who earned compensation exceeding $100,000 during fiscal year 2019 (the “named executive officers”), for services as executive officers for the last two fiscal years:

 

 76 
 

 

Summary Compensation Table

 

Name and Principal Position  Fiscal Year  

 

Salary

  

 

Stock Awards

  

 

Option Awards

  

 

Non-Equity Incentive Plan Compensation

   Change in Pension Value and Non-Qualified Deferred Compensation Earnings  

 

All Other Compensation

  

 

 

Total

 
         ($)    ($)    ($)    ($)    ($)    ($)     ($) 
Ryan Smith [1]   2019    225,000    -    -    -    -    293,242 [2]   518,242 
CEO and Director   2018    207,500    -    -    -    -    131,685 [3]   339,185 
Annette Raynor [4]   2019    225,000    -    -    -    -    297,442 [5]   522,442 
COO and Director   2018    207,500    -    -    -    -    135,885 [6]   343,385 
Chad Miller [7]   2019    225,000    -    -    -    -    293,242 [8]   518,242 
Director   2018    207,500    -    -    -    -    131,685 [9]   339,185 
Mario Romano [10]   2019    225,000    -    -    -    -    297,442 [11]   522,442 
Director of Finance   2018    207,500    -    -    -    -    135,885 [12]   343,385 
William C. Kosoff   2019    60,000    -    -    -    -    -     60,000 
Acting CFO   2018    52,000    -    -    -    -    -     52,000 

 

[1] A portion of Mr. Smith’s compensation was paid to Kays Creek Capital, an entity in which he is an owner.
[2] Includes $30,000 in medical reimbursements, $69,512 for fiscal year 2019 revenue under the Founder Revenue Agreements discussed below, and $193,730 that was accrued but unpaid under the Founder Revenue Agreements.
[3] Includes $30,000 in medical reimbursements, $70,710 for fiscal year 2018 revenue under the Founder Revenue Agreements discussed below, and $30,975 that was accrued but unpaid under the Founder Revenue Agreements.
[4] A portion of Ms. Raynor’s compensation was paid to Wealth Engineering LLC, an entity in which she is a 50% owner.
[5] Includes $34,200 in medical reimbursements, $108,512 for fiscal year 2019 revenue under the Founder Revenue Agreements discussed below, and $154,730 that was accrued but unpaid under the Founder Revenue Agreements.
[6] Includes $34,200 in medical reimbursements, $75,210 for fiscal year 2018 revenue under the Founder Revenue Agreements discussed below, and $26,475 that was accrued but unpaid under the Founder Revenue Agreements.
[7] A portion of Mr. Miller’s compensation was paid to Kays Creek Capital and MILCO, entities in which he is an owner.
[8] Includes $30,000 in medical reimbursements, $69,512 for fiscal year 2019 revenue under the Founder Revenue Agreements discussed below, and $193,730 that was accrued but unpaid under the Founder Revenue Agreements.
[9] Includes $30,000 in medical reimbursements, $70,710 for fiscal year 2018 revenue under the Founder Revenue Agreements discussed below, and $30,975 that was accrued but unpaid under the Founder Revenue Agreements.
[10] A portion of Mr. Romano’s compensation was paid to Wealth Engineering LLC, an entity in which he is a 50% owner.
[11] Includes $34,200 in medical reimbursements, $108,512 for fiscal year 2019 revenue under the Founder Revenue Agreements discussed below, and $154,730 that was accrued but unpaid under the Founder Revenue Agreements.
[12] Includes $34,200 in medical reimbursements, $75,210 for fiscal year 2018 revenue under the Founder Revenue Agreements discussed below, and $26,475 that was accrued but unpaid under the Founder Revenue Agreements.

 

RELATED PERSON TRANSACTIONS

 

Certain Related Party Transactions

 

Other than the relationships and transactions discussed below, we are not a party to, nor are we proposed to be a party, to any transaction during the last two fiscal years involving an mount exceeding $120,000 and in which a related person, as such term is defined by Item 404 of Regulation S-K, had or will a direct or indirect material interest.

 

   December 31, 2019   March 31, 2019 
Short-term advances [1]  $668,608   $440,489 
Short-term Promissory Note entered into on 8/17/18 [2]   -    105,000 
Convertible Promissory Note entered into on 7/23/19 [3]   903,285    - 
Accounts payable – related party [4]   75,000    - 
   $1,646,893   $545,489 

 

[1] We periodically receive advances for operating funds from our current majority shareholders and other related parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand and are unsecured. During the nine months ended December 31, 2019, we received $1,164,500 in cash proceeds from advances, incurred $714,999 in interest expense on the advances, and repaid related parties $1,649,500. Also during the nine months ended December 31, 2019 we settled $1,880 of amounts that were recorded as due prior to March 31, 2018.
   
[2] A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000 which was recorded as interest expense in the statement of operations during the year ended March 31, 2019. During the nine months ended December 31, 2019 we made repayments of $105,000 on the note.
   
[3] We entered into a $3,600,000 convertible promissory note with a member of the senior management team on July 23, 2019. We received proceeds of $1,000,000 from the note, including $900,000 in cash and $100,000 which offset amounts owing to the lender. In accordance with the terms of the note we are required to repay a monthly minimum payment of $50,000 beginning January of 2020 through June of 2020 and a monthly minimum payment of $100,000 beginning July of 2020 until the total principal amount has been repaid. The lender has the right to convert up to $2,600,000 of the outstanding and unpaid principal amount into shares of our common stock at a conversion price of $0.005 per share, subject to adjustment. During the nine months ended December 31, 2019 we recorded a beneficial conversion feature of $1,000,000 as a debt discount (see Note 8). Additionally, we recorded $2,600,000 as a debt discount, representing the difference between the face value of the note and the proceeds received. During the nine months ended December 31, 2019 we amortized $903,285 of the debt discount into interest expense.
   
[4] During the nine months ended December 31, 2019 we entered into an employment agreement with Jayme McWidener as our Chief Financial Officer. At the date we entered into the employment agreement we owed her firm, Mac Accounting Group, LLP, $75,000, which was reclassified as a related party accounts payable balance on our balance sheet.

 

77
 

 

Outstanding Equity Awards at Fiscal Year-End

 

No stock option awards were exercisable or unexercisable as of March 31, 2019, for any executive officer.

 

Employee Stock Options

 

The nonqualified plan adopted in 2007 authorizes 65,000 shares, of which 47,500 have been granted as of March 31, 2019. 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. As of March 31, 2019, 42,500 shares have been granted under the 2008 plan.

 

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:

 

           Weighted     
       Weighted   Average     
       Average   Remaining   Aggregate 
   Number of   Exercise   Contractual   Intrinsic 
   Shares   Price   Life (years)   Value 
Options outstanding at March 31, 2017   35,000   $10.00    2.51   $- 
Granted   -   $-                    
Exercised   -   $-           
Canceled / expired   -   $-           
Options outstanding at March 31, 2018   35,000   $10.00    1.51   $- 
Granted   -   $-           
Exercised   -   $-           
Canceled / expired   -   $-           
Options outstanding at March 31, 2019   35,000   $10.00    0.51   $- 
Options exercisable at March 31, 2019   35,000   $10.00    0.51   $- 

 

Stock-based compensation expense in connection with options granted to employees for the year ended March 31, 2019 and 2018, was $0.

 

78
 

 

Employment Agreements and Revenue Share Agreements

 

The four founders of Wealth Generators, LLC, Ryan Smith, chief executive officer; Chad Miller, chief visionary officer; Annette Raynor, chief operating officer; and Mario Romano, director of finance and investor relations, all entered into Founder Employment Agreements effective October 1, 2017. The terms and covenants in the four agreements are the same for each of the founders and have a term of five years that automatically renews for three successive five-year terms unless terminated prior to the 90th day following the expiration of the applicable term. The agreements provide for an annual salary of $225,000 with annual reviews by the board of directors or the designated compensation committee to determine whether an increase in salary is appropriate based on our results of operations, increased activities, or responsibilities of the founder, or such other factors as the board of directors or the designated compensation committee thereof may deem appropriate. In addition, the founders are entitled to receive health fringe benefits that are generally available to our employees.

 

On October 11, 2017, we entered into Founder’s Revenue Agreements with Chad Miller, Annette Raynor, Mario Romano, and Ryan Smith. As consideration for their efforts in founding Wealth Generators LLC, beginning January 1, 2018, for the month ended December 31, 2017, each of the founders has the right to receive three-quarters of one percent (0.75%) of our top-line revenue, which will be calculated and paid on a monthly basis. This right is permanent and irrevocable, is not connected in any manner to the founder’s employment with us, and will be treated as a portion of the founder’s estate if it has not been assigned by the founder prior to his or her death.

 

As of April 3, 2017, upon the reverse acquisition of Wealth Generators LLC, Mr. Kosoff was appointed as the acting chief financial officer and resumed payroll as an employee at a mutually agreed reduced rate. In the event he resigns without good reason with 90 days’ written notice or is terminated for cause (willful misconduct) with 30 days’ written notice, he is entitled to all accrued and unpaid compensation as of the date of such termination and expense reimbursement.

 

79
 

 

PRINCIPAL STOCKHOLDERS.

 

The following table lists the number of shares of Common Stock of the Company as of February __, 2020, that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. The table also includes Information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days. Under the rules of the SEC, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he/she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

Name of Beneficial Owner(1)  Common Stock
Beneficially
Owned
   Percentage of
Common Stock(2)
 
         
Directors and Officers:          
Joseph Cammarata, CEO and Director   270,000,000    8.96%
Chad Miller, Director(3)   305,937,355    10.15%
Ryan Smith, Director(3)   305,937,355    10.15%
Annette Raynor, COO and Director(4)(5)   256,278,471    8.50%
Mario Romano, Director and Treasurer(4)(6)   256,278,471    8.50%
Jeremy Roma, Director   200,000,000    6.64%
Brian McMullen, Director   90,000,000    2.99%
Jayme McWidener, CFO   20,000,000    0.66%
William C. Kosoff, Corporate Secretary   14,036,875    0.47%
           
All Officers and Directors as a group (9 persons)(3)(4)(5)(6)   

1,718,468,527

    57.02%

 

* Less than 1%.
(1) Except as otherwise indicated, the address of each beneficial owner is c/o InvestView Inc., 234 Industrial Way, Suite A 202, Eatontown, NJ 07724
(2) Applicable percentage ownership is based on 3,013,490,408 shares of common stock outstanding as of February 12, 2020, together with securities exercisable or convertible into shares of common stock within 60 days of that date, for each stockholder.
(3) Our directors Ryan Smith and Chad Miller each own 50% of CR Capital Holdings LLC and, as a result, have voting and dispositive control of these shares. Therefore, they are deemed to be the beneficial owners of our shares of common stock.
(4) The members of Wealth Engineering LLC, 745 Hope Road, Eatontown, NJ 07724, own 110,456,942 shares of our common stock. Our officers Mario Romano and Annette Raynor are two of its members. In addition, Mr. Romano is the CEO and Ms. Raynor serves as the COO of Wealth Engineering LLC. Combined Mr. Romano and Ms. Raynor have voting and shared dispositive control of these shares.
(5) In addition to the 300,456,942 shares owned by Wealth Engineering LLC, Ms. Raynor owns 105,000,000 shares personally.
(6) In addition to the 300,456,942 shares owned by Wealth Engineering LLC, Mr. Romano owns 105,000,000 shares personally.

 

No director, executive officer, affiliate, or any owner of record or beneficial owner of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us.

 

Equity Compensation Plans

 

The following table summarizes the equity compensation plans under which our securities may be issued as of March 31, 2019:

 

           Number of Securities 
   Number of       Remaining Available 
   Securities To Be   Weighted-Average   for Future Issuance under 
   Issued upon Exercise of   Exercise Price of   Equity Compensation Plans 
   Outstanding Options,   Outstanding Options,   (excluding securities 
   Warrants and Rights   Warrants and Rights   reflected in column (a)) 
Plan Category  (a)   (b)   (c) 
             
Equity compensation plans approved by security holders            
Equity compensation plans approved by security holders   35,000   $10     

 

80
 

 

Description of our SECURITIES

 

General

 

Our articles of incorporation, as amended, authorize us to issue 10,050,000,000 shares of capital stock, consisting of 10,000,000,000 shares of common stock, par value $0.001, and 50,000,000,000 shares of preferred stock, par value $0.001.

 

Common Stock

 

Our amended and restated articles of incorporation authorize the issuance of 10,000,000,000 shares of common stock, par value $0.001. The holders of common stock are entitled to one vote per share on each matter submitted to a vote at any meeting of stockholders. Shares of common stock do not carry cumulative voting rights and, therefore, a majority of the shares of outstanding common stock will be able to elect the entire board of directors and, if they do so, minority stockholders would not be able to elect any persons to the board of directors. Our bylaws provide that a majority of our issued and outstanding shares constitutes a quorum for stockholders’ meetings, except respecting certain matters for which a greater percentage quorum is required by statute or the bylaws.

 

Our stockholders have no preemptive rights to acquire additional shares of common stock or other securities. The common stock is not subject to redemption and carries no subscription or conversion rights. In the event of our liquidation, the shares of common stock are entitled to share equally in corporate assets after satisfaction of all liabilities.

 

Holders of common stock are entitled to receive such dividends as the board of directors may, from time to time, declare out of funds legally available for the payment of dividends. We seek growth and expansion of our business through the reinvestment of profits, if any, and do not anticipate that we will pay dividends in the foreseeable future.

 

Preferred Stock

 

Our amended and restated articles of incorporation authorize the issuance of 50,000,000 shares of preferred stock, par value $0.001. The board of directors is empowered, without stockholder approval, to designate and issue additional series of preferred stock with dividend, liquidation, conversion, voting, or other rights or restrictions, including the right to issue convertible securities with no limitations on conversion, which could adversely affect the voting power or other rights of the holders of our common stock, substantially dilute a common stockholder’s interest, and depress the price of our common stock.

 

Authority to Issue Stock

 

The board of directors has the authority to issue the authorized but unissued shares of common stock without action by the stockholders. The issuance of such shares would reduce the percentage ownership held by current stockholders.

 

As of February 12, 2020, there were 3,013,490,408 shares of our common stock outstanding and 121,345,168 shares reserved for issuance pursuant to outstanding convertible notes; and 37,500,000 shares reserved for issuance pursuant to outstanding grants under the 2020 Employee Incentive Plan. Our Company is authorized, without stockholder approval, to issue additional shares of authorized but unissued capital stock.

 

Common Stock

 

Dividend Rights

 

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock are entitled to receive dividends out of funds legally available if our Board, in its discretion, determines to declare and pay dividends and then only at the times and in the amounts that our Board may determine.

 

Voting Rights

 

Holders of our Common Stock are entitled to one vote for each share held on all matters properly submitted to a vote of stockholders on which holders of common stock are entitled to vote. We have not provided for cumulative voting for the election of directors in our Certificate of Incorporation. The directors are elected by a plurality of the outstanding shares entitled to vote on the election of directors. On all other

 

81
 

 

No Preemptive or Similar Rights

 

Our Common Stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.

 

Right to Receive Liquidation Distributions

 

If we become subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

 

Preferred Stock

 

Our Board is authorized, subject to limitations prescribed by the NRS, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and rights of the shares of each Series and any of its qualifications, limitations or restrictions, in each case without further vote or action by our stockholders. Our Board can also increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding) the number of shares of any series of preferred stock, without any further vote or action by our stockholders. Our Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock or other series of preferred stock. The issuance of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control of our company and might adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock.

 

Issuance of Undesignated Preferred Stock.

 

Our Board has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our Board.

 

As of the date of this Prospectus, there are no Preferred Shares outstanding and we are Offering up to 2,000,000 shares Series B Preferred which on a share-for-share basis reduces the remaining 48,000,000 authorized shares. Our Series B Preferred are being issued under this authority.

 

As of December 31, 2019, we had no preferred stock issued or outstanding.

 

The existence of authorized but unissued shares of preferred stock would enable our Board to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.

 

Transfer Agent and Registrar

 

Standard Registrar & Transfer Co., Inc is the transfer agent with respect of our Common Stock. The principal business address of Standard Registrar & Transfer Co., Inc. is 440 East 400 South Suite 200 Salt Lake City, UT 84111. Phone: 801-571-8844 Fax: 801-328-4058.

 

Description of OFFERED SECURITIES

 

The following description summarizes the most important terms of the Units, the Series B Preferred, the Warrants, and the NRS. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Certificate of Incorporation, Certificate of Designations of the Series B Preferred, our Bylaws, and the form of Warrant, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part.

 

82
 

 

Units

 

Each Unit offered hereby consists of (i) one share of Series B Preferred and (ii) five Warrants, each exercisable for a period of five years from the date of issuance to purchase one additional share of Common Stock at an exercise price of $0.10, subject to adjustment as disclosed under “Warrants” below. The Units will not be certificated and the shares of Series B Preferred and the Warrants offered as part of such Units are immediately separable and will be issued separately in this Offering.

 

Series B Preferred

 

General

 

We are currently authorized to designate and issue up to 10,000,000 shares of preferred stock, par value $0.001 per share, in one or more classes or Series and, subject to the limitations prescribed by our Amended and Restated Certificate of Incorporation and the NRS, with such rights, preferences, privileges and restrictions of each class or series of preferred stock, including dividend rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any class or Series our Board may determine, without any vote or action by our stockholders. As of the date of this prospectus, we had 2,000,000 authorized but unissued shares of Series B Preferred.

 

The Series B Preferred offered hereby will be fully paid and nonassessable. Our Board may, without the approval of holders of the Series B Preferred or our Common Stock, designate additional series of authorized preferred stock ranking junior to or on parity with the Series B Preferred and authorize the issuance of such shares. Designation of preferred stock ranking senior to the Series B Preferred will require approval of the holders of Series B Preferred, as described below in “Voting Rights.”

 

No Maturity, Sinking Fund or Mandatory Redemption

 

The Series B Preferred has no stated maturity and will not be subject to any sinking fund or mandatory redemption. Shares of the Series B Preferred will remain outstanding indefinitely unless we decide to redeem or otherwise repurchase them. We are not required to set aside funds to redeem the Series B Preferred.

 

Ranking

 

The Series B Preferred will rank, with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up:

 

  (1) senior to all classes or series of our common stock (except where common stockholders have contractual rights and preferences described in paragraph (2) below) and to all other equity securities issued by us other than equity securities referred to in paragraph (3) below;
  (2) junior to future equity securities issued by us with terms specifically providing that those equity securities rank senior to the Series B Preferred with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up (See “Voting Rights” below);
  (3) effectively junior to all of our existing and future indebtedness (including indebtedness convertible to our common stock or preferred stock).

 

Dividends

 

Holders of shares of Series B Preferred are entitled to receive, when, as and if declared by the Board, out of funds of the Company legally available for the payment of dividends, cumulative cash dividends at the rate of 13% of the Stated Value of $25 per share per annum (equivalent to $3.25 per annum per share). Plan of Distribution – Escrow Agreement.” Dividends on the Series B Preferred are be payable monthly on the 15th day of each month; provided that if any dividend payment date is not a business day, as defined in the Certificate of Designations, then the dividend that would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day and no interest, additional dividends or other sums will accrue on the amount so payable for the period from and after that dividend payment date to that next succeeding business day. Any dividend payable on the Series B Preferred, including dividends payable for any partial dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. However, the shares of Series B Preferred offered hereby will be credited as having accrued dividends since the first day of the calendar month in which they are issued. Dividends will be payable to holders of record as they appear in our stock records for the Series B Preferred at the close of business on the applicable Dividend Record Date, which shall be the last day of the calendar month, whether or not a business day, immediately preceding the month in which the applicable dividend payment date falls. As a result, holders of shares of Series B Preferred will not be entitled to receive dividends on a dividend payment date if such shares were not issued and outstanding on the applicable Dividend Record Date.

 

83
 

 

No dividends on shares of Series B Preferred shall be authorized by our Board or paid or set apart for payment by us at any time when the terms and provisions of any agreement of ours, including any agreement relating to our indebtedness, prohibit the authorization, payment or setting apart for payment thereof or provide that the authorization, payment or setting apart for payment thereof would constitute a breach of the agreement or a default under the agreement, or if the authorization, payment or setting apart for payment shall be restricted or prohibited by law. You should review the information appearing above under “Risk Factors—We may not be able to pay dividends on the Series B Preferred” for information as to, among other things, other circumstances under which we may be unable to pay dividends on the Series B Preferred.

 

Notwithstanding the foregoing, dividends on the Series B Preferred will accrue whether or not we have earnings, whether or not there are funds legally available for the payment of those dividends and whether or not those dividends are declared by our Board. No interest, or sum in lieu of interest, will be payable in respect of any dividend payment or payments on the Series B Preferred that may be in arrears, and holders of the Series B Preferred will not be entitled to any dividends in excess of full cumulative dividends described above. Any dividend payment made on the Series B Preferred shall first be credited against the earliest accumulated but unpaid dividend due with respect to those shares.

 

Future distributions on our common stock and preferred stock, including the Series B Preferred will be at the discretion of our Board and will depend on, among other things, our results of operations, cash flow from operations, financial condition and capital requirements, any debt service requirements and any other factors our Board deems relevant. Accordingly, we cannot guarantee that we will be able to make cash distributions on our preferred stock or what the actual distributions will be for any future period.

 

Unless full cumulative dividends on all shares of Series B Preferred have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods, no dividends (other than in shares of common stock or in shares of any series of preferred stock that we may issue ranking junior to the Series B Preferred as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up) shall be declared or paid or set aside for payment upon shares of our common stock or preferred stock that we may issue ranking junior to, or on a parity with, the Series B Preferred as to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up. Nor shall any other distribution be declared or made on shares of our common stock or preferred stock that we may issue ranking junior to, or on a parity with, the Series B Preferred as to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up. Also, any shares of our common stock or preferred stock that we may issue ranking junior to or on a parity with the Series B Preferred as to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up shall not be redeemed, purchased or otherwise acquired for any consideration (or any moneys paid to or made available for a sinking fund for the redemption of any such shares) by us (except by conversion into or exchange for our other capital stock that we may issue ranking junior to the Series B Preferred as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up).

 

When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series B Preferred and the shares of any other series of preferred stock that we may issue ranking on a parity as to the payment of dividends with the Series B Preferred, all dividends declared on the Series B Preferred and any other series of preferred stock that we may issue ranking on a parity as to the payment of dividends with the Series B Preferred shall be declared pro rata so that the amount of dividends declared per share of Series B Preferred and such other series of preferred stock that we may issue shall in all cases bear to each other the same ratio that accrued dividends per share on the Series B Preferred and such other series of preferred stock that we may issue (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series B Preferred that may be in arrears.

 

Liquidation Preference

 

In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of Series B Preferred will be entitled to be paid out of the assets we have legally available for distribution to our stockholders, with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $25 per share, plus an amount equal to any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets is made to holders of our common stock or any other class or series of our capital stock we may issue that ranks junior to the Series B Preferred as to liquidation rights.

 

In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series B Preferred and the corresponding amounts payable on all shares of other classes or series of our capital stock that we may issue ranking on a parity with the Series B Preferred in the distribution of assets, then the holders of the Series B Preferred and all other such classes or series of capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

 

84
 

 

Holders of Series B Preferred will be entitled to written notice of any such liquidation, dissolution or winding up of no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred will have no right or claim to any of our remaining assets. The consolidation or merger of us with or into any other corporation, trust or entity or of any other entity with or into us, or the sale, lease, transfer or conveyance of all or substantially all of our property or business, shall not be deemed a liquidation, dissolution or winding up of us (although such events may give rise to the special optional redemption to the extent described below).

 

Redemption

 

The Series B Preferred is not redeemable by us prior to the three-year anniversary of the date of first issuance of each respective share, except upon a change of control.

 

On and after the three year anniversary of the date of each issuance, we may, at our option and upon not less than 30 nor more than 60 days’ written notice, redeem the Series B Preferred, in whole or in part, at any time or from time to time, for cash at a redemption price of $25 per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption.

 

Upon the occurrence of a change of control, whether before or after the three year anniversary of the date of the first issuance, we may, at our option, upon not less than 30 nor more than 60 days’ written notice, redeem the Series B Preferred, in whole or in part, within 120 days after notice of such Change of Control, for cash at a redemption price of $25 per share, plus any accumulated and unpaid dividends thereon to, but not including, the redemption date.

 

A “Change of Control” is deemed to occur when any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions shall have acquired our stock entitling that person to exercise more than 50% of the total voting power of all our stock entitled to vote generally in the election of our directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition).

 

Redemption Procedures

 

In the event we elect to redeem Series B Preferred, the notice of redemption will be mailed to each holder of record of the Series B Preferred called for redemption at such holder’s address as it appear on our stock transfer records, not less than 30 nor more than 60 days prior to the redemption date, and will state the following:

 

  the redemption date;
  the number of shares of Series B Preferred to be redeemed;
  the redemption price of $25 per share plus any accrued but unpaid dividends;
  the place or places where certificates (if any) for the Series B Preferred are to be surrendered for payment of the redemption price;
  that dividends on the shares to be redeemed will cease to accumulate on the redemption date;
  if applicable, that such redemption is being made in connection with a Change of Control and, in that case, a brief description of the transaction or transactions constituting such Change of Control.

 

If less than all of the Series B Preferred held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series B Preferred held by such holder to be redeemed. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series B Preferred except as to the holder to whom notice was defective or not given.

 

Holders of Series B Preferred to be redeemed shall surrender the Series B Preferred at the place designated in the notice of redemption and shall be entitled to the redemption price and any accumulated and unpaid dividends payable upon the redemption following the surrender. If notice of redemption of any shares of Series B Preferred has been given and if we have irrevocably set aside the funds necessary for redemption in trust for the benefit of the holders of the shares of Series B Preferred so called for redemption, then from and after the redemption date (unless default shall be made by us in providing for the payment of the redemption price plus accumulated and unpaid dividends, if any), dividends will cease to accrue on those shares of Series B Preferred, those shares of Series B Preferred shall no longer be deemed outstanding and all rights of the holders of those shares will terminate, except the right to receive the redemption price plus accumulated and unpaid dividends, if any, payable upon redemption. If any redemption date is not a business day, then the redemption price and accumulated and unpaid dividends, if any, payable upon redemption may be paid on the next business day and no interest, additional dividends or other sums will accrue on the amount payable for the period from and after that redemption date to that next business day. If less than all of the outstanding Series B Preferred is to be redeemed, the Series B Preferred to be redeemed shall be selected pro rata (as nearly as may be practicable without creating fractional shares) or by any other equitable method we determine.

 

85
 

 

In connection with any redemption of Series B Preferred, we shall pay, in cash, any accumulated and unpaid dividends to, but not including, the redemption date, unless a redemption date falls after a Dividend Record Date and prior to the corresponding dividend payment date, in which case each holder of Series B Preferred at the close of business on such Dividend Record Date shall be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares before such dividend payment date. Except as provided above, we will make no payment or allowance for unpaid dividends, whether or not in arrears, on shares of the Series B Preferred to be redeemed.

 

Unless full cumulative dividends on all shares of Series B Preferred have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods, no shares of Series B Preferred shall be redeemed unless all outstanding shares of Series B Preferred are simultaneously redeemed and we shall not purchase or otherwise acquire directly or indirectly any shares of Series B Preferred (except by exchanging it for our capital stock ranking junior to the Series B Preferred as to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up); provided, however, that the foregoing shall not prevent the purchase or acquisition by us of shares of Series B Preferred pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series B Preferred.

 

Subject to applicable law, we may purchase shares of Series B Preferred in the open market, by tender or by private agreement. Any shares of Series B Preferred that we acquire may be retired and reclassified as authorized but unissued shares of preferred stock, without designation as to class or series, and may thereafter be reissued as any class or series of preferred stock.

 

Voting Rights

 

Holders of the Series B Preferred do not have any voting rights, except as set forth below or as otherwise required by the NRS.

 

On each matter on which holders of Series B Preferred are entitled to vote, each share of Series B Preferred will be entitled to one vote.

 

So long as any shares of Series B Preferred remain outstanding, we will not, without the affirmative vote or consent of the holders of at least two-thirds of the votes entitled to be cast by the holders of the Series B Preferred outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting together as a class with all other series of parity preferred stock that we may issue upon which like voting rights have been conferred and are exercisable), (a) authorize or create, or increase the authorized or issued amount of, any class or series of capital stock ranking senior to the Series B Preferred with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassify any of our authorized capital stock into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (b) amend, alter, repeal or replace our amended and restated Certificate of Incorporation, including by way of a merger, consolidation or otherwise in which we may or may not be the surviving entity, so as to materially and adversely affect and deprive holders of Series B Preferred of any right, preference, privilege or voting power of the Series B Preferred (each, an “Event”). An increase in the amount of the authorized preferred stock, including the Series B Preferred, or the creation or issuance of any additional Series B Preferred or other series of preferred stock that we may issue, or any increase in the amount of authorized shares of such series, in each case ranking on a parity with or junior to the Series B Preferred with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed an Event and will not require us to obtain two-thirds of the votes entitled to be cast by the holders of the Series B Preferred and all such other similarly affected series, outstanding at the time (voting together as a class).

 

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of Series B Preferred shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption.

 

Except as expressly stated in the Certificate of Designations, filed as Exhibit __ hereto, or as may be required by applicable law, the Series B Preferred do not have any relative, participating, optional or other special voting rights or powers and the consent of the holders thereof shall not be required for the taking of any corporate action.

 

No Conversion Rights

 

The Series B Preferred is not convertible into our common stock or any other security of the Company.

 

86
 

 

No Preemptive Rights

 

The holders of the Series B Preferred will not, as holders of Series B Preferred, have any preemptive rights to purchase or subscribe for our common stock or any other security.

 

Change of Control

 

Provisions in our Certificate of Incorporation and Bylaws may make it difficult and expensive for a third party to pursue a tender offer, change of control or takeover attempt, which is opposed by management and our Board.

 

Anti-Dilution Rights

 

The Certificate of Designations for the Series B Preferred provides that if we effect a stock dividend, a stock split or a reverse split of the Series B Preferred, the dividend and redemption rates will be proportionately adjusted.

 

Warrants

 

Holders of each Warrant may purchase one share of our Common Stock at an exercise price of $_.00 per share, subject to adjustment as discussed below under “Exercise Price/Adjustment”, immediately following the sale of each Unit and terminating at 5:00 p.m., New York City time, for a period of five years after the date of issuance.

 

Exercisability

 

The Warrants are exercisable at any time after their original issuance and at any time up to the date that is five years after their original issuance. The Warrants may be exercised upon surrender of the Warrant certificate on or prior to the expiration date at the offices of our stock transfer agent , with the exercise form on the reverse side of the Warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised.

 

Exercise Limitation

 

A holder may not exercise any portion of a Warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% of the outstanding common stock after exercise, as such percentage ownership is determined in accordance with the terms of the Warrant, except that upon prior notice from the holder to us, the holder may waive such limitation up to a percentage not in excess of 9.99%.

 

Exercise Price/Adjustment

 

The exercise price of the Warrants is $_.00 per share (“Exercise Price”). The Exercise Price is subject to proportionate adjustment in the event of certain stock dividends and distributions, stock splits, reverse splits, reclassifications or similar events affecting our common stock.

 

In addition, the exercise price of the Warrants is subject to adjustment in the event during the five year exercise period from the original issuance of the Warrants, if we sell any shares of our Common Stock or securities exchangeable or exercisable or convertible into our Common Stock, subject to certain exceptions, at a price per share less than the exercise price of the Warrants then in effect or without consideration.

 

Fractional Shares

 

No fractional shares of our common stock will be issued upon exercise of the Warrants. If, upon exercise of any Warrant, a holder would be entitled to receive a fractional interest in a share of our common stock, we will, upon exercise, round up to the number of shares of commons stock to the next whole share.

 

Transferability

 

Subject to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.

 

87
 

 

Warrant Agent; Global Certificate

 

The Warrants will be issued in registered form under a warrant agent agreement between the Warrant Agent and us. The Warrants shall initially be represented only by one or more global warrants deposited with the Warrant Agent, as custodian on behalf of The Depository Trust Company (DTC) and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.

 

Rights as a Stockholder

 

The Warrant holders do not have the rights or privileges of holders of our common stock or any voting rights until their respective Warrants are exercised and shares of our common stock are issued upon such exercise. After the issuance of shares of common stock upon exercise of the Warrants, each holder will be entitled to one vote for each share held of record on all matters on which our stockholders are entitled to vote.

 

Governing Law

 

The Warrants and he warrant agent agreement are governed by Nevada law.

 

Trading Market

 

We expect that the Units, the Series B Preferred and the Warrants will be quoted on the OTCQB under the symbols INVUU, INVUB AND INVUW, respectively.

 

Our goal is to apply to Nasdaq or OTCQX or OTCQB to list our Common Stock, Units, Series B Preferred, and Warrants on that exchange but there can be no assurance that any of our securities will, in fact, qualify for listing or quotation on Nasdaq or the OTCQX or OTCQB. We presently do not meet all of Nasdaqs quantitative initial listing requirements or the OTCQX quotation requirements. If in the future we believe we do comply with the Nasdaq initial listing quantitative requirements, we must also meet its qualitative requirements. We cannot assure you that any of our securities will be listed on Nasdaq, OTCQX or OTCQB. However, our plan is to have the initial closing of our Units after the sale of 200,000 Units, resulting in proceeds of $5.0 million which will qualify for quotation on the OTCQB, provided that we have the minimum number of holders of the Series B Preferred and Warrants. See Risk Factors.

 

Transfer Agent and Registrar

 

Standard Registrar & Transfer Co., Inc will act as the registrar, transfer agent and dividend and redemption price disbursing agent in respect of the Series B Preferred. The principal business address of Standard Registrar & Transfer Co., Inc. is 440 East 400 South Suite 200 Salt Lake City, UT 84111. Phone: 801-571-8844 Fax: 801-328-4058.

 

88
 

 

Certain U.S. Federal Income Tax Considerations

 

The following discussion summarizes certain U.S. federal income tax considerations that may be applicable to “U.S. holders” and “non-U.S. holders” (each as defined below) with respect to the purchase, ownership and disposition of the Series B Preferred offered by this prospectus. This discussion only applies to purchasers who purchase and hold the Series B Preferred as a capital asset within the meaning of Section 1221 of the Code (generally property held for investment). This discussion does not describe all of the tax consequences that may be relevant to each purchaser or holder of the Series B Preferred in light of its particular circumstances.

 

This discussion is based upon provisions of the Code, Treasury regulations, rulings and judicial decisions as of the date hereof. These authorities may change, perhaps retroactively, which could result in U.S. federal income tax consequences different from those summarized below. This discussion does not address all aspects of U.S. federal income taxation (such as the alternative minimum tax) and does not describe any foreign, state, local or other tax considerations that may be relevant to a purchaser or holder of the Series B Preferred in light of their particular circumstances. In addition, this discussion does not describe the U.S. federal income tax consequences applicable to a purchaser or a holder of the Series B Preferred who is subject to special treatment under U.S. federal income tax laws (including, a corporation that accumulates earnings to avoid U.S. federal income tax, a pass-through entity or an investor in a pass-through entity, a tax-exempt entity, pension or other employee benefit plans, financial institutions or broker-dealers, persons holding the Series B Preferred as part of a hedging or conversion transaction or straddle, a person subject to the alternative minimum tax, an insurance company, former U.S. citizens or former long-term U.S. residents). We cannot assure you that a change in law will not significantly alter the tax considerations that we describe in this discussion.

 

If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds the Series B Preferred, the U.S. federal income tax treatment of a partner of that partnership generally will depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding the Series B Preferred, you should consult your tax advisors as to the particular U.S. federal income tax consequences of holding and disposing of the Series B Preferred.

 

You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of these securities, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

 

U.S. Holders

 

Subject to the qualifications set forth above, the following discussion summarizes certain U.S. federal income tax considerations that may relate to the purchase, ownership and disposition of the Series B Preferred by “U.S. holders.” You are a “U.S. holder” if you are a beneficial owner of Series B Preferred and you are for U.S. federal income tax purposes;

 

- an individual citizen or resident of the United States;
- a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
- an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
- a trust if it (i) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

 

Distributions in General. If distributions are made with respect to the Series B Preferred, such distributions will be treated as dividends to the extent of our current or accumulated earnings and profits as determined under the Code. We do not, however, currently have current or accumulated earnings and profits. Any portion of a distribution that exceeds such earnings and profits will first be applied to reduce a U.S. holder’s tax basis in the Series B Preferred on a share-by-share basis, and the excess will be treated as gain from the disposition of the Series B Preferred, the tax treatment of which is discussed below under “Certain U.S. Federal Income Tax Considerations – U.S. Holders: Disposition of Series B Preferred, Including Redemptions.”

 

Under current law, dividends received by individual holders of the Series B Preferred will be subject to a reduced maximum tax rate of 20% if such dividends are treated as “qualified dividend income” for U.S. federal income tax purposes. The rate reduction does not apply to dividends received to the extent that the individual shareholder elects to treat the dividends as “investment income,” which may be offset against investment expenses. Furthermore, the rate reduction does not apply to dividends that are paid to individual stockholders with respect to Series B Preferred that is held for 60 days or less during the 121 day period beginning on the date which is 60 days before the date on which the Series B Preferred becomes ex-dividend (or where the dividend is attributable to a period or periods in excess of 366 days, Series B Preferred that is held for 90 days or less during the 181 day period beginning on the date which is 90 days before the date on which the Series B Preferred becomes ex-dividend). Also, if a dividend received by an individual shareholder that qualifies for the rate reduction is an “extraordinary dividend” within the meaning of Section 1059 of the Code, any loss recognized by such individual shareholder on a subsequent disposition of the stock will be treated as long-term capital loss to the extent of such “extraordinary dividend,” irrespective of such shareholder’s holding period for the stock. In addition, dividends recognized by U.S. holders that are individuals could be subject to the 3.8% tax on net investment income. Individual stockholders should consult their own tax advisors regarding the implications of these rules in light of their particular circumstances.

 

89
 

 

Dividends received by corporate stockholders generally will be eligible for the dividends-received deduction. Generally, this deduction is allowed if the underlying stock is held for at least 46 days during the 91 day period beginning on the date 45 days before the ex-dividend date of the stock, and for cumulative preferred stock with an arrearage of dividends attributable to a period in excess of 366 days, the holding period is at least 91 days during the 181 day period beginning on the date 90 days before the ex-dividend date of the stock. Corporate stockholders of the Series B Preferred should also consider the effect of Section 246A of the Code, which reduces the dividends-received deduction allowed to a corporate shareholder that has incurred indebtedness that is “directly attributable” to an investment in portfolio stock such as preferred stock. If a corporate shareholder receives a dividend on the Series B Preferred that is an “extraordinary dividend” within the meaning of Section 1059 of the Code, the shareholder in certain instances must reduce its basis in the Series B Preferred by the amount of the “nontaxed portion” of such “extraordinary dividend” that results from the application of the dividends-received deduction. If the “nontaxed portion” of such “extraordinary dividend” exceeds such corporate shareholder’s basis, any excess will be taxed as gain as if such shareholder had disposed of its shares in the year the “extraordinary dividend” is paid. Each domestic corporate holder of the Series B Preferred is urged to consult with its tax advisors with respect to the eligibility for and the amount of any dividends received deduction and the application of Code Section 1059 to any dividends it may receive on the Series B Preferred.

 

Constructive Distributions on Series B Preferred. A distribution by a corporation of its stock deemed made with respect to its preferred stock is treated as a distribution of property to which Section 301 of the Code applies. If a corporation issues preferred stock that may be redeemed at a price higher than its issue price, the excess (a “redemption premium”) is treated under certain circumstances as a constructive distribution (or series of constructive distributions) of additional preferred stock. The constructive distribution of property equal to the redemption premium would accrue without regard to the holder’s method of accounting for U.S. federal income tax purposes at a constant yield determined under principles similar to the determination of original issue discount (“OID”) pursuant to Treasury regulations under Sections 1271 through 1275 of the Code (the “OID Rules”). The constructive distributions of property would be treated for U.S. federal income tax purposes as actual distributions of the Series B Preferred that would constitute a dividend, return of capital or capital gain to the holder of the stock in the same manner as cash distributions described under “Certain U.S. Federal Income Tax Considerations – U.S. Holders: Distributions in General.” The application of principles similar to those applicable to debt instruments with OID to a redemption premium for the Series B Preferred is uncertain.

 

We have the right to call the Series B Preferred for redemption on or after November 4, 2020 (the “call option”), and have the option to redeem the Series B Preferred upon any Change of Control (the “contingent call option”). The stated redemption price of the Series B Preferred upon any redemption pursuant to our call option or contingent call option is equal to the liquidation preference of the Series B Preferred (i.e., $25.00, plus accrued and unpaid dividends) and is payable in cash.

 

If the redemption price of the Series B Preferred exceeds the issue price of the Series B Preferred Stock upon any redemption pursuant to our call option or contingent call option, the excess will be treated as a redemption premium that may result in certain circumstances in a constructive distribution or series of constructive distributions to U.S. holders of additional Series B Preferred. The redemption price for the Series B Preferred should be the liquidation preference of the Series B Preferred Assuming that the issue price of the Series B Preferred is determined under principles similar to the OID Rules, the issue price for the Series B Preferred should be the initial Offering price to the public (excluding bond houses and brokers) at which a substantial amount of the Series B Preferred is sold.

 

A redemption premium for the Series B Preferred should not result in constructive distributions to U.S. holders of the Series B Preferred if the redemption premium is less than a de-minimis amount as determined under principles similar to the OID Rules. A redemption premium for the Series B Preferred should be considered de-minimis if such premium is less than .0025 of the Series B Preferred liquidation value of $__ at maturity, multiplied by the number of complete years to maturity. Because the determination under the OID Rules of a maturity date for the Series B Preferred is unclear, the remainder of this discussion assumes that the Series B Preferred is issued with a redemption premium greater than a de-minimis amount.

 

The call option should not require constructive distributions of the redemption premium, if based on all of the facts and circumstances as of the issue date, a redemption pursuant to the call option is not more likely than not to occur. The Treasury regulations provide that an issuer’s right to redeem will not be treated as more likely than not to occur if: (i) the issuer and the holder of the stock are not related within the meaning of Section 267(b) or Section 707(b) of the Code (substituting “20%” for the phrase “50%); (ii) there are no plans, arrangements, or agreements that effectively require or are intended to compel the issuer to redeem the stock; and (iii) exercise of the right to redeem would not reduce the yield on the stock determined using principles applicable to the determination of OID under the OID Rules. The fact that a redemption right is not within the safe harbor described in the preceding sentence does not mean that an issuer’s right to redeem is more likely than not to occur and the issuer’s right to redeem must still be tested under all the facts and circumstances to determine if it is more likely than not to occur. We do not believe that a redemption pursuant to the call option should be treated as more likely than not to occur under the foregoing test. Accordingly, no U.S. holder of the Series B Preferred should be required to recognize constructive distributions of the redemption premium because of our call option.

 

90
 

 

Disposition of Series B Preferred, Including Redemptions. Upon any sale, exchange, redemption (except as discussed below) or other disposition of the Series B Preferred, a U.S. holder will recognize capital gain or loss equal to the difference between the amount realized by the U.S. holder and the U.S. holder’s adjusted tax basis in the Series B Preferred. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for the Series B Preferred is longer than one year. A U.S. holder should consult its own tax advisors with respect to applicable tax rates and netting rules for capital gains and losses. Certain limitations exist on the deduction of capital losses by both corporate and non-corporate taxpayers. In addition, gains recognized by U.S. holders that are individuals could be subject to the 3.8% tax on net investment income.

 

A redemption of shares of the Series B Preferred will generally be a taxable event. If the redemption is treated as a sale or exchange, instead of a dividend, a U.S. holder will recognize capital gain or loss (which will be long-term capital gain or loss, if the U.S. holder’s holding period for such Series B Preferred exceeds one year) equal to the difference between the amount realized by the U.S. holder and the U.S. holder’s adjusted tax basis in the Series B Preferred redeemed, except to the extent that any cash received is attributable to any accrued but unpaid dividends on the Series B Preferred, which will be subject to the rules discussed above in “Certain U.S. Federal Income Tax Considerations – U.S. Holders: Distributions in General.” A payment made in redemption of Series B Preferred may be treated as a dividend, rather than as payment in exchange for the Series B Preferred, unless the redemption:

 

is “not essentially equivalent to a dividend” with respect to a U.S. holder under Section 302(b)(1) of the Code;
is a “substantially disproportionate” redemption with respect to a U.S. holder under Section 302(b)(2) of the Code;
results in a “complete redemption” of a U.S. holder’s stock interest in the company under Section 302(b)(3) of the Code; or
is a redemption of stock held by a non-corporate shareholder, which results in a partial liquidation of the company under Section 302(b)(4) of the Code.

 

In determining whether any of these tests has been met, a U.S. holder must take into account not only shares of the Series B Preferred and the common stock that the U.S. Holder actually owns, but also shares of stock that the U.S. holder constructively owns within the meaning of Section 318 of the Code.

 

A redemption payment will be treated as “not essentially equivalent to a dividend” if it results in a “meaningful reduction” in a U.S. holder’s aggregate stock interest in the company, which will depend on the U.S. holder’s particular facts and circumstances at such time. If the redemption payment is treated as a dividend, the rules discussed above in “Certain U.S. Federal Income Tax Considerations – U.S. Holders: Distributions in General” apply.

 

Satisfaction of the “complete redemption” and “substantially disproportionate” exceptions is dependent upon compliance with the objective tests set forth in Section 302(b)(3) and Section 302(b)(2) of the Code, respectively. A redemption will result in a “complete redemption” if either all of the shares of our stock actually and constructively owned by a U.S. holder are exchanged in the redemption or all of the shares of our stock actually owned by the U.S. holder are exchanged in the redemption and the U.S. holder is eligible to waive, and the U.S. holder effectively waives, the attribution of shares of our stock constructively owned by the U.S. holder in accordance with the procedures described in Section 302(c)(2) of Code. A redemption does not qualify for the “substantially disproportionate” exception if the stock redeemed is only non-voting stock, and for this purpose, stock which does not have voting rights until the occurrence of an event is not voting stock until the occurrence of the specified event. Accordingly, any redemption of the Series B Preferred generally will not qualify for this exception because the voting rights are limited as provided in the “Description of Series B Preferred -Voting Rights.” For purposes of the “redemption from non-corporate stockholders in a partial liquidation” test, a distribution will be treated as in partial liquidation of a corporation if the distribution is not essentially equivalent to a dividend (determined at the corporate level rather than the shareholder level) and the distribution is pursuant to a plan and occurs within the taxable year in which the plan was adopted or within the succeeding taxable year. For these purposes, a distribution is generally not essentially equivalent to a dividend if the distribution results in a corporate contraction. The determination of what constitutes a corporate contraction is factual in nature, and has been interpreted under case law to include the termination of a business or line of business. Each U.S. holder of the Series B Preferred should consult its own tax advisors to determine whether a payment made in redemption of the Series B Preferred will be treated as a dividend or a payment in exchange for the Series B Preferred. If the redemption payment is treated as a dividend, the rules discussed above in “Certain U.S. Federal Income Tax Considerations – U.S. Holders: Distributions in General” apply. Under proposed Treasury regulations, if any amount received by a U.S. holder in redemption of Series B Preferred is treated as a distribution with respect to such holder’s Series B Preferred, but not as a dividend, such amount will be allocated to all shares of the Series B Preferred held by such holder immediately before the redemption on a pro rata basis. The amount applied to each share will reduce such holder’s adjusted tax basis in that share and any excess after the basis is reduced to zero will result in taxable gain. If such holder has different bases in shares of the Series B Preferred, then the amount allocated could reduce a portion of the basis in certain shares while reducing all of the basis, and giving rise to taxable gain, in other shares. Thus, such holder could have gain even if such holder’s aggregate adjusted tax basis in all shares of the Series B Preferred held exceeds the aggregate amount of such distribution.

 

91
 

 

The proposed Treasury regulations permit the transfer of basis in the redeemed shares of the Series B Preferred to the holder’s remaining, unredeemed Series B Preferred (if any), but not to any other class of stock held, directly or indirectly, by the holder. Any unrecovered basis in the Series B Preferred would be treated as a deferred loss to be recognized when certain conditions are satisfied. The proposed Treasury regulations would be effective for transactions that occur after the date the regulations are published as final Treasury regulations. There can, however, be no assurance as to whether, when and in what particular form such proposed Treasury regulations are ultimately finalized.

 

Information Reporting and Backup Withholding. Information reporting and backup withholding may apply with respect to payments of dividends on the Series B Preferred and to certain payments of proceeds on the sale or other disposition of the Series B Preferred. Certain non-corporate U.S. holders may be subject to U.S. backup withholding (currently at a rate of 24%) on payments of dividends on the Series B Preferred and certain payments of proceeds on the sale or other disposition of the Series B Preferred unless the beneficial owner thereof furnishes the payor or its agent with a taxpayer identification number, certified under penalties of perjury, and certain other information, or otherwise establishes, in the manner prescribed by law, an exemption from backup withholding. U.S. backup withholding tax is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, which may entitle the U.S. holder to a refund, provided the U.S. holder timely furnishes the required information to the Internal Revenue Service.

 

Non-U.S. Holders

 

Subject to the qualifications set forth above under the caption “Certain U.S. Federal Income Tax Considerations,” the following discussion summarizes certain U.S. federal income tax consequences of the purchase, ownership and disposition of the Series B Preferred by certain “Non-U.S. holders.” You are a “Non-U.S. holder” if you are a beneficial owner of the Series B Preferred and you are not a “U.S. holder.”

 

Distributions on the Series B Preferred. If distributions are made with respect to the Series B Preferred, such distributions will be treated as dividends to the extent of our current and accumulated earnings and profits as determined under the Code and may be subject to withholding as discussed below. Any portion of a distribution that exceeds our current and accumulated earnings and profits will first be applied to reduce the Non-U.S. holder’s basis in the Series B Preferred and, to the extent such portion exceeds the Non-U.S. holder’s basis, the excess will be treated as gain from the disposition of the Series B Preferred, the tax treatment of which is discussed below under “Certain U.S. Federal Income Tax Considerations – Non-U.S. Holders: Disposition of Series B Preferred, Including Redemptions.” In addition, if we are a U.S. real property holding corporation, i.e. a “USRPHC,” and any distribution exceeds our current and accumulated earnings and profits, we will need to choose to satisfy our withholding requirements either by treating the entire distribution as a dividend, subject to the withholding rules in the following paragraph (and withhold at a minimum rate of 30% or such lower rate as may be specified by an applicable income tax treaty for distributions from a USRPHC), or by treating only the amount of the distribution equal to our reasonable estimate of our current and accumulated earnings and profits as a dividend, subject to the withholding rules in the following paragraph, with the excess portion of the distribution subject to withholding at a rate of 15% or such lower rate as may be specified by an applicable income tax treaty as if such excess were the result of a sale of shares in a USRPHC (discussed below under “Certain U.S. Federal Income Tax Considerations – Non-U.S. Holders: Disposition of Series B Preferred, Including Redemptions”), with a credit generally allowed against the Non-U.S. holder’s U.S. federal income tax liability in an amount equal to the amount withheld from such excess.

 

Dividends paid to a Non-U.S. holder of the Series B Preferred will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, where a tax treaty applies, are attributable to a permanent establishment maintained by the Non-U.S. holder in the United States) are not subject to the withholding tax, provided that certain certification and disclosure requirements are satisfied including completing Internal Revenue Service Form W-8ECI (or other applicable form). Instead, such dividends are subject to U.S. federal income tax on a net income basis in the same manner as if the Non-U.S. holder were a United States person as defined under the Code, unless an applicable income tax treaty provides otherwise. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. A Non-U.S. holder of the Series B Preferred who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required to (i) complete Internal Revenue Service Form W-8BEN or Form W-8BEN-E (or other applicable form) and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits, or (ii) if the Series B Preferred is held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable Treasury regulations. A Non-U.S. holder of the Series B Preferred eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the Internal Revenue Service.

 

92
 

 

Disposition of Series B Preferred, Including Redemptions. Any gain realized by a Non-U.S. holder on the disposition of the Series B Preferred will not be subject to U.S. federal income or withholding tax unless:

 

the gain is effectively connected with a trade or business of the Non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. holder in the United States);
the Non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition, and certain other conditions are met; or
we are or have been a USRPHC for U.S. federal income tax purposes, as such term is defined in Section 897I of the Code, and such Non-U.S. holder owned directly or pursuant to attribution rules at any time during the five year period ending on the date of disposition more than 5% of the Series B Preferred. This assumes that the Series B Preferred is regularly traded on an established securities market, within the meaning of Section 897(c)(3) of the Code.

 

A Non-U.S. holder described in the first bullet point immediately above will generally be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates in the same manner as if the Non-U.S. holder were a United States person as defined under the Code, and if it is a corporation, may also be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty. An individual Non-U.S. holder described in the second bullet point immediately above will be subject to a flat 30% tax (or at such reduced rate as may be provided by an applicable treaty) on the gain derived from the sale, which may be offset by U.S. source capital losses, even though the individual is not considered a resident of the United States. A Non-U.S. holder described in the third bullet point above will be subject to U.S. federal income tax under regular graduated U.S. federal income tax rates with respect to the gain recognized in the same manner as if the Non-U.S. holder were a United States person as defined under the Code. If a Non-U.S. holder is subject to U.S. federal income tax on any sale, exchange, redemption (except as discussed below), or other disposition of the Series B Preferred, such a Non-U.S. holder will recognize capital gain or loss equal to the difference between the amount realized by the Non-U.S. holder and the Non-U.S. holder’s adjusted tax basis in the Series B Preferred. Such capital gain or loss will be long-term capital gain or loss if the Non-U.S. holder’s holding period for the Series B Preferred is longer than one year. A Non-U.S. holder should consult its own tax advisors with respect to applicable tax rates and netting rules for capital gains and losses. Certain limitations exist on the deduction of capital losses by both corporate and Non-corporate taxpayers. If a Non-U.S. holder is subject to U.S. federal income tax on any disposition of the Series B Preferred, a redemption of shares of the Series B Preferred will be a taxable event. If the redemption is treated as a sale or exchange, instead of a dividend, a Non-U.S. holder generally will recognize long-term capital gain or loss, if the Non-U.S. holder’s holding period for such Series B Preferred exceeds one year, equal to the difference between the amount of cash received and fair market value of property received and the Non-U.S. holder’s adjusted tax basis in the Series B Preferred redeemed, except that to the extent that any cash received is attributable to any accrued but unpaid dividends on the Series B Preferred, which generally will be subject to the rules discussed above in “Certain U.S. Federal Income Tax Considerations - Non-U.S. Holders: Distributions on the Series B Preferred.” A payment made in redemption of the Series B Preferred may be treated as a dividend, rather than as payment in exchange for the Series B Preferred, in the same circumstances discussed above under “Certain U.S. Federal Income Tax Considerations - U.S. Holders: Disposition of Series B Preferred, Including Redemptions.” Each Non-U.S. holder of the Series B Preferred should consult its own tax advisors to determine whether a payment made in redemption of the Series B Preferred will be treated as a dividend or as payment in exchange for the Series B Preferred.

 

Information reporting and backup withholding. We must report annually to the Internal Revenue Service and to each Non-U.S. holder the amount of dividends paid to such Non-U.S. holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the Non-U.S. holder resides under the provisions of an applicable income tax treaty. A Non-U.S. holder will not be subject to backup withholding on dividends paid to such Non-U.S. holder as long as such Non-U.S. holder certifies under penalty of perjury that it is a Non-U.S. holder (and the payor does not have actual knowledge or reason to know that such Non-U.S. holder is a United States person as defined under the Code), or such Non-U.S. holder otherwise establishes an exemption. Depending on the circumstances, information reporting and backup withholding may apply to the proceeds received from a sale or other disposition of the Series B Preferred unless the beneficial owner certifies under penalty of perjury that it is a Non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption. U.S. backup withholding tax is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

 

Foreign Account Tax Compliance Act. Sections 1471 through 1474 of the Code (provisions which are commonly referred to as “FATCA”), generally impose a 30% withholding tax on dividends on Series B Preferred paid on or after July 1, 2014 and the gross proceeds of a sale or other disposition of Series B Preferred paid on or after January 1, 2019 to: (i) a foreign financial institution (as that term is defined in Section 1471(d)(4) of the Code) unless that foreign financial institution enters into an agreement with the U.S. Treasury Department to collect and disclose information regarding U.S. account holders of that foreign financial institution (including certain account holders that are foreign entities that have U.S. owners) and satisfies other requirements; and (ii) specified other foreign entities unless such an entity certifies that it does not have any substantial U.S. owners or provides the name, address and taxpayer identification number of each substantial U.S. owner and such entity satisfies other specified requirements. Non-U.S. holders should consult their own tax advisors regarding the application of FATCA to them and whether it may be relevant to their purchase, ownership and disposition of Series B Preferred.

 

93
 

 

Plan of Distribution

 

The Offering

 

The Units are being offered by our officers and directors without any compensation for selling Units. The Units are offered on a best effort no minimum basis which creates a higher degree of risk for earlier investors. See “Risk Factors.” All proceeds shall be paid to the order of International Financial Enterprise Bank (“IFEB Bank”), with offices in Dallas, TX, also referred to hereinafter as the “Escrow Agent, the Escrow Agent, shall deposit all funds into an escrow account it has created. The Escrow Agent shall retain $9.75 per Unit as a fund to insure investors will receive 13% cash dividends for the initial three years resulting in proceeds to the Company of $15.25 per Unit, prior. The Certificate of Designations for the Series B Preferred requires our Board to declare them, subject to the NRS requirement and limitations.

 

Escrow Agreement

 

Under the terms of the Escrow Agreement, the Escrow Agent will pay all remaining funds to the Company less expenses of the Escrow Agent as proceeds of payment are cleared. However, if the Escrow Agent receives notice that a broker-dealer has sold Units (which notice may be by email form the broker-dealer), the Escrow Agent will (with our consent) pay the broker-dealer the commissions described in the next paragraph.

 

While we do not have any agreements with any broker-dealers to sell Units, we have obtained approval from the Financial Regulatory Authority that broker-dealers who sell Units may receive commissions of [  ]% of the $25 Unit Offering Price or $25.00 per Unit.

 

Legal Matters

 

The validity of the Series B Preferred offered hereby and other certain legal matters will be passed upon for us by The Lonergan Law Firm, LLC, Lawrence R. Lonergan, Esq. We have filed a copy of this opinion as Exhibit 5.1 to the registration statement, of which this prospectus is included, with respect to the securities subject to the Offering.

 

Experts

 

The consolidated financial statements as of March 31, 2019 and 2018 and for each of the years in the two-year period ended March 31, 2019, included in this Form S-1 have been so included in reliance upon the report of Haynie & Company, an independent registered public accounting firm, given on the authority of said firm as an expert in auditing and accounting.

 

Where You Can Find MORE Information

 

We have filed with the SEC, Washington, D.C. 20549, under the Securities Act, a registration statement on Form S-1 relating to the shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information respecting our company and the shares offered by this prospectus, you should refer to the registration statement, including the exhibits and schedules thereto. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The SEC’s internet address is http://www.sec.gov.

 

Statements contained in this prospectus as to the contents of any contract or other document that we have filed as an exhibit to the registration statement are qualified in their entirety by reference to the exhibits for a complete statement of their terms and conditions.

 

The representations, warranties, and covenants made by us in any agreement that is filed as an exhibit to the registration statement of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty, or covenant to you. Moreover, such representations, warranties, or covenants were made as of an earlier date. Accordingly, such representations, warranties, and covenants should not be relied on as accurately representing the current state of our affairs.

 

We file periodic reports, proxy statements, and other information with the SEC in accordance with requirements of the Exchange Act. We make available through our website, free of charge, copies of these reports as soon as reasonably practicable after we electronically file or furnish them to the SEC. Our website is located at http://www.InvestView.com. You can also request copies of such documents, free of charge, by contacting us at 732-889-4300.

 

Information contained on our website is not a prospectus and does not constitute a part of this prospectus.

 

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

Our directors and officers are indemnified as provided by Section 145 of the Nevada General Corporation Law and our amended and restated bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have 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 our payment of expenses incurred or paid by our director, officer or controlling person 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, we will, unless in the opinion of our 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.

 

94
 

 

2,000,000 Units

Each Unit Consisting of

One Share of 13% Series B Preferred Cumulative Redeemable Perpetual Preferred Stock and

Five Warrants Each Exercisable to Purchase One Share of Common Stock

Liquidation Preference $25 per Series B Preferred Stock

 

Investview, Inc.

 

PROSPECTUS

 

        , 2020

 

95
 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution.

 

The following is an estimate of the expenses (all of which are to be paid by the Company) that we may incur in connection with the securities being registered hereby.

 

Offering Expenses     
SEC registration fee  $

6,620

 
FINRA filing fee  $

31,000

 
Printing expenses  $

3,000

 
Legal fees and expenses  $

25,000

 
Accounting fees and expenses  $35,000 
Miscellaneous  $

25,000

 
Total  $

125,620

 

 

Item 14. Indemnification of Directors and Officers.

 

Our articles of incorporation, by-laws and director indemnification agreements provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of the Company or, in the case of a director, is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Nevada General Corporation Law against all expense, liability and loss reasonably incurred or suffered by such.

 

Section 145 of the Nevada General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

 

Pursuant to Section 102(b)(7) of the Nevada General Corporation Law, Article Seven of our articles of incorporation eliminates the liability of a director to us for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:

 

● from any breach of the director’s duty of loyalty to us;
● from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
● under Section 174 of the Nevada General Corporation Law; and
● from any transaction from which the director derived an improper personal benefit.

 

We have entered into indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in the Bylaws, and we intend to enter into indemnification agreements with any new directors and executive officers in the future.

 

The Company has purchased [and intends to maintain] insurance on behalf of each and any person who is or was a director or officer of the Company against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

 

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 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 Act and will be governed by the final adjudication of such issue.

 

96
 

 

Item 15. Recent Sales of Unregistered Securities.

 

The following information relates to all securities issued or sold by us within the past three years and not registered under the Securities Act of 1933, (the “Securities Act”).

 

In October 2019 we received $175,000 in proceeds from the sale of 7,000,000 shares of our common stock and issued 12,400,000 shares of our common stock for services.

 

In December 2019 we issued 3,218,592 shares of our common stock for services that has not been previously reported in any of our SEC filings.

 

In January and February 2020 we issued 10,000,000 shares of our common stock for services.

 

In August and September 2019 we issued 13,000,000 shares of our common stock for proceeds of $325,000.

 

In July 2019, we entered into a Convertible Promissory Note and received proceeds of $140,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of October 8, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment.

 

In August 2019, we entered into a Convertible Promissory Note and received proceeds of $100,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of November 28, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment.

 

In September 2019, we entered into a Convertible Promissory Note and received proceeds of $125,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of December 10, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment.

 

During the six months ended September 30, 2019, we issued 52,215,648 shares of common stock in exchange for net proceeds of $650,000.

 

In conjunction with the sale of common stock during the year ended March 31, 2018, we provided a guarantee to certain individuals such that we would issue additional shares of our common stock if the average closing price of our common stock fell below $0.02 per share on the 20 days preceding the 18-month anniversary of the date the shares were originally sold. As a result of this guarantee, we had recorded $626,388 in accounts payable and accrued liabilities on our balance sheet as of March 31, 2018. During the year ended March 31, 2019, the 18-month anniversary passed without the common stock falling below the set threshold, therefore, we were released from the guarantee, and we increased additional paid-in capital by $525,000 to remove the previously recorded offering costs. During the six months ended September 30, 2019, the 18-month anniversary passed without the common stock falling below the set threshold, therefore, we were released from the guarantee, and we increased additional paid-in capital by $101,387 to remove the previously recorded offering costs.

 

Also during the six months ended September 30, 2019, we issued 241,000,000 shares of common stock, valued at $3,865,500 based on the market date on the day of issuance, to multiple employees for services and compensation, which is subject to forfeiture if the employee is not in good standing at the time the shares are fully vested. Of the $3,865,500 value we recognized $1,515,915 as an expense during the six months ending September 30, 2019 and the remaining $2,349,585 will be recognized ratably over the vesting term.

 

During the six months ended September 30, 2019 we repurchased 5,150 shares of common stock for $102 and we cancelled 22,500,000 shares that were returned in accordance with the terms of a Convertible Promissory Note (see Note 6), reducing common stock by $22,500 and increasing additional paid in capital by the same. We also cancelled 200,000,000 shares returned in conjunction with the termination of a Joint Venture Agreement entered into in March of 2019, reducing common stock by $200,000, reducing additional paid in capital by $3,180,000, offset with a reduction in our prepaid asset of $3,380,000. During the six months ended September 30, 2019 we recorded a beneficial conversion feature of $1,000,000 related to a convertible promissory note entered into with a related party (see Note 5).

 

On February 7, 2019, the Company executed an amendment to a contract executed on April 8, 2018 for twelve months for consulting services. The Company issued 250,000 shares of common stock at the signing of the contract valued at $30,500 that is being amortized over the life of the contract.

 

On March 22, 2019, the Company issued 3,260,870 shares of common stock to an institutional investor as part of a promissory note for the first tranche payment. These shares are returnable if the Company repays the promissory note before the maturity date. The value of these shares is $375,000 which was recorded as prepaid until the six-month maturity has passed. The Company also issued 1,000,000 shares of common stock to the institutional investor as a commitment fee. The value of these shares is $115,000.

 

On April 2, 2019, the Company issued 800,000 shares of common stock pursuant to a capital call notice in relation to an Equity Purchase Agreement dated June 18, 2018. The capital call totaled $59,100.

 

On May 17, 2019, the Company executed a contract for three months for consulting services. The Company issued 500,000 shares of common stock at the signing of the contract valued at $53,000 that is being amortized over the life of the contract. The contract further indicated that another 500,000 shares were to be issued at the end of three months. The Company issued the second 500,000 shares of common stock on August 20, 2019. The value of the shares is $31,200 and was expensed.

 

On July 10, 2019, the Company issued 2,692,307 shares of common stock to an institutional investor as part of a promissory note for the second tranche payment. These shares are returnable if the Company repays the promissory note before the maturity date. The value of these shares is $167,462 which was recorded as prepaid until the six-month maturity has passed.

 

On September 30, 2019, the Company issued 4,000,000 shares of common stock to an institutional investor as part of a promissory note for the third and final tranche payment. These shares are returnable if the Company repays the promissory note before the maturity date. The value of these shares is $280,000 which was recorded as prepaid until the six-month maturity has passed.

 

97
 

 

On September 25, 2019, the Company executed a contract for six months for consulting services. The contract included the issuance of 250,000 shares of common stock. The value of these shares is $13,750. The shares had not yet been issued at the nine months ended September 30,2019, so the value was recorded as Shares to be Issued.

 

During the nine months ended September 30, 2019, the Company issued 4,749,992 shares of common stock to consultants for services rendered in accordance to consulting agreements. The value of these shares is $466,403

 

During the nine months ended September 30, 2019, the Company issued 20,270,431 shares of common stock for debt conversion totaling $932,667 which includes $889,950 principal, $40,217 accrued interest and $2,500 due diligence fee.

 

During the year ended March 31, 2018, we issued 267,127,500 shares of common stock for net proceeds of $2,495,338. We issued 125,000 shares of common stock with a value of $7,500 for a one-year consulting agreement, 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement, and 94,250,333 shares of common stock with a value of $6,719,734 for consulting and service agreements; of the value of the shares issued for services and the license agreement $6,846,060 was recorded as expense, $3,555 was recorded as a prepaid asset, and $2,133,620 was recorded as a long-term license agreement during the year ended March 31, 2018. 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 year ended March 31, 2018. 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. As a result of the reverse acquisition, we issued 1,358,670,942 shares of common stock. During the year ended March 31, 2018, we entered into an equity distribution agreement that provides for cash advances up to $5,000,000 in exchange for shares of our common stock, to be fulfilled at our request. Pursuant to that agreement, we issued 4,273,504 shares of common stock as a commitment fee, recorded a liability of $250,000 for future commitment fees to be paid, and paid cash of $15,000 for due diligence costs. As a result, common stock increased $4,274 and additional paid in capital decreased by $269,274 to offset any proceeds from future equity transactions resulting from the agreement. During the year ended March 31, 2018, we cancelled 250,000 shares of common stock and 1,300 shares of treasury stock, resulting in a decrease in common stock of $251, a decrease in additional paid in capital of $8,338, and a decrease in treasury stock of $8,589.

 

In conjunction with the sale of common stock during the year ended March 31, 2018, we provided a guarantee to certain individuals such that we would issue additional shares of our common stock if the average closing price of our common stock fell below $0.02 per share on the 20 days preceding the 18-month anniversary of the date the shares were originally sold. As a result of this guarantee we have recorded $626,388 in accounts payable and accrued liabilities on our balance sheet as of March 31, 2018.

 

During the year ended March 31, 2017, we issued 10,670,840 shares of common stock in exchange for $157,500 of cash proceeds. We issued 6,072,200 shares of common stock with a value of $31,775 for legal and consulting services, of which $18,390 was for current year services and $173,647 was for services incurred in previous periods, therefore we recorded a gain on settlement of debt for $160,262. We issued 21,069,580 and 400,000 shares of stock valued at $983,735 and $25,800 for compensation and director fees, respectively, of which $536,575 was for current year services and $472,960 was for amounts previously accrued. We also 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 $1,994,362, $414,160, and $128,490, respectively, and we recognized a gain on the settlement of debt in the amount of $2,163,813. We also 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.

 

During the six months ended September 30, 2018, we issued 50,000,000 shares of common stock for the acquisition of United Games, LLC and United League, LLC. We also issued 1,000,000 shares of common stock, valued at $10,000 based on the market date on the day of issuance, to an employee for compensation, which is subject to forfeiture if the employee is not in good standing six months after the date of issuance. Also during the six months ended September 30, 2018, we repurchased 7,000,000 shares of common stock for $91,000.

 

On December 29, 2018, we issued 3,000,000 shares of our common stock to TRITON FUNDS LLC as a donation as agreed in the Common Stock Purchase Agreement with TRITON FUNDS LP.

 

On January 11, 2019, we entered into a convertible promissory note in the amount of $138,000, with Power Up Lending Group, Ltd. and received proceeds of $138,000. The note incurs interest at 12% per annum and has a maturity date of April 11, 2020.

 

In February 2019, we entered into a securities purchase agreement and convertible promissory note in the amount of $270,000, with Labrys Fund, LP and received proceeds of $243,000. The note incurs interest at 12% per annum and has a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock to the note holder as a commitment fee, provided, however, these shares must be returned to us if the note is fully repaid and satisfied prior to the date that is 180 days following the issue date.

 

On March 6, 2019, we entered into a joint venture agreement with AI Data Consulting LLC and Freedom Enterprise LLC under which the parties will operate a joint venture acquiring, reselling, and operating high-speed computer processing equipment. Under the terms of that agreement, we issued an aggregate of 400,000,000 shares of our common stock to those two entities, all of which are subject to forfeiture if the joint venture does not reach certain milestones established in the agreement.

 

On March 29, 2019, we issued 1,000,000 shares of our common stock to an employee as compensation.

 

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.

 

98
 

 

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
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
3.08  

Amendment of Articles of Incorporation to increase blank check Preferred Shares

 

Incorporated by reference to the Definitive Information Statement filed December 10, 2019

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   The Opinion of The Lonergan Law Firm, LLC   This filing.
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
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

 

99
 

 

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
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
10.36   Purchase Agreement between United Marketing, LLC and Investview, Inc., entered July 20, 2018   Incorporated by reference from Current Report on Form 8-K filed July 25, 2018
10.37   Product Contribution Agreement between Investview, Inc. and WestMyn Technology Services, Inc., entered May 1, 2018   Incorporated by reference from the Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2018, filed September 5, 2018
10.38   Capital Crypto Mining Agreement between Investview, Inc. and WestMyn Technology Services, Inc., entered May 1, 2018   Incorporated by reference from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed September 5, 2018
10.39   Master Services Agreement between Investview, Inc., its assigns, and BYOBitcoin LLC   Incorporated by reference from Current Report on Form 8-K filed September 25, 2018
10.41   Stock Buyback Letter Agreement between Investview, Inc. and Yorkville Advisors Global, LP and its subsidiaries dated September 13, 2018   Incorporated by reference from Current Report on Form 8-K filed September 26, 2018
10.42   Common Stock Purchase Agreement between Investview, Inc. and TRITON FUNDS, LP., entered December 29, 2018   Incorporated by reference to the Current Report on Form 8-K filed January 7, 2019
10.43   Registration Rights Agreement between Investview, Inc. and TRITON FUNDS, LP., entered December 29, 2018   Incorporated by reference to the Current Report on Form 8-K filed January 7, 2019
10.44   Share Donation Agreement between Investview, Inc. and TRITON FUNDS, LP, Ltd., entered December 29, 2018   Incorporated by reference to the Current Report on Form 8-K filed January 7, 2019
 10.45   Joint Venture Agreement among Investview, Inc. and AI Data Consulting, LLC, and Freedom Enterprise, LLC   Incorporated by reference to the Current Report on Form 8-K/A filed March 8, 2019
10.46   Amended Common Stock Purchase Agreement between Investview, Inc. and TRITON FUNDS LP entered March 22, 2019   Incorporated by reference to the Current Report on Form 8-K filed March 26, 2019
10.47   Form of Kuvera, LLC Crypto Mining Agreement   Incorporated by reference to Amendment No. 5 to the Registration Statement on Form S-1/A filed April 17, 2019
10.48   Second Amendment of Common Stock Purchase Agreement between Investview, Inc. and TRITON FUNDS LP entered April 11, 2019   Incorporated by reference to the Current Report on Form 8-K filed April 12, 2019
10.49   Securities Purchase and Royalty Agreement between Investview, Inc., and Brian McMullen, dated as of July 23, 2019   Incorporated by reference to the Current Report on Form 8-K filed August 1, 2019

 

100
 

 

10.50   Convertible Promissory Note, dated as of July 23, 2019   Incorporated by reference to the Current Report on Form 8-K filed August 1, 2019
10.51   Employment Agreement between Investview, Inc. and Jayme McWidener, effective as of September 15, 2019   Incorporated by reference to the Current Report on Form 8-K filed September 12, 2019
10.52   Revenue Share Agreement dated September 16, 2019, and executed October 1, 2019   Incorporated by reference to the Current Report on Form 8-K filed October 7, 2019
10.53   Agreement to Terminate Joint Venture Agreement of March 5, 2019, dated September 16, 2019, and executed October 1, 2019   Incorporated by reference to the Current Report on Form 8-K filed October 7, 2019
10.54   Employment Agreement between Joseph Cammarata and Investview, Inc. effective December 1, 2019   Incorporated by reference to the Current Report on Form 8-K filed December 4, 2019
10.55   Certificate of Designation of 13% Series B Cumulative Redeemable Perpetual Preferred Stock, filed herewith   Filed herewith.
10.56   Form of Placement Agent Agreement   Filed herewith.
10.57   Common Stock Purchase Warrant   Filed herewith.
10.58  

Form of Warrant Exercise

  Filed as part of Exhibit 10.57.
Item 21   Subsidiaries of the Registrant    
21.01   Schedule of Subsidiaries   Incorporated by reference to Amendment No. 2 to the Registration Statement on Form S-1/A filed March 11, 2019
Item 23   Consents of Experts and Counsel    
23.01   Consent of Haynie & Company   Filed herewith.
Item 24   Power of Attorney    
24.01   Power of Attorney   See signature page to this filing.
Item 101   Interactive Data Files***    
101.INS   XBRL Instance Document   Filed herewith.
101.SCH   XBRL Taxonomy Extension Schema   Filed herewith.
101.CAL   XBRL Taxonomy Extension Calculation Linkbase   Filed herewith.
101.DEF   XBRL Taxonomy Extension Definition Linkbase   Filed herewith.
101.LAB   XBRL Taxonomy Extension Label Linkbase   Filed herewith.
101.PRE   XBRL Taxonomy Extension Presentation Linkbase   Filed herewith.

 

*

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.

   
***

Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

 

The list of exhibits in the Index to Exhibits to this registration statement is incorporated herein by reference.

 

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

 

101
 

 

  (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 will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will 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, will 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;
     
  (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.

 

102
 

 

SIGNATURES

 

Pursuant to the requirements of Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Eatontown, New Jersey, on the 21st day of February 2020.

 

  INVESTVIEW, INC.
     
  By: /s/ Joseph Cammarata
    Joseph Cammarata
    Chief Executive Officer
     
  By: /s/ Jayme Lin McWidener
    Jayme Lin McWidener
    Chief Financial Officer

 

POWER OF ATTORNEY

 

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/ Joseph Cammarata        
Joseph Cammarata   Chief Executive Officer and Director   02/21/2020
         
/s/ Jeremy Roma        
Jeremy Roma   Director   02/21/2020
         
/s/ Mario Romano        
Mario Romano   Director   02/21/2020
         
/s/ Jayme Lin McWidener        
Jayme Lin McWidener   Chief Financial Officer and Principal Accounting Officer   02/21/2020
         
/s/ Annette Raynor        
Annette Raynor   Chief Operations Officer   02/21/2020
         
/s/ Brian McMullen        
Brian McMullen   Director   02/21/2020
         
/s/ Ryan Smith        
Ryan Smith   Director   02/21/2020
         
/s/ Chad Miller        
Chad Miller   Director   02/21/2020
         
/s/ William C. Kosoff        
William C. Kosoff   Corporate Secretary   02/21/2020

 

103

 

EX-5.1 2 ex5-1.htm

 

EXHIBIT 5.1

 

 

February 21, 2020

 

Investview, Inc.

234 Industrial Way West, Ste. A202

Eatontown, New Jersey 07224

 

Re: Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to Investview, Inc., a Nevada corporation (the “Company”), in connection with a Registration Statement on Form S-1, File No. 333-_________ (the “Registration Statement”), being filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”) on February __, 2020.

 

The Registration Statement relates to the registration for the sale by the Company of a total of 2,000,000 units (the “Units”) at an offering price of $25.00 per unit (the “Offering”). Each Unit consists of: (i) one share of newly authorized 13% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred”); and (ii) five (5) warrants (the “Warrants”) each exercisable to purchase one (1) share of common stock, par value $0.001 per share, at an exercise price of $3.00. Each Warrant offered hereby as part of the Units is immediately exercisable on the date of issuance and will expire five (5) years from the date of issuance. The Offering is being conducted by the Company on a self-underwritten, best-efforts basis, utilizing the services of one or more placement agents, which means the Company’s management and placement agent(s), if any, will attempt to sell the Units being offered hereby on behalf of the Company. There is no underwriter for the Offering.

 

In connection with the opinion expressed herein, we have examined the Company’s registration statement on Form S-1 to which this Exhibit 5.1 is attached, and such additional documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents.

 

Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Units subject to the Offering and the underlying securities have been duly authorized by the Company and, when paid for and issued in accordance with the terms of and as described in the Registration Statement, will be validly issued, fully paid and non-assessable. Furthermore, commencing on three years from the dates of issuance, the Company may redeem, at its option, the shares of Series B Preferred, in whole or in part, at a cash redemption price equal to $25 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. The Series B Preferred has no stated maturity, will not be subject to any sinking fund or other mandatory redemption, and will not be convertible into or exchangeable for any of our other securities.

 

The opinions expressed herein are limited solely to the Nevada Revised Statutes of the State of Nevada, and the reported judicial decisions interpreting such law, as currently in effect, and we express no opinion as to the effect of any other law of the State of Nevada or the laws of any other jurisdiction.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.

 

Sincerely,

 

/s/ Lawrence R. Lonergan  
Lawrence R. Lonergan, Esq.  

 

   

 

EX-10.55 3 ex10-55.htm

 

EXHIBIT 10.55

 

INVESTVIEW, INC.

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

OF

13% SERIES B CUMULATIVE REDEEMABLE PERPETUAL PREFERRED STOCK

 

Pursuant to Chapter 78 of the

Nevada Revised Statutes

 

INVESTVIEW, INC., a Nevada corporation (the “Corporation” or “Company”), hereby certifies that the following resolution was duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) pursuant to the authority of the Board of Directors as required by NRS 78.315 of the Nevada Revised Statutes (“NRS”).

 

WHEREAS, the Articles of Incorporation, as amended (the “Restated and Amended Articles of Incorporation”), provides for a class of its authorized stock known as preferred stock, comprised of twenty million (20,000,000) shares of preferred stock, par value of $0.001 per share (the “Preferred Stock”), issuable from time to time in one or more series;

 

WHERAS, the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly-unissued series of Preferred Stock and the number of shares constituting any such series; and

 

WHEREAS, pursuant to this authority, the Board of Directors has authorized, and in connection therewith has fixed, the rights, preferences, restrictions and other matters relating to the Corporation’s newly designated 13% Series B Cumulative Redeemable Perpetual Preferred Stock (“Series B Preferred Stock”), consisting of two million (2,000,000) shares, as evidenced by this Certificate of Designations, Preferences, and Rights adopted in accordance with the laws of the State of Nevada on January 24th, 2010 (the “Series B Preferred Stock Certificate of Designation”).

 

NOW THEREFORE, BE IT RESOLVED, that pursuant to the authority granted to the Board of Directors in accordance with the provisions of the Restated and Amended Articles f Incorporation, the Board of Directors hereby authorizes the adoption of this Series B Preferred Stock Certificate of Designation:

 

1. Designation and Amount. The shares of such series of Preferred Stock shall be designated as “13% Series B Cumulative Redeemable Perpetual Preferred Stock” and the number of shares constituting such series shall be two million (2,000,000) shares. The Series B Preferred Stock shall have a stated value of Twenty-Five ($25.00) Dollars per share.

 

2. No Maturity, Sinking Fund, Mandatory Redemption. The Series B Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Corporation decides to redeem or otherwise repurchase the Series B Preferred Stock. The Corporation is not required to set aside funds to redeem the Series B Preferred Stock.

 

3. Ranking. The Series B Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation, (i) senior to all classes or series of the Corporation’s Common Stock, par value $0.001 per share (“Common Stock”), and to all other equity securities issued by the Corporation other than equity securities referred to in clauses (ii) and (iii) of this Section 3; (ii) on parity with all equity securities issued by the Corporation with terms specifically providing that those equity securities rank on parity with the Series B Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; (iii) junior to all equity securities issued by the Corporation with terms specifically providing that those equity securities rank senior to the Series B Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; and (iv) effectively junior to all existing and future indebtedness (including indebtedness convertible into our Common Stock or Preferred Stock) of the Corporation and to any indebtedness and other liabilities of (as well as any preferred equity interest held by others in) existing subsidiaries of the Corporation. The term “equity securities” shall not include convertible debt securities.

 

   
 

 

4. Dividends.

 

(a) Holders of shares of the Series B Preferred Stock (“Preferred B Holders”) are entitled to receive, cumulative cash dividends at the rate of 13% on Stated Value per share per annum (equivalent to $3.25 per annum per share). Commencing on the date of the issuance of Series C Preferred Stock (as applicable, the “Issue Date”), dividends shall accrue on the Series B Preferred Stock daily and shall be cumulative from, and including, the applicable Issue Date, and shall be payable monthly in arrears on the 15th day of each month (each, a “Dividend Payment Date”) to the Preferred B Holders as they appear on the stock records of the Corporation at the close of business on the last day of the preceding month, whether or not a Business Day (each, a “Dividend Record Date”); provided, that if any Dividend Payment Date is not a Business Day (as defined below), then the dividend which would otherwise have been payable on that Dividend Payment Date may be paid on the next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date and no interest, additional dividends or other sums will accumulate on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. Dividends payable on the Series B Preferred Stock will be computed on the basis of a 360-day year consisting of twelve 30-day months, provided that for partial dividend periods, dividend payments will be pro-rated, unless otherwise provided in the applicable securities offering and sale documents. The dividends payable on any Dividend Payment Date shall include dividends accumulated to, but not including, such Dividend Payment Date.

 

(b) No dividends on shares of Series B Preferred Stock shall be authorized by the Board of Directors, or paid or set apart for payment by the Corporation at any time when the terms and provisions of any agreement of the Corporation, including any agreement relating to any indebtedness of the Corporation, prohibit the authorization, payment or setting apart for payment thereof or provide that the authorization, payment or setting apart for payment thereof would constitute a breach of the agreement or a default under the agreement, or if the authorization, payment or setting apart for payment shall be restricted or prohibited by law.

 

(c) Notwithstanding anything to the contrary contained herein, dividends on the Series B Preferred Stock will accumulate whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of those dividends and whether or not those dividends are declared by the Board of Directors. No interest, or sum in lieu of interest, will be payable in respect of any dividend payment or payments on the Series B Preferred Stock which may be in arrears, and Preferred B Holders will not be entitled to any dividends in excess of full cumulative dividends described in Section 4(a). Any dividend payment made on the Series B Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to the Series B Preferred Stock.

 

(d) Except as provided in Section 4(e), unless full cumulative dividends on the Series B Preferred Stock have been or contemporaneously are paid or declared and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods, (i) no dividends (other than in shares of Common Stock or in shares of any series of Preferred Stock that the Corporation may issue ranking junior to the Series B Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution, or winding up) shall be declared or paid or set aside for payment upon shares of Common Stock or Preferred Stock that the Corporation may issue ranking junior to or on a parity with the Series B Preferred Stock as to the payment of dividends, or upon liquidation, dissolution, or winding up, (ii) no other distribution shall be declared or made upon shares of Common Stock or Preferred Stock that the Corporation may issue ranking junior to or on a parity with the Series B Preferred Stock as to the payment of dividends, or the distribution of assets upon liquidation, dissolution, or winding up, and (iii) any shares of Common Stock and Preferred Stock that the Corporation may issue ranking junior to, or on a parity with the Series B Preferred Stock as to the payment of dividends, or the distribution of assets upon liquidation, dissolution, or winding up, shall not be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for other capital stock of the Corporation that it may issue ranking junior to the Series B Preferred Stock as to the payment of dividends, or the distribution of assets upon liquidation, dissolution, or winding up).

 

   
 

 

(e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series B Preferred Stock and upon the shares of any other series of Preferred Stock that the Corporation may issue ranking on a parity as to the payment of dividends with the Series B Preferred Stock, all dividends declared upon the Series B Preferred Stock and any other series of Preferred Stock that the Corporation may issue ranking on parity as to the payment of dividends with the Series B Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series B Preferred Stock and such other series of Preferred Stock that the Corporation may issue shall in all cases bear to each other the same ratio that accrued dividends per share on the Series B Preferred Stock and such other series of Preferred Stock that the Corporation may issue (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such Preferred Stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series B Preferred Stock that may be in arrears.

 

(f) “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.

 

5. Liquidation Preference.

 

(a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the Preferred B Holders will be entitled to be paid out of the assets the Corporation has legally available for distribution to its shareholders, subject to the preferential rights of the holders of any class or series of capital stock of the Corporation it may issue ranking senior to the Series B Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty Five ($25.00) Dollars per share plus an amount equal to any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets is made to holders of Common Stock or any other class or series of capital stock of the Corporation that it may issue that ranks junior to the Series B Preferred Stock as to liquidation rights. The liquidation preference shall be proportionately adjusted in the event of a stock split, stock combination or similar event so that the aggregate liquidation preference allocable to all outstanding shares of Series B Preferred Stock immediately prior to such event is the same immediately after giving effect to such event.

 

(b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Corporation are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series B Preferred Stock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Corporation that it may issue ranking on a parity with the Series B Preferred Stock in the distribution of assets, then the Preferred B Holders and all other such classes or series of capital stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

 

(c) Preferred B Holders will be entitled to written notice of any such liquidation, dissolution or winding up no fewer than thirty (30) days and no more than sixty (60) days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the Preferred B Holders will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other entity with or into the Corporation, or the sale, lease, transfer or conveyance of all or substantially all of the property or business the Corporation, shall not be deemed a liquidation, dissolution or winding up of the Corporation.

 

6. Redemption.

 

(a) Optional Redemption Right. The Corporation may, at its option, upon not less than thirty (30) nor more than sixty (60) days’ written notice, redeem the Series B Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price in the amount of the Stated Value per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. If the Corporation elects to redeem any shares of Series B Preferred Stock as described in this Section 6(a).

 

(b) Special Optional Redemption Right. Upon the occurrence of a Change of Control, the Corporation may, at its option, upon not less than thirty (30) nor more than sixty (60) days’ written notice, redeem the Series B Preferred Stock, in whole or in part, within one hundred twenty (120) days after notice of such Change of Control, for cash at a redemption price in the amount of the Stated Value per share, plus any accumulated and unpaid dividends thereon to, but not including, the redemption date.

 

   
 

 

(c) A “Change of Control” is deemed to occur when, after the date of closing of the issuance of the shares of Series B Preferred Stock, the following have occurred and are continuing: (i) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of the Corporation entitling that person to exercise more than 50% of the total voting power of all stock of the Corporation entitled to vote generally in the election of directors of the Corporation (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition).

 

(d) In the event the Corporation elects to redeem Series B Preferred Stock, the notice of redemption will be mailed by the Corporation, postage prepaid, or sent via e-mail, not less than thirty (30) nor more than sixty (60) days prior to the redemption date, to each holder of record of Series B Preferred Stock called for redemption at such holder’s address as it appears on the stock transfer records of the Corporation and shall state: (i) the redemption date; (ii) the number of shares of Series B Preferred Stock to be redeemed; (iii) the redemption price; (iv) the place or places where certificates (if any) for the Series B Preferred Stock are to be surrendered for payment of the redemption price; (v) that dividends on the shares to be redeemed will cease to accumulate on the redemption date; (vi) whether such redemption is being made pursuant to Section 6(b) or Section 6(c); and (vii) if applicable, that such redemption is being made in connection with a Change of Control and, in that case, a brief description of the transaction or transactions constituting such Change of Control. If less than all of the shares of Series B Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series B Preferred Stock held by such holder to be redeemed. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series B Preferred Stock except as to the holder to whom notice was defective or not given.

 

(e) Preferred B Holders to be redeemed shall surrender the Series B Preferred Stock at the place designated in the notice of redemption and shall be entitled to the redemption price and any accumulated and unpaid dividends payable upon the redemption following the surrender.

 

(f) If notice of redemption of any shares of Series B Preferred Stock has been given and if the Corporation irrevocably sets aside the funds necessary for redemption in trust for the benefit of the Preferred B Holders so called for redemption, then from and after the redemption date (unless the Corporation shall default in providing for the payment of the redemption price plus accumulated and unpaid dividends, if any), dividends will cease to accumulate on those shares of Series B Preferred Stock, those shares of Series B Preferred Stock shall no longer be deemed outstanding and all rights of the holders of those shares will terminate, except the right to receive the redemption price plus accumulated and unpaid dividends, if any, payable upon redemption.

 

(g) If any redemption date is not a Business Day, then the redemption price and accumulated and unpaid dividends, if any, payable upon redemption may be paid on the next Business Day and no interest, additional dividends or other sums will accumulate on the amount payable for the period from and after that redemption date to that next Business Day.

 

(h) If less than all of the outstanding Series B Preferred Stock is to be redeemed, the Series B Preferred Stock to be redeemed shall be selected pro rata (as nearly as may be practicable without creating fractional shares) or by any other equitable method the Corporation shall determine.

 

(i) In connection with any redemption of Series B Preferred Stock, the Corporation shall pay, in cash, any accumulated and unpaid dividends to, but not including, the redemption date, unless a redemption date falls after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case each holder of Series B Preferred Stock at the close of business on such Dividend Record Date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares before such Dividend Payment Date. Except as provided in this Section 6(j), the Corporation will make no payment or allowance for unpaid dividends, whether or not in arrears, on shares of the Series B Preferred Stock to be redeemed.

 

   
 

 

(k) Unless full cumulative dividends on all shares of Series B Preferred Stock shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods, no shares of Series B Preferred Stock shall be redeemed unless all outstanding shares of Series B Preferred Stock are simultaneously redeemed and the Corporation shall not purchase or otherwise acquire directly or indirectly any shares of Series B Preferred Stock (except by exchanging it for its capital stock ranking junior to the Series B Preferred Stock as to the payment of dividends, or the distribution of assets upon liquidation, dissolution, or winding up); provided, however, that the foregoing shall not prevent the purchase or acquisition by the Corporation of shares of Series B Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series B Preferred Stock.

 

7. No Conversion Rights; Most-favored Nation; Consent Right.

 

(a) The shares of Series B Preferred Stock are not convertible into or exchangeable for any other property or securities of the Corporation.

 

(b) From the date hereof until the date when the Holder no longer holds any Series B Preferred Stock, if the Company effects any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”),, the Holder may elect, in its sole discretion, to exchange (in lieu of cash subscription payments), if applicable, all or some of the Series B Preferred Stock then held for any securities or units issued in a Subsequent Financing on dollar-for-dollar basis (accounting for unpaid dividends); provided, however, that this Section 7(b) shall not apply with respect to an Exempt Issuance. The Company shall provide the Holder with notice of any such Subsequent Financing in the manner set forth herein. Additionally, if in such Subsequent Financing there are any contractual provisions or side letters that provide terms more favorable to the investors than the terms provided for hereunder, then the Company shall specifically notify the Holder of such additional or more favorable terms and such terms, at Holder’s option, shall become a part of the transaction documents with the Holder. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing stock sale price, private placement price per share, and warrant coverage. For purposes of illustration, if a Subsequent Financing were to occur whereby the Company sells and issues a convertible note with a conversion price that includes a discount to the market price of its Common Stock, the Holder will be entitled to receive the same convertible note on the exact same terms on a dollar for dollar basis via the exchange of the Series B Preferred Stock the Holder holds on the date of the sale and issuance of the convertible note (meaning the convertible note would be issued to the Holder for a principal amount equal to the value of Series B Preferred Stock, including unpaid dividends, to be exchanged by Holder multiplied by the proportional discount amount).

 

(c) The Company must obtain the written consent of the Holder or Holders of a majority of the then-outstanding Series B Preferred Stock prior to entering into any Subsequent Financing (or series of Subsequent Financings, in the aggregate) having a principal amount of $3,000,000 or more prior to the third anniversary of the date of the first issuance of shares of Series B Preferred Stock.

 

(d) “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of first issuance of shares of Series B Preferred Stock, provided that such securities have not been amended since the date of such first issuance of shares of Series B Preferred Stock, to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) shares of common stock to be issued to consultants, or its designees in connection with services provided to the Company in connection with advisory services, (d) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (f) with the prior written consent of the Holders of a majority of the then-outstanding shares of Series B Preferred Stock, up to an amount of Common Stock as agreed upon by such majority Holders and the Company.

 

   
 

 

8. Voting Rights.

 

(a) Preferred B Holders will not have any voting rights, except as set forth in this Section 8 or as otherwise required by law. On each matter on which Preferred B Holders are entitled to vote as a separate class, each share of Series B Preferred Stock will be entitled to one vote.

 

(b) So long as any shares of Series B Preferred Stock remain outstanding, the Corporation will not, without the affirmative vote or consent of the holders of at least two-thirds of the shares of the Series B Preferred Stock outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting together as a class with all other series of parity Preferred Stock that the Corporation may issue upon which like voting rights have been conferred and are exercisable), (i) authorize or create, or increase the authorized or issued amount of, any class or series of capital stock ranking senior to the Series B Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassify any of the authorized capital stock of the Corporation into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter, repeal or replace the Restated and Amended Articles of Incorporation, including by way of merger, consolidation or otherwise in which the Corporation may or may not be the surviving entity, so as to materially and adversely affect and deprive Preferred B Holders of any right, preference, privilege or voting power of the Series B Preferred Stock (each, an “Event”). An increase in the amount of the authorized Preferred Stock, including the Series B Preferred Stock, or the creation or issuance of any additional Series B Preferred Stock or other series of Preferred Stock that the Corporation may issue, or any increase in the amount of authorized shares of such series, in each case ranking on a parity with or junior to the Series B Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers.

 

(c) Notwithstanding Section 8(b)(ii) above, if any Event set forth in Section 8(b)(ii) above materially and adversely affects any right, preference, privilege or voting power of the Series B Preferred Stock but not all series of parity Preferred Stock that the Corporation may issue upon which like voting rights have been conferred and are exercisable, the affirmative vote or consent of the holders of at least two-thirds of the shares of the Series B Preferred Stock and all such other similarly affected series, outstanding at the time (voting together as a class), given in person or by proxy, either in writing or at a meeting, shall be required in lieu of the vote or consent that would otherwise be required by Section 8(b)(ii).

 

(d) The voting rights provided for in this Section 8 will not apply if, at or prior to the time when the act with respect to which voting by Preferred B Holders would otherwise be required pursuant to this Section 8 shall be effected, all outstanding shares of Series B Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption pursuant to Section 6.

 

(e) Except as expressly stated in this Section 8 or as may be required by applicable law, the Series B Preferred Stock will not have any relative, participating, optional or other special voting rights or powers and the consent of the holders thereof shall not be required for the taking of any corporate action.

 

9. Information Rights. During any period in which the Corporation is not subject to Section 13 or 15(d) of the Exchange Act and any shares of Series B Preferred Stock are outstanding, the Corporation will use its best efforts to (i) transmit by mail (or other permissible means under the Exchange Act) to all Preferred B Holders, as their names and addresses appear on the record books of the Corporation and without cost to such holders, copies of the annual reports on Form 10-K and quarterly reports on Form 10-Q that the Corporation would have been required to file with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13 or 15(d) of the Exchange Act if it were subject thereto (other than any exhibits that would have been required).

 

10. No Preemptive Rights. No Preferred B Holders will, as Preferred B Holders, have any preemptive rights to purchase or subscribe for Common Stock or any other security of the Corporation.

 

11. Record Holders. The Corporation and the transfer agent for the Series B Preferred Stock may deem and treat the record holder of any Series B Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor the transfer agent shall be affected by any notice to the contrary.

 

[Signature on Following Page]

 

   
 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly adopted and executed in its name and on its behalf on this ___ day of _____ 2019.

 

/s/ William C. Kosoff  
Name: William C. Kosoff  
Title: Corporate Secretary  

 

   
 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly adopted and executed in its name and on its behalf on this ___ day of _____ 2020.

 

  /s/ Joseph Cammarata  
Name Joseph Cammarata  
Title Chief Executive Officer and Director  

 

   

 

EX-10.56 4 ex10-56.htm

 

EXHIBIT 10.56

 

FORM OF PLACEMENT AGENT AGREEMENT

 

February __, 2020

 

This Placement Agent Agreement (“Agreement”) is made by and between Investview, Inc., a Nevada corporation (the “Company”), and ______________ , each a “Placement Agent” and collectively, the “Placement Agents”), as of the date set forth on the signature page hereto. The Company hereby engages __________ to serve as a Placement Agent, among other Placement Agents to assist the Company and its management in a non-exclusive capacity in arranging an offering (the “Offering”) of a total of 2,000,000 Units at an offering price of $25.00 per unit, each Unit consisting of: (i) one share of our newly authorized 13% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred”); and (ii) five (5) warrants (the “Warrants”) each exercisable to purchase one (1) share of common stock, par value $0.001 per share (“Common Stock” or “Warrant Shares”), at an exercise price of $0.10 (the “Exercise Price”) per Warrant Share .. Each Warrant offered hereby as part of the Units is immediately exercisable on the date of issuance and will expire on February[_________], 2025 the date that is five (5) years from the date of issuance (the “Warrant Expiration Date”).

 

The terms of the Offering are more fully described in the Registration Statement and the Series B Preferred Certificate of Designation filed Exhibit 10.55 to the Registration Statement pertaining to the Offering and the Securities.

 

NOW THEREFORE, based on the foregoing and the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the respective Placement Agents do hereby agree as follows:

 

1. Services.

 

(a) The Placement Agent(s) shall offer participation in the Offering to its clients and other qualified persons with whom the Placement Agent(s) or the Company or any of their respective officers, directors, employees or affiliates has a pre-existing business relationship and that the Placement Agent(s) reasonably believes are considered to be a qualified investor (collectively, the “Qualified Investors”). A list of Qualified Investors will be provided to the Company within five (5) business days of the final closing of the Offering and it is expressly understood that Placement Agent(s) will only contact those institutions which have been preapproved by the Company which approval will not be unreasonably withheld.

 

(b) The Company shall be responsible for (i) the Registration Statement, as well as the relevant subscription documents or securities purchase agreement (the “Transaction Documents”), and related investment materials to be used in connection with the Offering; and the Placement Agent(s) shall be responsible for (i) organizing, obtaining facilities for, and conducting one or more investor presentations and (ii) providing other services reasonably related to serving as the Placement Agent(s) for the Company in connection with the Offering.

 

(c) The Company shall (1) make members of management and other employees available to the Placement Agent(s) as the Placement Agent(s) shall reasonably request for purposes of satisfying the Placement Agent(s)’s due diligence requirements and providing assistance in consummating the Offering; (2) make its key management and sales members available to attend a reasonable number of investor presentations, as recommended by the Placement Agent(s); and (3) commit such time and other resources as are reasonably necessary or appropriate to support the Placement Agent(s) in its efforts to secure the reasonable and timely success of the Offering. The Company shall cooperate with the Placement Agent(s) in connection with and shall make available to the Placement Agent(s) such documents and other information as the Placement Agent(s) shall reasonably request in order to satisfy, its due diligence requirements, subject to any applicable confidentiality requirements.

 

(d) The Placement Agent(s) acknowledges that (i) the Company may determine, in its sole discretion, whether to accept an offer of subscription to the Offering by a Qualified Investor and (ii) the Company is not obligated to compensate the Placement Agent(s) for such offered subscriptions to the Company that the Company does not accept.

 

   
 

 

(e) The Company acknowledges that the Placement Agent(s) may engage one or more sub-agents (each a “Sub-Agent”), reasonably acceptable to the Company, to assist the Placement Agent(s) in the placement of the Securities. Each Sub-Agent will be assigned a portion of the Cash Fee and Equity Compensation (as each is defined below) otherwise payable to the Placement Agent(s), in the amounts, and on the terms set forth in an agreement between the Placement Agent(s) and Sub-Agent(s) and for which amounts shall be paid to the Sub-Agent(s) by the Placement Agent(s).

 

2. Compensation Payable to the Placement Agent(s).

 

The Company shall, at each closing of the Offering (each a “Closing”), as compensation for the services provided by the Placement Agent(s) hereunder, pay the Placement Agent(s) a cash commission not to exceed ten (10%) percent of the gross proceeds received by the Company from Qualified Investors from such closing (the “Cash Fee”) as a direct result of the selling efforts and introductions of each respective Placement Agent.

 

3. Term.

 

(a) Unless earlier terminated as set forth herein, this Agreement will continue in full force and effect for a term expiring on ___________, 202_, unless extended by the Company and the Placement Agent(s) as set forth in the Registration Statement (the “Term”). Certain provisions of this Agreement survive the termination of this Agreement as expressly provided elsewhere herein.

 

(b) Prior to the end of the Term, (i) the Company may terminate this Agreement immediately and without notice in the event of a material breach of this Agreement by the Placement Agent(s), and (ii) either party may terminate this Agreement upon three (3) business days prior written notice to the other party for any reason. In the event the Company terminates this Agreement, the Placement Agent(s) will be entitled to all applicable Cash Fees and Equity Compensation provided for in Section 2 hereof, earned prior to such termination.

 

4. Performance. In connection with the performance of its duties under this Agreement, the Placement Agent(s) agrees as follows:

 

(a) The Placement Agent(s) shall act in a manner consistent with the instructions of the Company and comply with all applicable laws, whether foreign or domestic, of each jurisdiction in which the Placement Agent(s) proposes to carry on the business contemplated by this Agreement. The Placement Agent(s) shall not take any action or omit to take any action that would cause the Company to violate any law or to jeopardize the availability of any applicable exemption from registration under the Act or the Securities Exchange Act of 1934 (the “Exchange Act”). The Placement Agent(s) is a member firm in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and has all authority and approvals needed to engage in securities trading and brokerage activities, as well as providing investment banking and financial advisory services. The Placement Agent(s) represents, warrants and agrees that it shall at all times provide its services under this Agreement in compliance with applicable law.

 

(b) The Placement Agent(s) shall, and shall cause all Sub-Agents to, keep a record of, and when and to whom each Registration Statement is provided.

 

(c) The Placement Agent(s) shall only provide the Registration Statement to potential investors and shall not make any additional statements that contain an untrue statement of a material fact or omit to state any fact necessary to make any statement made by the Placement Agent(s) not misleading in light of the circumstances in which such statements are made.

 

(d) The Placement Agent(s) shall not provide any other information about the Company to any person or firm that, to the knowledge of the Placement Agent(s), is a competitor of the Company or is an officer, director, employee, affiliate or investor in a competitor of the Company.

 

   
 

 

(e) The Placement Agent(s) shall use its best efforts to cause its officers, directors, employees and affiliates to comply with all of the foregoing provisions of this Section 4.

 

5. Representations and Warranties of the Parties.

 

(a) The Company represents and warrants to the Placement Agent(s), except as otherwise set forth in the Company’s filings with the Securities and Exchange Commission (the “Exchange Act Reports”), as follows:

 

(i) On the effective date of the Registration Statement and at each Closing, the Registration Statement will comply in all material respects with the disclosure requirements of Act and will neither contain any untrue statements of a material fact or omit to state a material fact required to be stated therein in light of the circumstances under which they are made, or necessary to make the statements therein not misleading.

 

(ii) The financial statements included in the Registration Statement present fairly in all material respects the financial position of the Company as of the dates indicated and the results of its operations for the periods specified.

 

(iii) The Company has been duly formed and is validly existing as a corporation in good standing under the laws of the State of Nevada, with the power and authority to own, lease and operate its properties and conduct its business in all material respects as described in the Registration Statement; and the Company is duly qualified as a foreign entity to transact business and is in good standing in each jurisdiction in which the conduct of its business and/or its ownership of property requires such qualification except for such jurisdictions in which the failure to qualify in the aggregate would not have a material and adverse effect on the results of operations or financial conditions of the Company.

 

(iv) Except as disclosed in the Registration Statement or the Company’s reports under the Exchange Act (the “Exchange Act Reports”), the Company does not have any subsidiaries and does not own any interest in any other corporation, partnership, joint venture or other entity.

 

(v) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement, enforceable in accordance with its terms, except as enforceability of any indemnification provision may be limited under federal securities laws and except as enforceability of such agreements may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights.

 

(vi) On the effective date of the Registration Statement and at each Closing, the Company owns good and marketable title to all properties and assets described in the Registration Statement as owned by it, free and clear of all liens, charges, encumbrances or restrictions, except such as are described or referred to in the Registration Statement or are not materially significant or important in relation to the business of the Company.

 

(vii) Except as disclosed in or contemplated by the Registration Statement or the Exchange Act Reports, the Company is not in violation of its Certificate of Incorporation or its Bylaws, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties are bound; and the execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions herein contemplated will not conflict in any material respect with, or result in a breach of any of the material terms, conditions or provisions of, or constitute a material default under, the Certificate of Incorporation or Bylaws of the Company, or any material bond, debenture, note or other evidence of indebtedness or any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties are bound.

 

(viii) Except as disclosed in or contemplated by the Registration Statement or the Exchange Act Reports, there is no material action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting the Company, which might result in any material and adverse change in the condition (financial or otherwise), business or prospects of the Company.

 

   
 

 

(ix) Except as disclosed in or contemplated by the Registration Statement, each material contract to which the Company is a party is in full force and effect or has terminated in accordance with its terms or as set forth in the Registration Statement; and no party to any such contract has given notice of the cancellation of, or to the knowledge of the Company has the intention to, cancel any such material contract.

 

(x) Except as disclosed in or contemplated by the Registration Statement and the fees and disbursements payable to the Placement Agent(s) pursuant to this Agreement, there are no outstanding claims for services either in the nature of a finder’s fee, brokerage fee or other similar fee with respect to the Offering for which the Company or the Placement Agent(s) may be responsible.

 

(b) The Placement Agent(s) represents and warrants to and covenants with the Company that:

 

(i) The Placement Agent(s) is a _________________ duly organized, validly existing and in good standing under the laws of the State of ____________ and it has all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

 

(ii) This Agreement has been duly authorized, executed and delivered by the Placement Agent(s) and on its behalf and constitutes a valid and legally binding obligation enforceable against the Placement Agent(s) in accordance with its terms.

 

(iii) The execution and delivery of this Agreement, the observance and performance hereof and the consummation of the transactions contemplated hereby and by the Registration Statement do not and will not result in any breach of, or default under, any instrument or agreement by which the Placement Agent(s) is bound or violate any law or order directed to the Placement Agent(s) of any court or any federal or state regulatory body or administrative agency having jurisdiction over the Placement Agent(s) or over its property.

 

(iv) The Placement Agent(s) is duly registered as a broker-dealer with the SEC pursuant to the Exchange Act, and no proceeding has been initiated to revoke any of such registrations; the Placement Agent(s) is a member in good standing of FINRA; the Placement Agent(s) is duly registered as a broker-dealer under the applicable statutes, if any, in each state in which the Placement Agent(s) proposes to offer or sell the Securities where such registration is required; the Placement Agent(s) shall be responsible for payment of compensation owed to any Sub-Agent(s), if any, which Sub-Agent(s), if any, must be a member in good standing of FINRA and registered in each state where investors identified by such Sub-Agent(s) reside.

 

(v) The Placement Agent(s) shall maintain all broker-dealer registrations, referred to above in paragraph (iv), throughout the period in which Securities are offered and sold; the Placement Agent(s) has complied and will comply with all broker-dealer requirements applicable to this transaction; the Placement Agent(s) is not in violation of any order of any court or regulatory authority applicable to it with respect to the sale of the Securities.

 

(vi) Neither the Placement Agent(s) nor any of its representatives is authorized to make any representation on behalf of the Company other than those contained in the Registration Statement or any additional information expressly provided by the Company to the Placement Agent(s) for dissemination to potential investors, nor is the Placement Agent(s) or any of its representatives authorized to act as the agent or representative of the Company in any capacity, except as expressly set forth herein.

 

(vii) In the event that, on or before any Closing, the Placement Agent(s) becomes aware of any false statement of a fact or representation in the Registration Statement, the Placement Agent(s) shall promptly inform the Company of such false statement of fact.

 

(viii) The Placement Agent(s) shall inform the Company of each date on which it first receives any subscription from prospective investors in each particular state where the Securities are offered and shall not offer the Securities for sale in any state in which the offer or sale requires prior notice or clearance from any state securities commission, bureau or agency thereon, unless the Company has confirmed that such prior notice or clearance has been made or obtained.

 

   
 

 

(ix) It has not taken, and will not take, any action, directly or indirectly, that may cause the Offering to fail to be entitled to exemption from applicable state securities or “blue sky” laws.

 

6. Indemnification.

 

(a) The Company agrees to indemnify and hold harmless the Placement Agent(s), its officers, directors, partners, employees, agents, legal counsel and any of its affiliates (each, a “Placement Agent’s Indemnified Party”) against any and all losses, claims, damages, liabilities, joint or several, and expenses (including all legal or other expenses reasonably incurred by a Placement Agent’s Indemnified Party) caused by or arising out of any misrepresentation or untrue statement or alleged misrepresentation or untrue statement of a material fact contained in the Registration Statement or any other document furnished by the Company to the Placement Agent(s) for delivery to or review by the Qualified Investors, or the omission or the alleged omission to state in such documents furnished to the Qualified Investors a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made, to the extent such misstatements or omissions are made in reliance upon and in conformity with written information furnished by the Company for use in the documents furnished to the Qualified Investors, including the Registration Statement (except to the extent such misrepresentations, untrue statements or omissions are based on information provided to the Company by the Placement Agent(s) or its/their affiliates). The Company agrees to reimburse the Placement Agent’s Indemnified Party for any reasonable expenses (including reasonable fees and expenses of counsel) incurred as a result of producing documents, presenting testimony or evidence, or preparing to present testimony or evidence (based upon time expended by the Placement Agent’s Indemnified Party at its then current time charges or if such person shall have no established time charges, then based upon reasonable charges), in connection with any court or administrative proceeding (including any investigation which may be preliminary thereto) arising out of or relating to the performance by the Placement Agent’s Indemnified Party of any obligation hereunder and relating to a matter for which the Company must provide indemnity to or hold harmless such Placement Agent’s Indemnified Party pursuant to the provisions of this subsection 6(a). In the event the Company shall be obligated to indemnify a Placement Agent’s Indemnified Party in connection with any such proceeding, the Company shall be entitled to assume the defense of such proceeding, with counsel approved by the Placement Agent’s Indemnified Party (which shall not be unreasonably withheld), upon the delivery to the Placement Agent’s Indemnified Party of written notice of the Company’s election to do so.

 

(b) The Placement Agent(s), individually but not collectively, agree to indemnify and hold harmless the Company, its managers, officers, directors, partners, employees, agents, legal counsel and its affiliates (each, a “Company Indemnified Party”) against any and all losses, claims, damages and liabilities, joint or several, and expenses (including all legal or other expenses reasonably incurred by a Company Indemnified Party) caused by or arising out of any misrepresentation or untrue statement or alleged misrepresentation or untrue statement of a material fact made by the Placement Agent(s) or its affiliates to the Qualified Investors, or any Placement Agent’s omission or the alleged omission to state to the Qualified Investors a material fact necessary in order to make statements made not misleading in light of the circumstances under which they were made (except to the extent such misrepresentations, untrue statements or omissions are based on information provided to the Placement Agent(s) by the Company, including the Registration Statement or any other document furnished by the Company to the Placement Agent(s) for delivery to or review by the Qualified Investors), in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or other document furnished to the Placement Agent(s) for delivery to or review by the Qualified Investors, in reliance upon and in conformity with written information furnished to the Company by the Placement Agent or its affiliates expressly for use therein. The Placement Agent(s) agrees to reimburse the Company Indemnified Party for any reasonable expenses (including reasonable fees and expenses of counsel) incurred as a result of producing documents, presenting testimony or evidence, or preparing to present testimony or evidence (based upon time expended by the Company Indemnified Party at its then current time charges or if such person shall have no established time charges, then based upon reasonable charges), in connection with any court or administrative proceeding (including any investigation which may be preliminary thereto) arising out of or relating to the performance by the Company Indemnified Party of any obligation hereunder and relating to a matter for which the Company must provide indemnity to or hold harmless such Company Indemnified Party pursuant to the provisions of this subsection 6(b). The Placement Agent(s)’ obligations under this Section 6(b) shall be limited to the net amount of Cash Fees paid or payable by the Company to the Placement Agent(s), other than in the case of fraud, intentional misrepresentation or willful breach. In the event the Placement Agent(s) shall be obligated to indemnify a Company Indemnified Party in connection with any such proceeding, the Placement Agent(s) shall be entitled to assume the defense of such proceeding, with counsel approved by the Company Indemnified Party (which shall not be unreasonably withheld), upon the delivery to the Company Indemnified Party of written notice of the Placement Agent(s)’ election to do so.

 

   
 

 

(c) In order to provide for just and equitable contribution under the Act in any case in which (i) any person entitled to indemnification under this Section 6 makes claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced notwithstanding the fact that this Section 6 provides for indemnification in such case, or (ii) contribution under the Act may be required on the part of any such person in circumstances for which indemnification is provided under this Section 6, then, and in each such case, the Company and the Placement Agent(s) shall contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after any contribution from others) in such proportion so that the Placement Agent(s) is responsible for the proportion that the amount of commissions appearing in the Registration Statement bears to the price appearing therein, and the Company is responsible for the remaining portion; provided, that, in any such case, no person guilty of a fraudulent misrepresentation or omission (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

 

(d) The respective indemnity agreements between the Placement Agent(s) and the Company contained in Sections 6(a) and (b) of this Agreement, and the representations and warranties of the parties set forth in Section 5 or elsewhere in this Agreement, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Company or Placement Agent(s), as the case may be, or by or on behalf of any controlling person of the Placement Agent(s) or the Company or any such manager, partner, officer or director or any controlling person of the Company or the Placement Agent(s), as the case may be, and shall survive the delivery of the Securities, and any successor of the Company and of the Placement Agent(s), or of any controlling person of the Company or the Placement Agent(s), as the case may be, shall be entitled to the benefit of the respective indemnity agreements. The representations and warranties in Section 5 of this Agreement (but not the indemnities contained in Section 6 hereof) shall terminate six (6) months after the final Closing under this Agreement.

 

7. Covenants

 

(a) The Company covenants with the Placement Agent(s) as follows:

 

(i) The Company will notify the Placement Agent(s) promptly, and confirm the notice in writing, of the initiation by the Commission or any state securities commission of any proceeding against the Company.

 

(ii) The Company will give the Placement Agent(s) notice of its intention to amend or supplement the Registration Statement.

 

(iii) If any event shall occur as a result of which it is necessary, in the reasonable opinion of either or both of the Placement Agent(s) and the Company, to amend or supplement the Registration Statement in order to make the Registration Statement not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Company will forthwith amend or supplement the Registration Statement by preparing and furnishing to the Placement Agent(s) a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Registration Statement (in form and substance satisfactory to the Placement Agent(s)), so that, as so amended or supplemented, the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading.

 

(iv) The Company will endeavor, in cooperation with the Placement Agent(s), to qualify or perfect an exemption for the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Placement Agent(s) and the Company agree to offer and sell the Securities, and will maintain such qualifications in effect for so long as may be required for the distribution of the Securities. This will include, but not be limited to preparing and filing Forms D, and notice filings with each State, as, if, and when appropriate.

 

   
 

 

(v) The Company will apply the net proceeds from the sale of the Securities sold by it hereunder substantially as contemplated by the Registration Statement.

 

(vi) All communications by the Company with the Placement Agent(s) shall be with the Placement Agent’s President, legal counsel and/or designated investment banker(s) with respect to the Offering. The Company shall not initiate communication directly with any of the Placement Agent’s brokers or the Qualified Investors (until such time as such Qualified Investors are stockholders of the Company) without the prior consent of the Placement Agent(s).

 

(b) The Placement Agent(s) covenants and agrees that:

 

(i) It will not give any information or make any representation in connection with the offering of Securities which is not contained in the Registration Statement.

 

(ii) In making any offer of Securities, the Placement Agent(s) agrees that it will comply with the provisions of the Act and the Exchange Act and the securities laws of each state, and that it and its authorized agents will offer to sell, or solicit offers to subscribe for or buy, the Securities only in those states and other jurisdictions in the United States in which such solicitations can be made in accordance with an applicable exemption from registration or qualification and in which the Placement Agent(s) is qualified to so act. Nothing contained herein shall limit the Placement Agent(s) from offering to sell the Securities outside the United States in compliance with applicable laws.

 

8. Confidentiality. Except in keeping with its obligations under this Agreement, the Placement Agent(s) will maintain in confidence and will use only for the purpose of fulfilling its obligations hereunder and will not use for its own benefit any inventions, confidential know-how, trade secrets, financial information and other non-public information and data disclosed to it by the Company, and it will not divulge the same to any other persons until such time as the information becomes a matter of public knowledge. The Placement Agent(s) will use its best efforts to prevent any unauthorized disclosure described above by others.

 

9. Independent Contractor; Duty Owed.

 

(a) The Placement Agent(s) will perform its services hereunder as an independent contractor, and nothing in this Agreement will in any way be construed to constitute the Placement Agent(s) the agent, employee or representative of the Company. Neither the Placement Agent(s) nor any agent acting on behalf of the Placement Agent(s) will enter into any agreement or incur any obligations on the Company’s behalf or commit the Company in any manner or make any representations, warranties or promises on the Company’s behalf or hold itself (or allow itself to be held) as having any authority whatsoever to bind the Company without the Company’s prior written consent, or attempt to do any of the foregoing.

 

(b) The Company acknowledges that the Placement Agent(s) is being engaged hereunder solely to provide the services described above to the Company, and that it is not acting as a fiduciary of, and shall have no duties or liabilities to, the equity holders of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived.

 

10. General.

 

(a) Arbitration. The parties hereto agree that any dispute or controversy arising out of, relating to or concerning any interpretation, construction, performance or breach of this Agreement, shall be subject to the laws of the State of New York without giving effect to its conflicts of laws provisions. Any disputes will be settled in binding arbitration in New York County, City and State of New York under the auspices of FINRA dispute resolution. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The Company and the Placement Agent(s) shall each pay one-halfof the costs and expenses of such arbitration, and each shall separately pay its counsel fees and expenses.

 

   
 

 

(b) Covenant against Assignment. This Agreement is personal to the parties hereto, and accordingly, except for the right to enforce the obligations under Sections 6 and 7 hereunder (which right shall inure to the benefit of the successors and assigns of the aggrieved party), neither this Agreement nor any right hereunder or interest herein may be assigned or transferred or charged by either party without the express written consent of the other.

 

(c) Entire Agreement; Amendment. This Agreement and the attached exhibits constitute the entire contract between the parties with respect to the subject matter hereof and supersede any prior agreements between the parties. This Agreement may not be amended, nor may any obligation hereunder be waived, except by an agreement in writing executed by, in the case of an amendment, each of the parties hereto, and, in the case of a waiver, by the party waiving performance.

 

(d) No Waiver. The failure or delay by a party to enforce any provision of this Agreement will not in any way be construed as a waiver of any such provision or prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted the parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other legal remedy available to it.

 

(e) Severability. Should any provision of this Agreement be found to be illegal or unenforceable, the other provisions will nevertheless remain effective and will remain enforceable to the greatest extent permitted by law.

 

(f) Notices. Any notice, demand, offer, request or other communication required or permitted to be given by either the Company or the Placement Agent(s) pursuant to the terms of this Agreement must be in writing and will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation) to the number provided to the other party or such other number as a party may request by notifying the other in writing, (iv) one business day after being deposited with an overnight courier service or (v) four days after being deposited in the U.S. mail, First Class with postage prepaid, and addressed to the party at the address previously provided to the other party or such other address as a party may request by notifying the other in writing.

 

(g) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals.

 

[Signatures on Following Page]

 

   
 

 

SIGNATURE PAGE TO PLACEMENT AGENT AGREEMENT

 

The parties have executed this Placement Agent Agreement as of the date first written above.

 

INVESTVIEW, INC.  
   
/s/: Joseph Cammarata  
Name: Joseph Cammarata  
Title: Chief Executive Officer  

 

PLACEMENT AGENTS:

 

By: ____________________________________________  
Placement Agent: _________________________________  
Name: __________________________________________  
Title: ___________________________________________  
   
By: ____________________________________________  
Placement Agent: _________________________________  
Name: __________________________________________  
Title: ___________________________________________  
   
By: ____________________________________________  
Placement Agent: _________________________________  
Name: __________________________________________  
Title: ___________________________________________  
   
By: ____________________________________________  
Placement Agent: _________________________________  
Name: __________________________________________  
Title: ___________________________________________  
   
By: ____________________________________________  
Placement Agent: _________________________________  
Name: __________________________________________  
Title: ___________________________________________  
   
By: ____________________________________________  
Placement Agent: _________________________________  
Name: __________________________________________  
Title: ___________________________________________  
   
By: ____________________________________________  
Placement Agent: _________________________________  
Name: __________________________________________  
Title: ___________________________________________  
   
By: ____________________________________________  
Placement Agent: _________________________________  
Name: __________________________________________  
Title: ___________________________________________  

 

   

 

EX-10.57 5 ex10-57.htm

 

EXHIBIT 10.57

 

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

INVESTVIEW, INC.

 

Warrant Shares: __________ Issuance Date:                    , 2020

 

Warrant No: 001

 

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________, with an address located at ___________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Investview, Inc., a Nevada corporation with offices located at 234 Industrial Way West, Ste. A202, Eatontown, New Jersey 07224 (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stocks. The purchase price of one share of common stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

 

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain registration statement filed with the United States Securities and Exchange Commission on February XX, 2020, Registration Statement No. 333-_____ (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the offering by the Company (the “Offering”) of 2,000,000 units (the “Units”), each consisting of: (i) one share of our newly authorized 13% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred”); and (ii) five (5) warrants (the “Warrants”) each exercisable to purchase one (1) share of common stock, par value $0.001 per share (“Common Stock” or “Warrant Shares”), at an exercise price of $0.10 (the “Exercise Price”) per Warrant Share. Each Warrant offered hereby as part of the Units is immediately exercisable on the date of issuance and will expire on February[_________], 2025 the date that is five (5) years from the date of issuance (the “Warrant Expiration Date”).

 

 
 

 

Section 2. Exercise.

 

(a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

 

(b) Exercise Price. The exercise price per share of the Common Stock also referred to as Warrant Shares under this Warrant shall be $0.10 per Warrant Share, subject to adjustment as described herein (“Exercise Price”).

 

(c) Mechanics of Exercise.

 

(i) Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder is pursuant to an exemption from the registration requirements of the Act and Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is two (2) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid.

 

(ii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

 

(iii) Revocation of Exercise. In addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

 

(iv) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

 

 
 

 

(v) Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.

 

(vi) Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

 

Section 3. Certain Adjustments.

 

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stocks or any other equity or equity equivalent securities payable in Common Stocks (which, for avoidance of doubt, shall not include any Common Stocks issued by the Company upon exercise of this Warrant or pursuant to any of the other Transaction Documents), (ii) subdivides outstanding Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Common Stocks into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stocks any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Stocks (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Common Stocks outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 

(b) Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stocks (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stocks (which shall be subject to 3(b)), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stocks as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

 

 
 

 

(c) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stocks are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stocks, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stocks or any compulsory share exchange pursuant to which the Common Stocks are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Common Stocks (not including any Common Stocks held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Common Stocks (or successor security) of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Common Stocks for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stocks are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Common Stocks acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Common Stocks pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

 

 
 

 

(d) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of Common Stocks deemed to be issued and outstanding as of a given date shall be the sum of the number of Common Stocks (excluding treasury shares, if any) issued and outstanding.

 

(e) Notice to Holder.

 

(i) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly give notice to the Holder setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a statement of the facts requiring such adjustment (“Adjustment Notice”).

 

(ii) Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stocks, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stocks, (C) the Company shall authorize the granting to all holders of the Common Stocks rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stocks, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stocks are converted into other securities, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, to the extent that such information constitutes material non-public information (as determined in good faith by the Company) the Company shall deliver to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stocks of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stocks of record shall be entitled to exchange their shares of the Common Stocks for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 

(h) Increase in Warrant Shares. In the event the Exercise Price is reduced for any reason, including but not limited to pursuant to Section 3 of this Warrant, the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.

 

 
 

 

Section 4. Transfer of Warrant.

 

(a) Transferability. Subject to compliance with any applicable securities laws and the provisions of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

 

(b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

 

(c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 

Section 5. Miscellaneous.

 

(a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).

 

(b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

 

(c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

 

(d) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stocks a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stocks may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

 

 
 

 

(e) Jurisdiction. All questions concerning governing law, jurisdiction, venue and the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the laws of the State of Delaware.

 

(f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and Rule 144 is available, will have restrictions upon resale imposed by state and federal securities laws.

 

(g) Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 

(h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the address of record in the Warrant Register.

 

(i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stocks or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 

(j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant.

 

(k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

 

(l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holders of not less than a majority of the outstanding Warrants issued pursuant to the Purchase Agreement.

 

(m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

 

(n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

 

********************

(Signature Page Follows)

 

 
 

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

  INVESTVIEW, INC
     
  By: /s/: Joseph Cammarata
  Name: Joseph Cammarata
  Title: CEO

 

 
 

 

NOTICE OF EXERCISE

 

TO: INVESTVIEW, INC.

 

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment shall take the form of lawful money of the United States;

 

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_______________________________

 

(4) After giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.

 

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

 

_______________________________

 

_______________________________

 

_______________________________

 

[SIGNATURE OF HOLDER]

 

Name of Investing Entity:

__________________________________________________________________________

Signature of Authorized Signatory of Investing Entity:

____________________________________________________

Name of Authorized Signatory:

______________________________________________________________________

Title of Authorized Signatory:

_______________________________________________________________________

Date:

__________________________________________________________________________________________

 

 
 

 

ASSIGNMENT FORM

 

(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)

 

 
 

 

INVESTVIEW, INC.

 

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

 

_______________________________________________ whose address is

 

_______________________________________________________________.

 

_______________________________________________________________

 

  Dated: ______________, _______

 

  Holder’s Signature: _____________________________  
       
  Holder’s Address: _____________________________  
       
    _____________________________  

 

Signature Guaranteed: ___________________________________________

 

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

 

 

 

EX-23.01 6 ex23-01.htm

 

Exhibit 23.01

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in this Registration Statement on Form S-1 of our report dated June 28, 2019, relating to our audits of the March 31, 2019 and 2018 consolidated financial statements of Investview, Inc. which are appearing in the prospectus, which is part of this Registration Statement.

 

We also consent to the reference to our firm under the caption “Experts” in such Prospectus.

 

/s/ Haynie & Company

Salt Lake City, Utah

February 21, 2020

 

 

 

GRAPHIC 7 ex5-1_001.jpg begin 644 ex5-1_001.jpg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end EX-101.INS 8 invu-20191231.xml XBRL INSTANCE FILE 0000862651 2019-04-01 2019-12-31 0000862651 2019-03-31 0000862651 2018-03-31 0000862651 2017-04-01 2018-03-31 0000862651 us-gaap:CommonStockMember 2017-04-01 2018-03-31 0000862651 us-gaap:CommonStockMember 2018-04-01 2019-03-31 0000862651 us-gaap:CommonStockMember 2017-03-31 0000862651 us-gaap:CommonStockMember 2018-03-31 0000862651 us-gaap:CommonStockMember 2019-03-31 0000862651 us-gaap:AdditionalPaidInCapitalMember 2017-04-01 2018-03-31 0000862651 us-gaap:AdditionalPaidInCapitalMember 2018-04-01 2019-03-31 0000862651 us-gaap:AdditionalPaidInCapitalMember 2017-03-31 0000862651 us-gaap:AdditionalPaidInCapitalMember 2018-03-31 0000862651 us-gaap:AdditionalPaidInCapitalMember 2019-03-31 0000862651 us-gaap:TreasuryStockMember 2017-04-01 2018-03-31 0000862651 us-gaap:TreasuryStockMember 2018-04-01 2019-03-31 0000862651 us-gaap:TreasuryStockMember 2017-03-31 0000862651 us-gaap:TreasuryStockMember 2018-03-31 0000862651 us-gaap:TreasuryStockMember 2019-03-31 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-04-01 2018-03-31 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-04-01 2019-03-31 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-03-31 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-03-31 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-03-31 0000862651 us-gaap:RetainedEarningsMember 2017-04-01 2018-03-31 0000862651 us-gaap:RetainedEarningsMember 2018-04-01 2019-03-31 0000862651 us-gaap:RetainedEarningsMember 2017-03-31 0000862651 us-gaap:RetainedEarningsMember 2018-03-31 0000862651 us-gaap:RetainedEarningsMember 2019-03-31 0000862651 us-gaap:NoncontrollingInterestMember 2017-04-01 2018-03-31 0000862651 us-gaap:NoncontrollingInterestMember 2018-04-01 2019-03-31 0000862651 us-gaap:NoncontrollingInterestMember 2017-03-31 0000862651 us-gaap:NoncontrollingInterestMember 2018-03-31 0000862651 us-gaap:NoncontrollingInterestMember 2019-03-31 0000862651 2017-03-31 0000862651 2018-04-01 2018-12-31 0000862651 INVU:WealthGeneratorsMember 2017-03-26 2017-04-02 0000862651 INVU:AcquisitionOfUnitedGamesLLCAndUnitedLeagueLLCMember 2018-04-01 2019-03-31 0000862651 INVU:WealthGeneratorsMember 2017-04-02 0000862651 INVU:ContributionAgreementMember INVU:WealthGeneratorsLLCMember 2017-03-31 0000862651 INVU:ContributionAgreementMember INVU:WealthGeneratorsLLCMember 2016-04-01 2017-03-31 0000862651 INVU:AcquisitionAgreementMember INVU:MarketTrendStrategiesLLCMember 2017-06-05 2017-06-06 0000862651 INVU:PurchaseAgreementMember INVU:UnitedGamesMarketingLLCMember 2018-07-19 2018-07-20 0000862651 INVU:LongTermLicenseAgreementMember 2018-04-01 2019-03-31 0000862651 us-gaap:FurnitureAndFixturesMember 2018-04-01 2019-03-31 0000862651 us-gaap:ComputerEquipmentMember 2018-04-01 2019-03-31 0000862651 INVU:EuroToUSDMember 2019-03-31 0000862651 INVU:EuroToUSDMember 2019-12-31 0000862651 INVU:ColombianPesoToUSDMember 2019-03-31 0000862651 INVU:ColombianPesoToUSDMember 2019-12-31 0000862651 INVU:EuroToUSDMember 2019-04-01 2019-12-31 0000862651 INVU:EuroToUSDMember 2018-04-01 2018-12-31 0000862651 INVU:ColombianPesoToUSDMember 2019-04-01 2019-12-31 0000862651 INVU:ColombianPesoToUSDMember 2018-04-01 2018-12-31 0000862651 INVU:FireFanMobileApplicationMember 2019-04-01 2019-12-31 0000862651 INVU:BackOfficeSoftwareMember 2019-04-01 2019-12-31 0000862651 INVU:TradenameFireFanMember 2019-04-01 2019-12-31 0000862651 INVU:TradenameUnitedGamesMember 2019-04-01 2019-12-31 0000862651 us-gaap:CustomerRelationshipsMember 2019-04-01 2019-12-31 0000862651 INVU:FireFanMobileApplicationMember 2019-12-31 0000862651 INVU:BackOfficeSoftwareMember 2019-12-31 0000862651 INVU:TradenameFireFanMember 2019-12-31 0000862651 INVU:TradenameUnitedGamesMember 2019-12-31 0000862651 us-gaap:CustomerRelationshipsMember 2019-12-31 0000862651 INVU:SubscriptionRevenueMember 2018-04-01 2019-03-31 0000862651 INVU:SubscriptionRevenueMember 2017-04-01 2018-03-31 0000862651 INVU:EquipmentSalesMember 2018-04-01 2019-03-31 0000862651 INVU:EquipmentSalesMember 2017-04-01 2018-03-31 0000862651 INVU:CryptocurrencyMiningRevenueMember 2018-04-01 2019-03-31 0000862651 INVU:CryptocurrencyMiningRevenueMember 2017-04-01 2018-03-31 0000862651 us-gaap:ConvertibleDebtSecuritiesMember 2018-04-01 2019-03-31 0000862651 us-gaap:ConvertibleDebtSecuritiesMember 2017-04-01 2018-03-31 0000862651 INVU:OptionsToPurchaseCommonStockMember 2019-04-01 2019-12-31 0000862651 INVU:OptionsToPurchaseCommonStockMember 2018-04-01 2018-12-31 0000862651 us-gaap:WarrantMember 2019-04-01 2019-12-31 0000862651 us-gaap:WarrantMember 2018-04-01 2018-12-31 0000862651 INVU:NotesConvertibleIntoComonStockMember 2019-04-01 2019-12-31 0000862651 INVU:NotesConvertibleIntoComonStockMember 2018-04-01 2018-12-31 0000862651 us-gaap:FairValueInputsLevel1Member 2019-03-31 0000862651 us-gaap:FairValueInputsLevel1Member 2019-12-31 0000862651 us-gaap:FairValueInputsLevel2Member 2019-03-31 0000862651 us-gaap:FairValueInputsLevel2Member 2019-12-31 0000862651 us-gaap:FairValueInputsLevel3Member 2019-03-31 0000862651 us-gaap:FairValueInputsLevel3Member 2019-12-31 0000862651 INVU:ContributionAgreementMember INVU:WealthGeneratorsLLCMember 2017-04-02 0000862651 INVU:ContributionAgreementMember INVU:WealthGeneratorsLLCMember 2017-03-26 2017-04-02 0000862651 INVU:PurchaseAgreementMember INVU:UnitedGamesLLCAndUnitedLeagueLLCMember 2018-07-19 2018-07-20 0000862651 INVU:UnitedGamesLLCAndUnitedLeagueLLCMember 2018-07-19 2018-07-20 0000862651 INVU:UnitedGamesLLCAndUnitedLeagueLLCMember 2018-07-20 0000862651 INVU:AssignmentAndAssumptionAgreementMember INVU:AlphaProAssetManagementGroupMember 2019-03-31 0000862651 INVU:PurchaseAgreementMember 2018-07-19 2018-07-20 0000862651 INVU:PurchaseAgreementMember 2018-07-20 0000862651 us-gaap:ComputerEquipmentMember srt:ChiefExecutiveOfficerMember 2018-04-01 2019-03-31 0000862651 INVU:WealthGeneratorsMember 2018-04-01 2019-03-31 0000862651 2018-08-16 2018-08-17 0000862651 INVU:ShortTermPromissoryNoteMember 2018-04-01 2019-03-31 0000862651 2018-08-17 0000862651 INVU:RevenueShareAgreementMember 2019-03-31 0000862651 INVU:ShortTermAdvanceReceivedMember 2019-03-31 0000862651 INVU:ShortTermAdvanceReceivedMember 2019-12-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesOneMember 2019-03-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesOneMember 2019-12-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesTwoMember 2019-03-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesTwoMember 2019-12-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesMember 2019-03-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesMember 2019-12-31 0000862651 INVU:PromissoryNoteMember 2019-03-31 0000862651 INVU:PromissoryNoteMember 2019-12-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesThreeMember 2019-03-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesThreeMember 2019-12-31 0000862651 INVU:ConvertiblePromissoryNoteMember 2019-12-31 0000862651 INVU:ConvertiblePromissoryNoteOneMember 2019-03-31 0000862651 INVU:ConvertiblePromissoryNoteTwoMember 2019-12-31 0000862651 INVU:ConvertiblePromissoryNoteTwoMember 2019-03-31 0000862651 INVU:ConvertiblePromissoryNoteThreeMember 2019-12-31 0000862651 INVU:RevenueShareAgreementMember 2016-04-18 2016-04-19 0000862651 INVU:RevenueShareAgreementMember 2016-05-10 2016-05-11 0000862651 INVU:RevenueShareAgreementMember 2016-06-28 2016-06-29 0000862651 INVU:RevenueShareAgreementMember 2016-04-01 2016-04-30 0000862651 INVU:LenderMember 2016-04-01 2016-04-30 0000862651 INVU:RevenueShareAgreementMember 2018-04-01 2019-03-31 0000862651 2018-08-01 2018-08-31 0000862651 INVU:SecuredMerchantAgreementMember 2018-09-27 2018-09-28 0000862651 INVU:SecuredMerchantAgreementMember 2018-09-28 0000862651 INVU:NewSecuredMerchantAgreementMember 2019-02-27 2019-02-28 0000862651 INVU:SecuredMerchantAgreementMember 2019-01-10 2019-01-11 0000862651 INVU:SecuredMerchantAgreementMember INVU:PaymentsOfFirstThirtyDaysMember 2019-01-10 2019-01-11 0000862651 INVU:SecuredMerchantAgreementMember INVU:PaymentsThereafterMember 2019-01-10 2019-01-11 0000862651 INVU:SecuredMerchantAgreementMember 2019-01-11 0000862651 INVU:NewSecuredMerchantAgreementOneMember 2019-02-27 2019-02-28 0000862651 INVU:SecuredMerchantAgreementMember 2019-02-14 2019-02-15 0000862651 INVU:SecuredMerchantAgreementMember 2019-02-15 0000862651 INVU:SecuredMerchantAgreementMember 2018-04-01 2019-03-31 0000862651 INVU:SecuredMerchantAgreementMember 2018-12-16 2018-12-17 0000862651 INVU:SecuredMerchantAgreementMember 2018-12-17 0000862651 INVU:NewSecuredMerchantAgreementTwoMember 2019-02-27 2019-02-28 0000862651 INVU:SecuredMerchantAgreementOneMember 2019-02-14 2019-02-15 0000862651 INVU:SecuredMerchantAgreementOneMember 2019-02-15 0000862651 INVU:SecuredMerchantAgreementOneMember 2018-04-01 2019-03-31 0000862651 INVU:SecuredMerchantAgreementMember 2017-11-01 2018-10-31 0000862651 INVU:SecuredMerchantAgreementMember 2018-10-31 0000862651 INVU:NewSecuredMerchantAgreementThreeMember 2019-02-27 2019-02-28 0000862651 INVU:SecuredMerchantAgreementTwoMember 2019-02-14 2019-02-15 0000862651 INVU:SecuredMerchantAgreementTwoMember 2019-02-15 0000862651 INVU:SecondSecuredMerchantAgreementMember 2019-02-01 2019-02-28 0000862651 INVU:SecondSecuredMerchantAgreementMember 2019-02-28 0000862651 INVU:SecuredMerchantAgreementAndSecondSecuredMerchantAgreementMember 2018-04-01 2019-03-31 0000862651 2019-01-01 2019-01-31 0000862651 INVU:FinancingArrangementMember 2019-01-15 2019-01-16 0000862651 INVU:SecuredMerchantAgreementMember 2019-03-27 2019-03-29 0000862651 INVU:SecuredMerchantAgreementMember 2019-03-29 0000862651 INVU:SecuredMerchantAgreementTwoMember 2018-04-01 2019-03-31 0000862651 INVU:ConvertiblePromissoryNoteMember 2019-01-10 2019-01-11 0000862651 INVU:ConvertiblePromissoryNoteMember 2019-01-11 0000862651 INVU:ConvertiblePromissoryNoteMember 2018-04-01 2019-03-31 0000862651 INVU:ConvertiblePromissoryNotesOneMember 2019-02-05 2019-02-06 0000862651 INVU:ConvertiblePromissoryNotesOneMember 2019-02-06 0000862651 INVU:ConvertiblePromissoryNotesOneMember us-gaap:CommonStockMember 2019-02-06 0000862651 INVU:ConvertiblePromissoryNotesOneMember 2018-04-01 2019-03-31 0000862651 INVU:ConvertiblePromissoryNotesTwoMember 2018-04-01 2019-03-31 0000862651 us-gaap:MeasurementInputExpectedTermMember srt:MinimumMember 2019-04-01 2019-12-31 0000862651 us-gaap:MeasurementInputExpectedTermMember srt:MaximumMember 2019-04-01 2019-12-31 0000862651 INVU:PurchaseAgreementMember INVU:UnitedGamesLLCAndUnitedLeagueLLCMember 2018-04-01 2019-03-31 0000862651 INVU:PurchaseAgreementMember INVU:UnitedGamesLLCAndUnitedLeagueLLCMember 2018-08-01 2018-08-31 0000862651 INVU:PurchaseAgreementMember INVU:UnitedGamesLLCAndUnitedLeagueLLCMember 2019-03-01 2019-03-31 0000862651 INVU:PurchaseAgreementMember INVU:UnitedGamesLLCAndUnitedLeagueLLCMember 2019-03-31 0000862651 INVU:ThirdPartyAgreementMember 2018-04-01 2019-03-31 0000862651 INVU:CommonStockPurchaseAgreementMember 2018-04-01 2019-03-31 0000862651 INVU:OneyearConsultingAgreementMember 2017-04-01 2018-03-31 0000862651 INVU:FifteenYearLisenceAgreementMember 2017-04-01 2018-03-31 0000862651 INVU:ConsultingAndServiceAgreementsMember 2017-04-01 2018-03-31 0000862651 INVU:EquityDistributionAgreementMember 2017-04-01 2018-03-31 0000862651 us-gaap:NonqualifiedPlanMember 2007-12-31 0000862651 us-gaap:NonqualifiedPlanMember 2017-04-01 2018-03-31 0000862651 us-gaap:QualifiedPlanMember 2009-09-16 0000862651 us-gaap:QualifiedPlanMember 2017-04-01 2018-03-31 0000862651 INVU:EmployeesMember 2018-04-01 2019-03-31 0000862651 INVU:EmployeesMember 2017-04-01 2018-03-31 0000862651 INVU:SettlementAgreementMember 2018-12-30 2019-01-02 0000862651 INVU:UnitedStatesCommodityFuturesTradingCommissionMember 2018-02-01 2018-02-28 0000862651 INVU:KuveraLLCMember 2018-07-11 2018-07-12 0000862651 INVU:KuveraLLCMember 2018-12-01 2018-12-31 0000862651 INVU:FibernetCorpMember 2019-04-01 2019-12-31 0000862651 2019-01-15 2019-01-16 0000862651 INVU:ConvertiblePromissoryNotesTwoMember 2019-03-13 2019-03-14 0000862651 INVU:ConvertiblePromissoryNotesTwoMember 2019-03-14 0000862651 2019-12-31 0000862651 us-gaap:CommonStockMember 2019-12-31 0000862651 us-gaap:CommonStockMember 2018-12-31 0000862651 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0000862651 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0000862651 us-gaap:RetainedEarningsMember 2019-12-31 0000862651 us-gaap:RetainedEarningsMember 2018-12-31 0000862651 us-gaap:NoncontrollingInterestMember 2019-12-31 0000862651 us-gaap:NoncontrollingInterestMember 2018-12-31 0000862651 2018-12-31 0000862651 INVU:KuveraLATAMSASMember 2019-04-01 2019-04-02 0000862651 INVU:SubscriptionRevenueMember 2019-04-01 2019-12-31 0000862651 INVU:EquipmentSalesMember 2019-04-01 2019-12-31 0000862651 INVU:CryptocurrencyMiningRevenueMember 2019-04-01 2019-12-31 0000862651 INVU:SubscriptionRevenueMember 2018-04-01 2018-12-31 0000862651 INVU:EquipmentSalesMember 2018-04-01 2018-12-31 0000862651 INVU:CryptocurrencyMiningRevenueMember 2018-04-01 2018-12-31 0000862651 2018-04-01 2019-03-31 0000862651 INVU:ShortTermPromissoryNoteMember 2018-08-16 2018-08-17 0000862651 INVU:ShortTermPromissoryNoteMember 2018-08-17 0000862651 INVU:ShortTermPromissoryNoteMember 2018-08-30 2018-08-31 0000862651 INVU:ShortTermPromissoryNoteMember 2019-04-01 2019-12-31 0000862651 INVU:ConvertiblePromissoryNotesFourMember 2019-03-31 0000862651 INVU:ConvertiblePromissoryNoteFiveMember 2019-12-31 0000862651 INVU:SecuredMerchantAgreementMember 2019-04-01 2019-12-31 0000862651 INVU:SecuredMerchantAgreementOneMember 2019-04-01 2019-12-31 0000862651 INVU:SecuredMerchantAgreementTwoMember 2019-04-01 2019-12-31 0000862651 INVU:SecuredMerchantAgreementThreeMember 2018-04-01 2019-03-31 0000862651 INVU:ShortTermPromissoryNoteMember 2019-01-01 2019-01-31 0000862651 INVU:ShortTermPromissoryNoteMember 2019-01-15 2019-01-16 0000862651 INVU:ShortTermPromissoryNoteMember 2019-01-16 0000862651 INVU:SecuredMerchantAgreementThreeMember 2019-04-01 2019-12-31 0000862651 INVU:ConvertiblePromissoryNoteMember 2019-04-01 2019-12-31 0000862651 INVU:ConvertiblePromissoryNotesOneMember 2019-04-01 2019-12-31 0000862651 INVU:ConvertiblePromissoryNotesTwoMember 2019-04-01 2019-12-31 0000862651 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MinimumMember 2019-12-31 0000862651 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MaximumMember 2019-12-31 0000862651 us-gaap:MeasurementInputOptionVolatilityMember srt:MinimumMember 2019-12-31 0000862651 us-gaap:MeasurementInputOptionVolatilityMember srt:MaximumMember 2019-12-31 0000862651 INVU:EmployeesMember 2018-04-01 2018-12-31 0000862651 2018-10-01 2018-12-31 0000862651 2019-10-01 2019-12-31 0000862651 us-gaap:CommonStockMember 2019-10-01 2019-12-31 0000862651 us-gaap:CommonStockMember 2018-10-01 2018-12-31 0000862651 us-gaap:CommonStockMember 2019-09-30 0000862651 us-gaap:CommonStockMember 2018-09-30 0000862651 us-gaap:AdditionalPaidInCapitalMember 2019-10-01 2019-12-31 0000862651 us-gaap:AdditionalPaidInCapitalMember 2018-10-01 2018-12-31 0000862651 us-gaap:AdditionalPaidInCapitalMember 2019-09-30 0000862651 us-gaap:AdditionalPaidInCapitalMember 2018-09-30 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-10-01 2019-12-31 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-10-01 2018-12-31 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-09-30 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-09-30 0000862651 us-gaap:RetainedEarningsMember 2019-10-01 2019-12-31 0000862651 us-gaap:RetainedEarningsMember 2018-10-01 2018-12-31 0000862651 us-gaap:RetainedEarningsMember 2019-09-30 0000862651 us-gaap:RetainedEarningsMember 2018-09-30 0000862651 us-gaap:NoncontrollingInterestMember 2019-10-01 2019-12-31 0000862651 us-gaap:NoncontrollingInterestMember 2018-10-01 2018-12-31 0000862651 us-gaap:NoncontrollingInterestMember 2019-09-30 0000862651 us-gaap:NoncontrollingInterestMember 2018-09-30 0000862651 2019-09-30 0000862651 2018-09-30 0000862651 us-gaap:CommonStockMember 2019-04-01 2019-06-30 0000862651 us-gaap:CommonStockMember 2018-04-01 2018-06-30 0000862651 us-gaap:AdditionalPaidInCapitalMember 2019-04-01 2019-06-30 0000862651 us-gaap:AdditionalPaidInCapitalMember 2018-04-01 2018-06-30 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-04-01 2019-06-30 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-04-01 2018-06-30 0000862651 us-gaap:RetainedEarningsMember 2019-04-01 2019-06-30 0000862651 us-gaap:RetainedEarningsMember 2018-04-01 2018-06-30 0000862651 us-gaap:NoncontrollingInterestMember 2019-04-01 2019-06-30 0000862651 us-gaap:NoncontrollingInterestMember 2018-04-01 2018-06-30 0000862651 2019-04-01 2019-06-30 0000862651 2018-04-01 2018-06-30 0000862651 INVU:LicenseAgreementMember 2017-06-01 2017-06-30 0000862651 INVU:SubscriptionRevenueMember 2019-10-01 2019-12-31 0000862651 INVU:CryptocurrencyMiningRevenueMember 2019-10-01 2019-12-31 0000862651 INVU:FeeRevenueMember 2019-10-01 2019-12-31 0000862651 INVU:SubscriptionRevenueMember 2018-10-01 2018-12-31 0000862651 INVU:CryptocurrencyMiningRevenueMember 2018-10-01 2018-12-31 0000862651 INVU:FeeRevenueMember 2018-10-01 2018-12-31 0000862651 INVU:FeeRevenueMember 2019-04-01 2019-12-31 0000862651 INVU:FeeRevenueMember 2018-04-01 2018-12-31 0000862651 INVU:EquipmentSalesMember 2019-10-01 2019-12-31 0000862651 INVU:EquipmentSalesMember 2018-10-01 2018-12-31 0000862651 us-gaap:FurnitureAndFixturesMember 2019-04-01 2019-12-31 0000862651 us-gaap:ComputerEquipmentMember 2019-04-01 2019-12-31 0000862651 us-gaap:FurnitureAndFixturesMember 2019-12-31 0000862651 us-gaap:ComputerEquipmentMember 2019-12-31 0000862651 INVU:DataProcessingEquipmentMember 2019-04-01 2019-12-31 0000862651 INVU:DataProcessingEquipmentMember 2019-12-31 0000862651 INVU:SaleAndLeasebackMember 2019-04-01 2019-12-31 0000862651 INVU:SaleAndLeasebackMember 2019-12-31 0000862651 INVU:MajorityShareholdersAndOtherRelatedPartiesMember 2019-04-01 2019-12-31 0000862651 INVU:SeniorManagementTeamMember 2019-07-23 0000862651 INVU:ConvertiblePromissoryNoteMember us-gaap:LenderConcentrationRiskMember 2019-07-23 0000862651 INVU:ConvertiblePromissoryNoteMember us-gaap:LenderConcentrationRiskMember 2019-07-22 2019-07-23 0000862651 INVU:ConvertiblePromissoryNoteMember INVU:JanuaryOfTwoThousandTwentyThroughJuneOfTwoThousandTwentyMember 2019-07-22 2019-07-23 0000862651 INVU:ConvertiblePromissoryNoteMember INVU:JulyOfTwoThousandTwentyMember 2019-07-22 2019-07-23 0000862651 INVU:ConvertiblePromissoryNoteMember 2019-04-01 2019-12-31 0000862651 us-gaap:ShortTermDebtMember 2019-04-01 2019-12-31 0000862651 INVU:ShortTermDebtOneMember 2019-04-01 2019-12-31 0000862651 INVU:ShortTermDebtTwoMember 2019-04-01 2019-12-31 0000862651 INVU:ConvertiblePromissoryNoteOneMember 2019-12-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesFourMember 2019-12-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesFourMember 2019-03-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesFiveMember 2019-12-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesFiveMember 2019-03-31 0000862651 INVU:SecuredMerchantAgreementMember 2019-08-16 0000862651 INVU:SecuredMerchantAgreementOneMember 2019-08-16 0000862651 INVU:SecuredMerchantAgreementTwoMember 2019-08-16 0000862651 INVU:SecuredMerchantAgreementFourMember 2019-08-14 2019-08-15 0000862651 INVU:SecuredMerchantAgreementFourMember 2019-08-15 0000862651 INVU:SecuredMerchantAgreementFourMember INVU:ACHPaymentsMember 2019-08-14 2019-08-15 0000862651 INVU:SecuredMerchantAgreementFiveMember 2019-08-14 2019-08-16 0000862651 INVU:SecuredMerchantAgreementFiveMember 2019-08-16 0000862651 INVU:SecuredMerchantAgreementFiveMember 2019-04-01 2019-12-31 0000862651 INVU:ConvertiblePromissoryNoteFourMember 2019-04-01 2019-12-31 0000862651 INVU:ConvertiblePromissoryNotesFourMember 2019-12-31 0000862651 INVU:ConvertiblePromissoryNotesThreeMember 2019-08-01 2019-08-30 0000862651 INVU:ConvertiblePromissoryNotesThreeMember 2019-08-30 0000862651 INVU:ConvertiblePromissoryNotesThreeMember 2019-04-01 2019-12-31 0000862651 INVU:ConvertiblePromissoryNoteFourMember 2019-09-10 2019-09-11 0000862651 INVU:ConvertiblePromissoryNoteFourMember 2019-09-11 0000862651 INVU:JointVentureAgreementMember 2019-03-01 2019-03-31 0000862651 INVU:EatontownNewJerseyAndKaysvilleUtahMember 2019-12-31 0000862651 INVU:KaysvilleLeaseMember 2019-12-31 0000862651 INVU:EatontownNewJerseyMember 2019-12-31 0000862651 INVU:MiningRevenueMember 2019-10-01 2019-12-31 0000862651 INVU:MiningRevenueMember 2018-10-01 2018-12-31 0000862651 INVU:MiningRevenueMember 2019-04-01 2019-12-31 0000862651 INVU:MiningRevenueMember 2018-04-01 2018-12-31 0000862651 us-gaap:CommonStockMember 2019-07-01 2019-09-30 0000862651 us-gaap:CommonStockMember 2018-07-01 2018-09-30 0000862651 us-gaap:CommonStockMember 2019-06-30 0000862651 us-gaap:CommonStockMember 2018-06-30 0000862651 us-gaap:AdditionalPaidInCapitalMember 2019-07-01 2019-09-30 0000862651 us-gaap:AdditionalPaidInCapitalMember 2018-07-01 2018-09-30 0000862651 us-gaap:AdditionalPaidInCapitalMember 2019-06-30 0000862651 us-gaap:AdditionalPaidInCapitalMember 2018-06-30 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-07-01 2019-09-30 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-07-01 2018-09-30 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-06-30 0000862651 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-06-30 0000862651 us-gaap:RetainedEarningsMember 2019-07-01 2019-09-30 0000862651 us-gaap:RetainedEarningsMember 2018-07-01 2018-09-30 0000862651 us-gaap:RetainedEarningsMember 2019-06-30 0000862651 us-gaap:RetainedEarningsMember 2018-06-30 0000862651 us-gaap:NoncontrollingInterestMember 2019-07-01 2019-09-30 0000862651 us-gaap:NoncontrollingInterestMember 2018-07-01 2018-09-30 0000862651 us-gaap:NoncontrollingInterestMember 2019-06-30 0000862651 us-gaap:NoncontrollingInterestMember 2018-06-30 0000862651 2019-07-01 2019-09-30 0000862651 2018-07-01 2018-09-30 0000862651 2019-06-30 0000862651 2018-06-30 0000862651 INVU:MacAccountingGroupLLPMember INVU:EmploymentAgreementMember 2019-12-31 0000862651 INVU:ConvertibleNoteMember 2019-04-01 2019-12-31 0000862651 INVU:ConvertiblePromissoryNoteFiveMember 2019-03-31 0000862651 INVU:AugustTwoThousandAndNineteenArrangementMember 2019-04-01 2019-12-31 0000862651 INVU:DecemberTwoThousandAndNineteenArrangementMember 2019-04-01 2019-12-31 0000862651 INVU:AugustTwoThousandAndNineteenArrangementMember 2019-12-31 0000862651 INVU:SecuredMerchantAgreementFourMember INVU:ACHPaymentsMember 2019-04-01 2019-12-31 0000862651 INVU:DecemberTwoThousandAndNineteenArrangementMember 2019-12-31 0000862651 INVU:EmployeesMember 2018-10-01 2018-12-31 0000862651 INVU:EmployeesMember 2019-10-01 2019-12-31 0000862651 us-gaap:SubsequentEventMember 2020-01-01 2020-02-12 0000862651 INVU:ConvertiblePromissoryNoteThreeMember 2019-03-31 0000862651 INVU:EmployeesMember 2019-12-31 0000862651 INVU:UnitedStatesCommodityFuturesTradingCommissionMember 2018-02-28 0000862651 INVU:DerivativeInstrumentMember 2019-04-01 2019-12-31 0000862651 INVU:DerivativeInstrumentMember 2019-12-31 0000862651 INVU:ConvertiblePromissoryNotesOneMember 2019-12-31 0000862651 INVU:LongTermLicenseAgreementMember 2017-04-01 2018-03-31 0000862651 INVU:EuroToUSDMember 2018-03-31 0000862651 INVU:ColombianPesoToUSDMember 2018-03-31 0000862651 INVU:EuroToUSDMember 2018-04-01 2019-03-31 0000862651 INVU:EuroToUSDMember 2017-04-01 2018-03-31 0000862651 INVU:ColombianPesoToUSDMember 2018-04-01 2019-03-31 0000862651 INVU:ColombianPesoToUSDMember 2017-04-01 2018-03-31 0000862651 INVU:FireFanMobileApplicationMember 2018-04-01 2019-03-31 0000862651 INVU:BackOfficeSoftwareMember 2018-04-01 2019-03-28 0000862651 INVU:TradenameFireFanMember 2018-04-01 2019-03-31 0000862651 INVU:TradenameUnitedGamesMember 2018-04-01 2019-03-31 0000862651 us-gaap:CustomerRelationshipsMember 2018-04-01 2019-03-31 0000862651 INVU:FireFanMobileApplicationMember 2019-03-31 0000862651 INVU:BackOfficeSoftwareMember 2019-03-31 0000862651 INVU:TradenameFireFanMember 2019-03-31 0000862651 INVU:TradenameUnitedGamesMember 2019-03-31 0000862651 us-gaap:CustomerRelationshipsMember 2019-03-31 0000862651 us-gaap:FairValueInputsLevel1Member 2018-03-31 0000862651 us-gaap:FairValueInputsLevel2Member 2018-03-31 0000862651 us-gaap:FairValueInputsLevel3Member 2018-03-31 0000862651 INVU:OptionsToPurchaseCommonStockMember 2018-04-01 2019-03-31 0000862651 INVU:OptionsToPurchaseCommonStockMember 2017-04-01 2018-03-31 0000862651 us-gaap:WarrantMember 2018-04-01 2019-03-31 0000862651 us-gaap:WarrantMember 2017-04-01 2018-03-31 0000862651 INVU:NotesConvertibleIntoComonStockMember 2018-04-01 2019-03-31 0000862651 INVU:NotesConvertibleIntoComonStockMember 2017-04-01 2018-03-31 0000862651 INVU:RevenueShareAgreementMember 2018-03-31 0000862651 INVU:ShortTermAdvanceReceivedMember 2018-03-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesMember 2018-03-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesOneMember 2018-03-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesTwoMember 2018-03-31 0000862651 INVU:PromissoryNoteMember 2018-03-31 0000862651 INVU:SecuredMerchantAgreementForFutureReceivablesThreeMember 2018-03-31 0000862651 INVU:ConvertiblePromissoryNoteMember 2018-03-31 0000862651 INVU:ConvertiblePromissoryNoteOneMember 2018-03-31 0000862651 INVU:ConvertiblePromissoryNoteTwoMember 2018-03-31 0000862651 INVU:ConvertiblePromissoryNoteMember 2019-01-01 2019-01-31 0000862651 INVU:ConvertiblePromissoryNoteMember 2019-01-31 0000862651 INVU:ConvertiblePromissoryNoteMember 2019-02-01 2019-02-28 0000862651 INVU:ConvertiblePromissoryNoteMember 2019-02-28 0000862651 INVU:ConvertiblePromissoryNoteMember us-gaap:CommonStockMember 2019-02-28 0000862651 INVU:ConvertiblePromissoryNoteOneMember 2018-04-01 2019-03-31 0000862651 INVU:ConvertiblePromissoryNoteTwoMember 2019-03-01 2019-03-31 0000862651 INVU:ConvertiblePromissoryNoteTwoMember 2019-03-31 0000862651 INVU:ConvertiblePromissoryNoteTwoMember 2018-04-01 2019-03-31 0000862651 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MinimumMember 2019-03-31 0000862651 us-gaap:MeasurementInputRiskFreeInterestRateMember srt:MaximumMember 2019-03-31 0000862651 us-gaap:MeasurementInputExpectedTermMember srt:MinimumMember 2018-04-01 2019-03-31 0000862651 us-gaap:MeasurementInputExpectedTermMember srt:MaximumMember 2018-04-01 2019-03-31 0000862651 us-gaap:MeasurementInputOptionVolatilityMember srt:MinimumMember 2019-03-31 0000862651 us-gaap:MeasurementInputOptionVolatilityMember srt:MaximumMember 2019-03-31 0000862651 us-gaap:NonqualifiedPlanMember 2007-03-31 0000862651 us-gaap:NonqualifiedPlanMember 2018-04-01 2019-03-31 0000862651 us-gaap:QualifiedPlanMember 2018-04-01 2019-03-31 0000862651 INVU:UnitedStatesCommodityFuturesTradingCommissionMember 2018-04-01 2019-03-31 0000862651 INVU:FibernetCorpMember INVU:JuneTwoThousandNineteenMember 2018-04-01 2019-03-31 0000862651 us-gaap:SubsequentEventMember INVU:ShortTermPromissoryNoteOneMember 2019-04-01 2019-04-30 0000862651 us-gaap:SubsequentEventMember INVU:ShortTermPromissoryNoteTwoMember 2019-04-01 2019-04-30 0000862651 us-gaap:SubsequentEventMember INVU:OfficeLeaseAgreementMember 2019-06-30 0000862651 us-gaap:SubsequentEventMember INVU:OfficeLeaseAgreementMember INVU:MonthsOneThroughSixMember 2019-06-01 2019-06-30 0000862651 us-gaap:SubsequentEventMember INVU:OfficeLeaseAgreementMember INVU:MonthsSixThroughTwelveMember 2019-06-01 2019-06-30 0000862651 us-gaap:SubsequentEventMember INVU:OfficeLeaseAgreementMember INVU:MonthsThirteenThroughThirtySixMember 2019-06-01 2019-06-30 0000862651 us-gaap:SubsequentEventMember INVU:TritonFundsLPMember 2019-05-01 2019-05-31 0000862651 us-gaap:SubsequentEventMember INVU:TritonFundsLPMember 2019-06-01 2019-06-30 0000862651 INVU:TritonFundsLPMember 2019-03-01 2019-03-31 0000862651 us-gaap:SubsequentEventMember INVU:TritonFundsLPMember 2019-04-01 2019-04-30 0000862651 INVU:CommonStockOneMember 2017-04-01 2018-03-31 0000862651 us-gaap:SubsequentEventMember 2019-04-01 2019-04-02 0000862651 INVU:FinancingArrangementMember 2019-01-16 0000862651 INVU:CommonStockPurchaseAgreementMember 2019-03-31 0000862651 us-gaap:PreferredStockMember srt:MaximumMember 2019-12-31 0000862651 us-gaap:PreferredStockMember srt:MaximumMember 2019-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure INVU:Integer utr:sqft S-1 Investview, Inc. 0000862651 Non-accelerated Filer true 1977030 195245 75000 65000 468790 597060 641687 60000 25650 26600 76686 2181578 35829 1594423 454378 31948 5557 195245 2640161 2169661 69871 3003490 69871 15000 5000 714999 59215648 267127500 400000000 125000 80000000 94250333 7000000 39215648 80000000 13000000 39215648 39215648 267127500 825000 2495388 267128 2228260 6760000 1000000 7500 2256000 6719734 175000 7000 168000 39216 285784 325000 2256000 13000 312000 325000 325000 325000 50000000 50000000 50000000 50000000 50000000 50000000 2916917 161154 269400 139799 26100 179600 49646 224500 61330 61330 23152 72514 4831 1052523 126292 241823 294780 1650 14850 114848 197486 133168 903285 187747 31158 27783 143000 54094 72514 4831 113315 113315 1983220 150400 150400 2133620 1754500 1316500 996169 1382168 1367168 105000 1649500 50000 100000 3801562 1424578 1164396 25000 600000 195245 839400 605899 489650 1000 2999 39993 909350 141372 559600 138000 840000 129388 699500 371620 629550 419700 157410 45000 157410 60000 2936044 60000 451886 413580 509840 4500 40500 1399000 6823 1189150 533750 559486 153986 2448250 <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 2 &#8211; SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Basis of Presentation</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 &#8220;SEC&#8221;) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the nine months ended December 31, 2019, are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2020. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2019 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2019.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Principles of Consolidation</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment Tools &#38; Training, LLC, Apex Tek, LLC (formerly Razor Data, LLC), S.A.F.E. Management, LLC, SafeTek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. Through March 31, 2019 we had determined that one affiliated entity, Kuvera LATAM S.A.S., which we previously conducted business with, was a variable interest entity and we were the primary beneficiary of the entity&#8217;s activities, which are similar to those of Kuvera, LLC. As a result, through March 31, 2019 we had consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements. Further, because the Company did not have any ownership interest in this variable interest entity, the Company had allocated the contributed capital in the variable interest entity as a component of noncontrolling interest. As of April 1, 2019 Kuvera LATAM S.A.S. had no operations and ceased to exist, therefore, as of that date, no consolidation of the entity is necessary and we recorded a gain on deconsolidation of $53,739 to eliminate the intercompany account with Kuvera LATAM S.A.S. All intercompany transactions and balances have been eliminated in consolidation.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Financial Statement Reclassification</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Use of Estimates</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Foreign Exchange</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements and have consolidated the accounts of Kuvera LATAM S.A.S. through March 31, 2019. The operations of Kuvera France S.A.S. are conducted in France and its functional currency is the Euro. The operations of Kuvera LATAM S.A.S. were conducted in Colombia and its functional currency is the Colombian Peso.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The financial statements of Kuvera France S.A.S. and Kuvera LATAM S.A.S. are prepared using their respective functional currency and have been translated into U.S. dollars (&#8220;USD&#8221;). Assets and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders&#8217; equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders&#8217; equity (deficit).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>December 31, 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>March 31, 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%; text-align: justify"><font style="font-size: 10pt">Euro to USD</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">1.12165</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">1.12200</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Colombian Peso to USD</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">n/a</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00031</font></td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Nine Months Ended December 31,</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 66%; text-align: justify"><font style="font-size: 10pt">Euro to USD</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">1.11443</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">n/a</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Colombian Peso to USD</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">n/a</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00034</font></td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Cryptocurrencies</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We hold cryptocurrency-denominated assets (&#8220;cryptocurrencies&#8221;) and include them in our consolidated balance sheet as other current assets. We record cryptocurrencies at fair market value and recognize the change in the fair value of our cryptocurrencies as an unrealized gain or loss in the consolidated statement of operations. As of December 31, 2019 and March 31, 2019 the fair value of our cryptocurrencies was $156,448 and $142,061, respectively. During the nine months ended December 31, 2019 we recorded $(657) and $8,445 as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the nine months ended December 31, 2018 we recorded $16,363 and $95,810 as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the three months ended December 31, 2019 we recorded $10 and $(16,885) as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the three months ended December 31, 2018 we recorded $10 and $(16,885) as a total realized and unrealized gain (loss) on cryptocurrency, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Fixed Assets</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of December 31, 2019 fixed assets were made up of the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Estimated</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Useful</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Life</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>(years)</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Value</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%"><font style="font-size: 10pt">Furniture, fixtures, and equipment</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: center"><font style="font-size: 10pt">10</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">11,372</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Computer equipment</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">3</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">19,533</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Data processing equipment</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center"><font style="font-size: 10pt">3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">4,166,470</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">4,197,375</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Accumulated amortization as of December 31, 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(333,034</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net book value, December 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">3,864,341</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Total depreciation expense for the nine months ended December 31, 2019 and 2018, was $320,528 and $4,126, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Long-Lived Assets &#8211; Intangible Assets &#38; License Agreement</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We account for our intangible assets and 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 and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In June of 2017 we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement. Annual amortization over the 15-year life is expected to be $150,400 per year. Amortization recognized for the nine months ended December 31, 2019 and 2018 was $113,315 and $113,315, respectively, and the long-term license agreement was recorded at a net value of $1,869,905 and $1,983,220 as of December 31, 2019 and March 31, 2019, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination. Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and are being amortized on a straight-line method over their estimated useful lives. During the nine months ended December 31, 2019 we impaired the value of the customer contracts/relationships originally acquired.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Estimated</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Useful</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Life</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>(years)</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Value</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%"><font style="font-size: 10pt">FireFan mobile application</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 11%; text-align: center"><font style="font-size: 10pt">4</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">331,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Back office software</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">10</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">408,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Tradename/trademark - FireFan</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">5</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">248,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Tradename/trademark - United Games</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">0.45</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">4,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Customer contracts/relationships</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">n/a</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">991,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Accumulated amortization as of December 31, 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(254,949</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net book value, December 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">736,051</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">Amortization expense is expected to be as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 86%; text-align: justify"><font style="font-size: 10pt">Remainder of 2020</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">43,169</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2021</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">173,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2022</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">173,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2023</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">115,338</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2024</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">55,748</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2025 and beyond</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">175,496</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">736,051</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Impairment of Long-Lived Assets</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have adopted ASC Subtopic 360-10, Property, Plant and Equipment (&#8220;ASC 360-10&#8221;). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company evaluates the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset&#8217;s carrying value and fair value or disposable value. During the nine months ended December 31, 2019 and 2018 impairment of $627,452 and $0 was recognized, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Fair Value of Financial Instruments</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px">&#160;</td> <td style="width: 72px; text-align: justify"><font style="font-size: 10pt">Level 1:</font></td> <td style="text-align: justify"><font style="font-size: 10pt">Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Level 2:</font></td> <td style="text-align: justify"><font style="font-size: 10pt">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:</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-&#160;&#160;&#160;quoted prices for similar assets or liabilities in active markets;</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-&#160;&#160;&#160;quoted prices for identical or similar assets or liabilities in markets that are not active;</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-&#160;&#160;&#160;inputs other than quoted prices that are observable for the asset or liability; and</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-&#160;&#160;&#160;inputs that are derived principally from or corroborated by observable market data by correlation or other means.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Level 3:</font></td> <td style="text-align: justify"><font style="font-size: 10pt">Inputs that are unobservable and reflect management&#8217;s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our financial instruments consist of cash, accounts receivable, accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of December 31, 2019 and March 31, 2019, approximates the fair value due to their short-term nature.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 1</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 2</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 3</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 48%; padding-bottom: 1.5pt"><font style="font-size: 10pt">Cryptocurrencies</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">156,448</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">&#160;&#160;-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">156,448</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total Assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">156,448</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">156,448</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Derivative liability</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">383,670</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">383,670</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total Liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">383,670</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">383,670</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 1</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 2</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 3</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 48%; padding-bottom: 1.5pt"><font style="font-size: 10pt">Cryptocurrencies</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">&#160;&#160;-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total Assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Derivative liability</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total Liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Sale and Leaseback</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Through our wholly-owned subsidiary, APEX Tex, LLC, we sell high powered data processing equipment (&#8220;APEX&#8221;) to our customers and they lease the equipment back to SAFETek, LLC, another of our wholly-owned subsidiaries. We account for these transactions under ASC 842-40 where the leaseback has been deemed a sales-type lease due to the lease term generally covering the entire economic life of the equipment and our likelihood to purchase the asset at the end of the lease term. In accordance with ASC 842-40 we have recorded the data processing equipment as a fixed asset on our balance sheet and we have accounted for the amounts received for the equipment as a financial liability, in other liabilities on our balance sheet. Further, we will recognize interest on the financial liability over the term of the lease to ensure the financial liability equates to the total amounts to be paid over the life of the lease.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the nine months ended December 31, 2019 we had the following activity related to our sale and leaseback transactions:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 86%"><font style="font-size: 10pt">Proceeds from sales of APEX</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">9,693,141</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Interest recognized on financial liability</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">877,352</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Payments made for leased equipment</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(1,341,100</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Total financial liability</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">9,229,393</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Other current liabilities [1]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(7,576,800</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Other long-term liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,652,593</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">[1] Represents lease payments to be made in the next 12 months</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of December 31, 2019, we have received proceeds of $607,205 in additional deposits for APEX sales, which has been recorded in the customer advance amount shown on our balance sheet.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Revenue Recognition</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Subscription Revenue</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period, therefore we recognize revenue ratably 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 collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Equipment Sales</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing activities: protein folding, CGI rendering, Game Streaming, Machine &#38; Deep Learning, Mining, Independent Financial Verification, and general high-speed computing. We recognize equipment sales revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver an equipment package to our customers which includes hardware, software, and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a separate third party that provides such services.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cryptocurrency Mining Service Revenue</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We generate revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party supplier. We recognize cryptocurrency mining service revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-party to provide mining services to our customers and payment is received at the time of purchase, therefore revenue is recognized upon receipt of payment. We recognize revenue in the amount of the fee to which we are entitled to as an agent, or the amount of consideration that we retain after paying the third-party the consideration received in exchange for the services the third-party is to provide.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Mining Revenue</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Through our wholly owned subsidiary, SAFETek, LLC, we lease equipment under a sales-type lease and use the equipment on blockchain networks to validate and add blocks of transactions to blockchain ledgers (commonly referred to as &#8220;mining&#8221;). As compensation for mining we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us. Our mining activities constitute our ongoing major and central operations of SAFETek, LLC. Because we do not have contracts, nor do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately granted to us as a result of our mining activities.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fee Revenue</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we receive payment for such advisory fees in the month following recognition.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the nine months ended December 31, 2019 is as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Subscription</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Revenue</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Equipment Sales</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Cryptocurrency Mining Service Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Mining Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Fee Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 46%"><font style="font-size: 10pt">Gross billings/receipts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">21,214,747</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">380,871</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">9,486</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">21,605,104</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,887,656</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,887,656</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">19,327,091</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">380,871</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">9,486</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">19,717,448</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the nine months ended December 31, 2018 is as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Subscription</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Revenue</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Equipment Sales</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Cryptocurrency Mining Service Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Mining Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Fee Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 46%"><font style="font-size: 10pt">Gross billings/receipts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">21,882,005</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">698,954</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">5,690,380</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">28,271,389</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,047,007</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(4,000</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(6,501</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,057,508</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(3,871,278</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(3,871,278</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">20,835,048</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">694,954</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,812,601</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">23,342,603</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the three months ended December 31, 2019 is as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Subscription</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Revenue</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Equipment Sales</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Cryptocurrency Mining Service Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Mining Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Fee Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 46%"><font style="font-size: 10pt">Gross billings/receipts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">5,096,886</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">380,871</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">4,117</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">5,481,874</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(518,263</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(518,263</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">4,578,623</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">380,871</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">4,117</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">4,963,611</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the three months ended December 31, 2018 is as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Subscription</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Revenue</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Equipment Sales</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Cryptocurrency Mining Service Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Mining Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Fee Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 46%"><font style="font-size: 10pt">Gross billings/receipts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">7,204,415</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">698,954</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">40,779</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">7,944,148</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(200,613</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(4,000</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(6,501</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(211,114</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">7,003,802</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">694,954</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">34,278</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">7,773,034</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><b>Net Income (Loss) per Share</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We follow ASC subtopic 260-10, Earnings per Share (&#8220;ASC 260-10&#8221;), which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>December 31,<br /> 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>December 31,<br /> 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%"><font style="font-size: 10pt">Options to purchase common stock</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Warrants to purchase common stock</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">125,000</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">6,052,497</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Notes convertible into common stock</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">11,080,447</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Totals</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">11,205,447</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">6,087,497</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Lease Obligation</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We <font style="background-color: white">determine if an arrangement is a lease at inception. Operating leases are included in the operating lease right-of-use asset account, the operating lease liability, current account, and the operating lease liability, long term account in our balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="background-color: white">Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. </font>We have elected to not apply the recognition requirements of ASC 842 to short-term leases (leases with terms of twelve months or less). <font style="background-color: white">Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. We have elected the practical expedient and will not separate non-lease components from lease components and will instead account for </font>each separate lease component and non-lease component associated with the lease components as a single lease component.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 2 &#8211; SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Basis of Accounting</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Principles of Consolidation</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment Tools &#38; Training, LLC, Razor Data Corp., S.A.F.E. Management, LLC, SafeTek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. We have determined that one affiliated entity, Kuvera LATAM S.A.S., which we conduct business with, is a variable interest entity and we are the primary beneficiary of the entity&#8217;s activities, which are similar to those of Kuvera, LLC. As a result, we have consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements. Further, because we do not have any ownership interest in this variable interest entity, we have allocated the contributed capital in the variable interest entity as a component of noncontrolling interest. All intercompany transactions and balances have been eliminated in consolidation.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Use of Estimates</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Foreign Exchange</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have consolidated the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into our consolidated financial statements. The operations of Kuvera France S.A.S. are conducted in France and its functional currency is the Euro. The operations of Kuvera LATAM S.A.S. are conducted in Colombia and its functional currency is the Colombian Peso.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The financial statements of Kuvera France S.A.S. and Kuvera LATAM S.A.S. are prepared using their respective functional currency and have been translated into U.S. dollars (&#8220;USD&#8221;). Assets and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders&#8217; equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders&#8217; equity (deficit).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">March 31, <br /> 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">March 31, <br /> 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%"><font style="font-size: 10pt">Euro to USD</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">1.12200</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">n/a</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Colombian Peso to USD</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00031</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00036</font></td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Year ended March 31,</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2019</font></td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2018</font></td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%"><font style="font-size: 10pt">Euro to USD</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">1.13580</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">n/a</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Colombian Peso to USD</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00033</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00034</font></td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Concentration of Credit Risk</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Financial instruments that potentially expose us to concentration of credit risk include cash, accounts receivable, and advances. We place our cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit of $250,000. As of March 31, 2019 and 2018, cash balances that exceeded FDIC limits were $0 and $1,095,329, respectively, and we have not experienced significant losses relating to these concentrations in the past.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Cash and Cash Equivalents</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For purposes of reporting cash flows, we consider all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. As of March 31, 2019 and 2018, we had no cash equivalents.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Receivables</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Receivables are carried at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual receivables and receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. We had no allowance for doubtful accounts as of March 31, 2019 and 2018.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Cryptocurrencies</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We hold cryptocurrency-denominated assets (&#8220;cryptocurrencies&#8221;) and include them in our consolidated balance sheet as other current assets. We record cryptocurrencies at fair market value and recognize the change in the fair value of our cryptocurrencies as an unrealized gain or loss in the consolidated statement of operations. As of March 31, 2019 and March 31, 2018, the fair value of our cryptocurrencies was $142,061 and $480,370, respectively. During the year ended March 31, 2019, we recorded $16,241 and $106,488 as realized and unrealized gain (loss) on cryptocurrency, respectively. During the year ended March 31, 2018, we recorded $(10,939) and $(135,729) as realized and unrealized gain (loss) on cryptocurrency, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Fixed Assets</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 81%; text-align: justify"><font style="font-size: 10pt">Furniture, fixtures, and equipment</font></td> <td style="width: 1%">&#160;</td> <td style="width: 17%; text-align: right"><font style="font-size: 10pt">10 years</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Computer equipment</font></td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">3 years</font></td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fixed assets are presented net of accumulated depreciation of $12,505 and $7,173, as of March 31, 2019 and 2018, respectively. Total depreciation expense for the years ended March 31, 2019 and 2018, was $5,332 and $2,639, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Long-Lived Assets &#8211; Intangible Assets &#38; License Agreement</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We account for our intangible assets and long-term license agreement in accordance with Financial Accounting Standards Board (&#8220;FASB&#8221;) Accounting Standards Codification (&#8220;ASC&#8221;) 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 and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In June of 2017 we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement. Annual amortization over the 15-year life is expected to be $150,400 per year. Amortization recognized for the year ended March 31, 2019 and 2018, was $150,400 and $122,380, respectively, and the long-term license agreement was recorded at a net value of $1,983,220 and $2,133,620 as of March 31, 2019 and 2018, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination (see Note 5). Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and are being amortized on a straight-line method over their estimated useful lives.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Estimated</font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Useful</font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Life</font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">(years)</font></td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Value</font></td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 68%"><font style="font-size: 10pt">FireFan mobile application</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 13%; text-align: center"><font style="font-size: 10pt">4</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">331,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Back office software</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">10</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">408,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Tradename/trademark - FireFan</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">5</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">248,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Tradename/trademark - United Games</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">0.45</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">4,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Customer contracts/relationships</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">5</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">825,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">1,816,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Accumulated amortization as of March 31, 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(239,315</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net book value, March 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt; text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,576,685</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Amortization expense is expected to be as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 84%"><font style="font-size: 10pt">Fiscal year ending March 31, 2020</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">338,150</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Fiscal year ending March 31, 2021</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">338,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Fiscal year ending March 31, 2022</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">338,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Fiscal year ending March 31, 2023</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">280,565</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Fiscal year ending March 31, 2024 and beyond</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">281,670</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,576,685</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Impairment of Long-Lived Assets</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have adopted ASC Subtopic 360-10, Property, Plant and Equipment. ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by us be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset&#8217;s carrying value and fair value or disposable value.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Fair Value of Financial Instruments</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px; text-align: justify">&#160;</td> <td style="width: 67px; text-align: justify"><font style="font-size: 10pt">Level 1:</font></td> <td style="text-align: justify"><font style="font-size: 10pt">Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Level 2:</font></td> <td style="text-align: justify"><font style="font-size: 10pt">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:</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 1.25in; text-align: justify; text-indent: -0.25in">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 91px; text-align: justify">&#160;</td> <td style="width: 24px; text-align: justify"><font style="font-size: 10pt">-</font></td> <td style="text-align: justify"><font style="font-size: 10pt">quoted prices for similar assets or liabilities in active markets;</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-</font></td> <td style="text-align: justify"><font style="font-size: 10pt">quoted prices for identical or similar assets or liabilities in markets that are not active;</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-</font></td> <td style="text-align: justify"><font style="font-size: 10pt">inputs other than quoted prices that are observable for the asset or liability; and</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-</font></td> <td style="text-align: justify"><font style="font-size: 10pt">inputs that are derived principally from or corroborated by observable market data by correlation or other means.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px; text-align: justify">&#160;</td> <td style="width: 67px; text-align: justify"><font style="font-size: 10pt">Level 3:</font></td> <td style="text-align: justify"><font style="font-size: 10pt">Inputs that are unobservable and reflect management&#8217;s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 March 31, 2019 and March 31, 2018, approximates the fair value due to their short-term nature.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%; padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Cryptocurrencies</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total Assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Derivative liability</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total Liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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, 2018:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%; padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Cryptocurrencies</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">480,370</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">480,370</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total Assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">480,370</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">480,370</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total Liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Revenue Recognition</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Effective April 1, 2018, we adopted the ASC Subtopic 606-10, Revenue from Contracts with Customers. The adoption of ASC 606-10 had no impact on prior year or previously disclosed amounts. In accordance with ASC 606-10, revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably 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 collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We generate revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party supplier. Our performance obligation is to arrange for the third-party to provide mining services to our customers and payment is received at the time of purchase, therefore revenue is recognized upon receipt of payment. We recognize revenue in the amount of the fee to which we are entitled to as an agent, or the amount of consideration that we retain after paying the third-party the consideration received in exchange for the services the third-party is to provide.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing activities: protein folding, CGI rendering, game streaming, machine &#38; deep learning, mining, independent financial verification, and general high-speed computing. Our performance obligation is to deliver an equipment package to our customers that includes hardware, software, and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a separate third party that provides such services.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the year ended March 31, 2019, was as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Subscription<br /> Revenue</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Equipment Sales</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Cryptocurrency<br /> Mining Revenue</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%; text-align: justify"><font style="font-size: 10pt">Gross billings</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">28,518,660</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">698,954</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">5,775,269</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">34,992,883</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,495,458</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(4,000</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(6,501</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,505,959</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(3,827,843</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(3,827,843</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">27,023,202</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">694,954</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,940,925</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">29,659,081</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the year ended March 31, 2018, was as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Subscription <br /> Revenue</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Equipment Sales</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Cryptocurrency<br /> Mining Revenue</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%; text-align: justify"><font style="font-size: 10pt">Gross billings</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">14,758,614</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">8,885,798</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">23,644,412</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(859,035</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(859,035</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(4,867,945</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(4,867,945</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">13,899,579</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">4,017,853</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">17,917,432</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Advertising, Selling, and Marketing Costs</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We expense advertising, selling, and marketing costs as incurred. Advertising, selling, and marketing costs include costs of promoting our product worldwide, including promotional events. Advertising, selling, and marketing expenses for the years ended March 31, 2019 and 2018, totaled $878,936 and $454,225, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Income Taxes</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have adopted ASC Subtopic 740-10, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Net Income (Loss) per Share</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We follow ASC Subtopic 260-10, Earnings per Share, which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">March 31, 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">March 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Convertible notes payable</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 62%; text-align: justify"><font style="font-size: 10pt">Options to purchase common stock</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Warrants to purchase common stock</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">5,052,497</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">6,169,497</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Notes convertible into common stock</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">52,162,055</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">57,249,552</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">6,204,497</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 3 &#8211; RECENT ACCOUNTING PRONOUNCEMENTS</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">There are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would have a material impact on the financial statements of the Company.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 3 &#8211; RECENT ACCOUNTING PRONOUNCEMENTS</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In February 2016, the FASB issued ASU No. 2016-02, &#8220;<i>Leases (Topic 842)&#8221;. </i>ASU 2016-02 changes the accounting for leased assets, principally by requiring balance sheet recognition of assets under lease arrangements. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2018. In June of 2019, we signed a three-year lease agreement for office space in Eatontown, New Jersey, therefore we will adopt this standard effective April 1, 2019 and will account for our new lease agreement accordingly. We note that the adoption of ASU 2016-02 will have no other impact of on our consolidated financial statements.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">There are no additional recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material impact on our financial statements.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 4 &#8211; GOING CONCERN AND LIQUIDITY</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 $33,684,432 as of December 31, 2019, along with a net loss of $8,587,449 for the nine months ended December 31, 2019. Additionally, as of December 31, 2019, we had cash of $263,600 and a working capital deficit of $10,938,623. These factors raise substantial doubt about our ability to continue as a going concern.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Historically we have relied on increasing revenues and new debt and equity financing to pay for operational expenses and debt as it came due. During the nine months ended December 31, 2019, we raised $2,177,452 in cash proceeds from new debt arrangements, raised $2,164,500 in cash proceeds from related parties, and received $825,000 from the sale of our common stock. Additionally, net cash provided by operations was $4,690,473 for the nine months ended December 31, 2019.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">Since our acquisition of Wealth Generators in April of 2017 we have implemented a number of initiatives and we are beginning to see the positive impact of these actions. First, our largest subsidiary, Kuvera, has a bonus plan structure for distributors of our services which consistently paid out beyond our maximum threshold. Adjustments to this bonus plan have been made over the last 12 months. This resulted in a gradual reduction in bonus payouts which reduced our losses. Second, we expanded the objectives of Investview through the acquisition and creation of additional subsidiaries to increase our sources of income and creating business activities in new sectors which includes:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="font: 12pt Times New Roman, Times, Serif; width: 48px; text-align: center"><font style="font-size: 10pt">&#9679;</font></td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 10pt">Fully licensing SAFE Management LLC as a Registered Investment Advisor and Commodities Trading Advisor. This was done so SAFE Management could offer fully managed trading services to individuals who lacked the time to trade for themselves and provide reasonable advisory fees and minimum investment amounts to service individuals who do not meet the requirements of Qualified Investors.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 48px; text-align: center"><font style="font-size: 10pt">&#9679;</font></td> <td style="text-align: justify"><font style="font-size: 10pt">We acquired the assets of United Games LLC and United League LLC which provided us highly experienced management, programmers, marketing and compliance personnel along with key technology components such as a fully coded back office and trademarked FIREFAN app. We are still in the process of adapting their technology to Kuvera operations and working on various distribution plans for FIREFAN.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: center"><font style="font-size: 10pt">&#9679;</font></td> <td style="text-align: justify"><font style="font-size: 10pt">We changed the name of our subsidiary WealthGen Global, which was an unused entity, to SAFETek LLC in preparation for our entry into the high-performance computing space to meet the needs of 4IR (Fourth Industrial Revolution) business needs which includes mining, blockchain technologies, gaming, artificial intelligence and 3-Dimensional rendering. This will enable us to provide HPC services to small, medium and startup entities who require specialized high-speed processing but cannot afford the infrastructure. By leasing our processing to these companies, we will aid these entities in bringing their products, inventions, improvements to market.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: center"><font style="font-size: 10pt">&#9679;</font></td> <td style="text-align: justify"><font style="font-size: 10pt">We have designed a program known as APEX which enables individuals to purchase highly customized data processing equipment which SAFETek will lease from the purchasers for a fixed period of time at a fixed monthly lease payment. This enables individuals to participate in emerging growth without experiencing the volatility and potential loss experienced in the sector.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: center"><font style="font-size: 10pt">&#9679;</font></td> <td style="text-align: justify"><font style="font-size: 10pt">We have renamed our subsidiary Razor Data LLC to APEX Tek LLC. APEX Tek will be solely responsible for the sales and marketing of the APEX Package.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">These companies provide Investview a stake in 4IR, HPC, app development, fintech, blockchain and personal money management sectors. Each of these are areas that are targeted for significant growth spurred by innovations through technology.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">While our liabilities are larger than our assets it is important to note that we seek to keep operating expenses low. The assets we have acquired and will continue to seek out are those of technology, mobile apps, and human resources. These assets are not easily defined on our balance sheet but represent our ability to carry out our objectives which we believe will ultimately generating positive cash flow, reduced debt and then profitability.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Further, while we have reported reoccurring losses and have an operating capital deficiency, we have been able to establish multiple companies to create various revenue streams as we move forward. Our largest challenge is operational cash flow as lending arrangements continue to be expensive causing us to deploy incoming cash to prior debt. We continue to seek short term capital in arrangements that are partnership-based with elements of debt and equity combined. Additionally, our immediate focus is the continued reduction in losses by controlling expenses, increasing revenue, and generating additional revenue streams.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 4 &#8211; GOING CONCERN AND LIQUIDITY</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 $25,096,983 as of March 31, 2019, along with a net loss of $5,011,036 and net cash used in operations of $2,983,251 for the year ended March 31, 2019. Additionally, as of March 31, 2019, we had a working capital deficit of $2,222,990. These factors raise substantial doubt about our ability to continue as a going concern.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Historically we have relied on increasing revenues and new debt financing to pay for operational expenses and debt as it came due. During the year ended March 31, 2019, we raised $1,905,777 in cash proceeds from related parties and $4,115,961 in cash proceeds from new lending arrangements. Subsequent to March 31, 2019, we obtained $200,000 in cash proceeds from new lending arrangements and received $325,000 from the sale of our common stock.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">Since our acquisition of Wealth Generators in April of 2017 we have implemented a number of initiatives and we are beginning to see the positive impact of these actions. First, our largest subsidiary, Kuvera, has a bonus plan structure for distributors of our services which consistently paid out beyond our maximum threshold. Adjustments to this bonus plan have been made over the last 12 months with additional adjustments planned for the next two quarters. This resulted in a gradual reduction in bonus payouts which reduced our losses. Second, we expanded the objectives of Investview through the acquisition and creation of additional subsidiaries to increase our sources of income and creating business activities in new sectors which includes:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; background-color: white"> <tr style="vertical-align: top"> <td style="width: 24px">&#160;</td> <td style="width: 24px"><font style="font-size: 10pt">&#9679;</font></td> <td style="text-align: justify"><font style="font-size: 10pt">Fully licensing SAFE Management LLC as a Registered Investment Advisor and Commodities Trading Advisor. This was done so SAFE Management could offer fully managed trading services to individuals who lacked the time to trade for themselves and provide reasonable advisory fees and minimum investment amounts to service individuals who do not meet the requirements of Qualified Investors.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td><font style="font-size: 10pt">&#9679;</font></td> <td style="text-align: justify"><font style="font-size: 10pt">We acquired the assets of United Games LLC and United League LLC which provided us highly experienced management, programmers, marketing and compliance personnel along with key technology components such as a fully coded back office and trademarked FIREFAN app. We are still in the process of adapting their technology to Kuvera operations and working on various distribution plans for FIREFAN.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td><font style="font-size: 10pt">&#9679;</font></td> <td style="text-align: justify"><font style="font-size: 10pt">We changed the name of our subsidiary WealthGen Global, which was an unused entity, to SAFETek LLC in preparation for our entry into the high-performance computing space to meet the needs of 4IR (Fourth Industrial Revolution) business needs which includes mining, blockchain technologies, gaming, artificial intelligence and 3-Dimensional rendering. This will enable us to provide HPC services to small, medium and startup entities who require specialized high-speed processing but cannot afford the infrastructure. By leasing our processing to these companies, we will aid these entities in bringing their products, inventions, improvements to market.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td><font style="font-size: 10pt">&#9679;</font></td> <td style="text-align: justify"><font style="font-size: 10pt">We have designed a program through Joint Venture known as APEX which enables individuals to purchase highly customized processing cards which SAFETek will lease from the purchasers for a fixed period of time at a fixed monthly lease payment. This enables individuals to participate in emerging growth without experiencing the volatility and potential loss experienced in the sector.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">These companies provide Investview a stake in 4IR, HPC, app development, fintech, blockchain and personal money management sectors. Each of these are areas that are targeted for significant growth spurred by innovations through technology.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">While our liabilities are larger than our assets it is important to note that we seek to keep operating expenses low. The assets we have acquired and will continue to seek out are those of technology, mobile apps, and human resources. These assets are not easily defined on our balance sheet but represent our ability to carry out our objectives which we believe will ultimately generating positive cash flow, reduced debt and then profitability.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; background-color: white">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Further, while we have reported reoccurring losses and have an operating capital deficiency, we have been able to establish multiple companies to create various revenue streams as we move forward. Our largest challenge is operational cash flow as lending arrangements continue to be expensive causing us to deploy incoming cash to prior debt. We continue to seek short term capital in arrangements that are partnership based with elements of debt and equity combined. Additionally, our immediate focus is the continued reduction in losses by controlling expenses, increasing revenue, and generating additional revenue streams.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 5 &#8211; RELATED-PARTY TRANSACTIONS</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our related-party payables consisted of the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>December 31,<br /> 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>March 31,<br /> 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%"><font style="font-size: 10pt">Short-term advances [1]</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">668,608</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">440,489</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Short-term Promissory Note entered into on 8/17/18 [2]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">105,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Convertible Promissory Note entered into on 7/23/19 [3]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">903,285</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Accounts payable &#8211; related party [4]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">75,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,646,893</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">545,489</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 1pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"><font style="font-size: 10pt">[1]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">We periodically receive advances for operating funds from our current majority shareholders and other related parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand and are unsecured. During the nine months ended December 31, 2019, we received $1,164,500 in cash proceeds from advances, incurred $714,999 in interest expense on the advances, and repaid related parties $1,649,500. Also during the nine months ended December 31, 2019 we settled $1,880 of amounts that were recorded as due prior to March 31, 2018. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[2]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000 which was recorded as interest expense in the statement of operations during the year ended March 31, 2019. During the nine months ended December 31, 2019 we made repayments of $105,000 on the note. </font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"><font style="font-size: 10pt">[3]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">We entered into a $3,600,000 convertible promissory note with a member of the senior management team on July 23, 2019. We received proceeds of $1,000,000 from the note, including $900,000 in cash and $100,000 which offset amounts owing to the lender. In accordance with the terms of the note we are required to repay a monthly minimum payment of $50,000 beginning January of 2020 through June of 2020 and a monthly minimum payment of $100,000 beginning July of 2020 until the total principal amount has been repaid. The lender has the right to convert up to $2,600,000 of the outstanding and unpaid principal amount into shares of our common stock at a conversion price of $0.005 per share, subject to adjustment. During the nine months ended December 31, 2019 we recorded a beneficial conversion feature of $1,000,000 as a debt discount (see Note 8). Additionally, we recorded $2,600,000 as a debt discount, representing the difference between the face value of the note and the proceeds received. During the nine months ended December 31, 2019 we amortized $903,285 of the debt discount into interest expense. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[4]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During the nine months ended December 31, 2019 we entered into an employment agreement with Jayme McWidener as our Chief Financial Officer. At the date we entered into the employment agreement we owed her firm, Mac Accounting Group, LLP, $75,000, which was reclassified as a related party accounts payable balance on our balance sheet.</font></td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 6 &#8211; RELATED PARTY TRANSACTIONS</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our related party payables consisted of the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Year Ended March 31,</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%; text-align: justify"><font style="font-size: 10pt">Short-term advances [1]</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">440,489</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">1,880</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Short-term promissory note entered into on 8/17/18 [2]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">105,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">545,489</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,880</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px; text-align: justify">&#160;</td> <td style="width: 24px; text-align: justify"><font style="font-size: 10pt">[1]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">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 set interest rates associated with them, and are unsecured. During the year ended March 31, 2019, we received $1,805,777 in cash proceeds from advances, incurred $15,000 in interest, and repaid related parties a total of $1,382,168.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[2]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000, which was recorded as interest expense in the statement of operations during the year ended March 31, 2019.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In addition to the above-mentioned related-party lending arrangements, during the year ended March 31, 2019, we sold $41,500 worth of high-speed computer processing equipment to our chief executive officer. This revenue has been included in the equipment sales reported on our statement of operations.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 6 &#8211; DEBT</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our debt consisted of the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>December 31, 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>March 31, 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 66%"><font style="font-size: 10pt">Short-term advance received on 8/31/18 [1]</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">65,000</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">75,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Secured merchant agreement for future receivables entered into on 2/14/19 [2]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">641,687</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Secured merchant agreement for future receivables entered into on 2/14/19 [3]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">468,790</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Secured merchant agreements for future receivables entered into on 2/14/19 [4]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">597,060</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Promissory note entered into on 1/16/19 [5]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">60,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Secured merchant agreements for future receivables entered into on 3/28/19 [6]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">25,650</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Convertible promissory note entered into on 1/11/19 [7]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">26,600</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Convertible promissory note entered into on 2/6/19 [8]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">76,686</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Convertible promissory note entered into on 3/14/19 [9]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">5,557</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Secured merchant agreement for future receivables entered into on 8/16/19 and &#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;refinanced on 12/10/19 [10]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">1,594,423</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Secured merchant agreement for future receivables entered into on 8/16/19 [11]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">454,378</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Convertible promissory note entered into on 8/30/19 [12]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">31,948</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Convertible promissory note entered into on 9/11/19 [13]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">35,829</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; padding-bottom: 1.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">2,181,578</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,977,030</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 1pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"><font style="font-size: 10pt">[1]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured. During the nine months ended December 31, 2019 we made payments of $10,000</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[2]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense. </font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we were required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Effective August 16, 2019 this debt was refinanced and the outstanding balance of $316,093 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $451,886 and amortized $126,292 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[3]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Effective August 16, 2019 this debt was refinanced and the outstanding balance of $297,033 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $413,580 and amortized $241,823 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[4]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Effective August 16, 2019 this debt was refinanced and the outstanding balance of $382,000 was rolled into a new debt arrangement, see notation [11] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $509,840 and amortized $294,780 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[5]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. During the nine months ended December 31, 2019, we repaid $60,000 of the amount due under the note.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[6]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense. During the nine months ended December 31, 2019, we repaid $40,500 and amortized $14,850 into interest expense. </font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"><font style="font-size: 10pt">[7]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of April 11, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448. During the nine months ended December 31, 2019, we amortized $114,848 into interest expense, recorded additional interest expense on the note of $40,977 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,425. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[8]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurred interest at 12% per annum, and had a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the &#8220;Returnable Shares&#8221;) to the note holder as a commitment fee, provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note had a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172. During the nine months ended December 31, 2019, we amortized $197,486 into interest expense, recorded additional interest expense on the note of $11,136, and paid off the note and accrued interest for $285,308. In accordance with the terms of the agreement the 22,500,000 Returnable Shares were returned and cancelled (see Note 8).</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[9]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of June 14, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726. During the nine months ended December 31, 2019, we amortized $133,168 into interest expense, recorded additional interest expense on the note of $43,983 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,708.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[10]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On August 15, 2019, we received proceeds from this arrangement of $339,270 after paying off $316,093 from a February 2018 agreement (see notation [2] above) and $297,033 from a second February 2019 agreement (see notation [3] above). In accordance with the terms of the agreement, we were required to repay $1,399,000 by making daily ACH payments of $6,823. Accordingly, we recorded $446,604 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Effective December 10, 2019 this debt was refinanced and the outstanding balance of $839,514 was rolled into a new Secured Merchant Agreement for future receivables. During the nine months ended December 31, 2019, prior to the refinance, we repaid $559,486 and amortized $446,605 into interest expense related to the August 2019 arrangement. As a result of the refinancing arrangement we received proceeds of $854,801. In accordance with the terms of the agreement, we were required to repay $2,448,250 by making daily ACH payments of $10,999. Accordingly, we recorded $753,935 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, after the refinance, we repaid $153,986 and amortized $54,094 into interest expense related to the new December 2019 arrangement.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[11]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. In August 2019, we received proceeds from this arrangement of $418,381 after paying off $382,000 from a October 2018 agreement (see notation [4] above). In accordance with the terms of the agreement, we were required to repay $1,189,150 by making daily ACH payments of $5,801. Accordingly, we recorded $388,769 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, we repaid $533,750 and amortized $187,747 into interest expense. </font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"><font style="font-size: 10pt">[12]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In August 2019, we entered into a Convertible Promissory Note and received proceeds of $100,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of November 28, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $103,000 and captured loan fees, recorded as interest expense, of $69,048. During the nine months ended December 31, 2019, we amortized $27,783 into interest expense, and recorded additional interest expense on the note of $4,165.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[13]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In September 2019, we entered into a Convertible Promissory Note and received proceeds of $125,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of December 10, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $128,000 and captured loan fees, recorded as interest expense, of $53,573. During the nine months ended December 31, 2019, we amortized $31,158 into interest expense, and recorded additional interest expense on the note of $4,671.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In addition to the above debt transactions that were outstanding as of September 30, 2019 and March 31, 2019, during the nine months ended December 31, 2019, we also received proceeds of $200,000 from two additional short-term notes ($100,000 each) and received proceeds of $140,000 from a convertible promissory note. During the nine months ended December 31, 2019, we recorded interest expense of $30,000 for fixed interest and extension fees on the short-term notes and made total cash payments of $230,000 to extinguish the interest and principal amounts due on the short-term notes. During the nine months ended December 31, 2019, we accounted for the conversion feature in the convertible note as a derivative instrument, therefore at inception recorded a debt discount of $143,000 and captured loan fees, recorded as interest expense, of $718,518. By the time we repaid the convertible note in December of 2019 we had amortized the full $143,000 into interest expense, recorded additional interest expense on the note of $45,094 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $188,094.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 7 &#8211; DEBT</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our debt consisted of the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Year Ended March 31,</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 66%"><font style="font-size: 10pt">Revenue share agreement entered into on 6/28/16 [1]</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">195,245</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Short-term advance received on 8/31/18 [2]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">75,000</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Secured merchant agreement for future receivables entered into on 2/14/19 [3]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">641,687</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Secured merchant agreement for future receivables entered into on 2/14/19 [4]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">468,790</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Secured merchant agreements for future receivables entered into on 2/14/19 [5]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">597,060</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Promissory note entered into on 1/16/19 [6]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">60,000</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Secured merchant agreements for future receivables entered into on 3/28/19 [7]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">25,650</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Convertible promissory note entered into on 1/11/19 [8]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">26,600</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Convertible promissory note entered into on 2/6/19 [9]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">76,686</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Convertible promissory note entered into on 3/14/19 [10]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">5,557</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,977,030</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">195,245</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 29px; text-align: justify">&#160;</td> <td style="width: 29px; text-align: justify"><font style="font-size: 10pt">[1]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">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&#8217;s sales, whichever is greater, beginning February 15, 2017, until the lender has been repaid $600,000. During the year ended March 31, 2019, we repaid $195,245.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[2]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[3]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we are required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 29px; text-align: justify">&#160;</td> <td style="width: 29px; text-align: justify"><font style="font-size: 10pt">[4]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[5]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[6]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. Subsequent to January 16, 2019, we repaid $60,000 of the amount due under the note.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[7]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[8]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of April 11, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 29px; text-align: justify">&#160;</td> <td style="width: 29px; text-align: justify"><font style="font-size: 10pt">[9]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurs interest at 12% per annum, and has a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the &#8220;Returnable Shares&#8221;) to the note holder as a commitment fee (see Note 9), provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[10]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of June 14, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In addition to the above debt transactions that were outstanding as of March 31, 2019 and 2018, during the year ended March 31, 2019, we also received proceeds of $530,000 from short-term notes. During the year ended March 31, 2019, we recorded interest expense of $51,000 for fixed interest amounts due on the notes and made total cash payments of $581,000 to extinguish the interest and principal amounts due on the notes.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><b>NOTE 7 &#8211; DERIVATIVE LIABILITY</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">During the nine months ended December 31, 2019, we had the following activity in our derivative liability account:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 82%"><font style="font: 10pt Times New Roman, Times, Serif">Derivative liability at March 31, 2019</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="width: 15%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1,358,901</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Derivative liability recorded on new instruments</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1,206,139</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font: 10pt Times New Roman, Times, Serif">Derivative liability reduced by debt settlement</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">(1,676,735</font></td> <td><font style="font: 10pt Times New Roman, Times, Serif">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Change in fair value</font></td> <td>&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">(504,635</font></td> <td><font style="font: 10pt Times New Roman, Times, Serif">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font: 10pt Times New Roman, Times, Serif">Derivative liability at December 31, 2019</font></td> <td>&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">383,670</font></td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We use the binomial option pricing model to estimate fair value for those instruments convertible into common stock, at inception, at conversion date, and at each reporting date. During the nine months ended December 31, 2019, the assumptions used in our binomial option pricing model were in the following range:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 82%"><font style="font: 10pt Times New Roman, Times, Serif">Risk free interest rate</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 15%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1.53% - 2.13</font></td> <td style="width: 1%"><font style="font: 10pt Times New Roman, Times, Serif">%</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Expected life in years</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">0.03 - 1.25</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font: 10pt Times New Roman, Times, Serif">Expected volatility</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">250% - 381</font></td> <td><font style="font: 10pt Times New Roman, Times, Serif">%</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 8 &#8211; DERIVATIVE LIABILITY</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the year ended March 31, 2019, we had the following activity in our derivative liability account:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Derivative liability at March 31, 2018</font></td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 77%; text-align: justify"><font style="font-size: 10pt">Derivative liability recorded on new instruments</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 20%; text-align: right"><font style="font-size: 10pt">1,144,525</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Change in fair value</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">214,376</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Derivative liability at March 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We use the binomial option pricing model to estimate fair value for those instruments convertible into common stock, at inception, at conversion date, and at each reporting date. During the year ended March 31, 2019, the assumptions used in our binomial option pricing model were in the following range:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 77%; text-align: justify"><font style="font-size: 10pt">Risk free interest rate</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 20%; text-align: right"><font style="font-size: 10pt">2.40% - 2.58</font></td> <td style="width: 1%"><font style="font-size: 10pt">%</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Expected life in years</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.35 - 1.25</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Expected volatility</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">222% - 268</font></td> <td><font style="font-size: 10pt">%</font></td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 8 &#8211; STOCKHOLDERS&#8217; EQUITY (DEFICIT)</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Preferred Stock</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We are authorized to issue up to 50,000,000 shares of preferred stock with a par value of $0.001 and our Board of Directors has the authority to issue one or more classes of preferred stock with rights senior to those of common stock and to determine the rights, privileges and preferences of that preferred stock.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of December 31, 2019 and March 31, 2019 we had no preferred stock issued or outstanding.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Common Stock</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the nine months ended December 31, 2019, we issued 59,215,648 shares of common stock in exchange for net proceeds of $825,000.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In conjunction with the sale of common stock during the year ended March 31, 2018, we provided a guarantee to certain individuals such that we would issue additional shares of our common stock if the average closing price of our common stock fell below $0.02 per share on the 20 days preceding the 18-month anniversary of the date the shares were originally sold. As a result of this guarantee, we had recorded $626,388 in accounts payable and accrued liabilities on our balance sheet as of March 31, 2018. During the year ended March 31, 2019, the 18-month anniversary passed without the common stock falling below the set threshold, therefore, we were released from the guarantee, and we increased additional paid-in capital by $525,000 to remove the previously recorded offering costs. During the nine months ended December 31, 2019, the 18-month anniversary passed without the common stock falling below the set threshold, therefore, we were released from the guarantee, and we increased additional paid-in capital by $101,387 to remove the previously recorded offering costs.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Also during the nine months ended December 31, 2019, we issued 241,000,000 shares of common stock, valued at $3,865,500 based on the market value on the day of issuance, to multiple employees for services and compensation, which is subject to forfeiture if the employee is not in good standing at the time the shares are fully vested. Of the $3,865,500 value we recognized $1,844,639 as an expense during the nine months ending December 31, 2019 and the remaining $2,020,861 will be recognized ratably over the vesting term. In addition to the shares issued to employees, we also issued an additional 285,618,592 shares of common stock, valued at $831,800 based on the market value on the day of issuance, for services.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the nine months ended December 31, 2019 we repurchased 5,150 shares of common stock for $102 and we cancelled 22,500,000 shares that were returned in accordance with the terms of a Convertible Promissory Note (see Note 6), reducing common stock by $22,500 and increasing additional paid in capital by the same. We also cancelled 200,000,000 shares returned in conjunction with the termination of a Joint Venture Agreement entered into in March of 2019, reducing common stock by $200,000, reducing additional paid in capital by $3,180,000, offset with a reduction in our prepaid asset of $3,380,000. During the nine months ended December 31, 2019 we recorded a beneficial conversion feature of $1,000,000 related to a convertible promissory note entered into with a related party (see Note 5).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of December 31, 2019 and March 31, 2019, the Company had 3,003,490,408 and 2,640,161,318 shares of common stock issued and outstanding, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Employee Stock Options</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The nonqualified plan adopted in 2007 authorized 65,000 shares, of which 47,500 had been granted as of March 31, 2018. 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. As of March 31, 2018, 42,500 shares had been granted under the 2008 plan. Effective April 1, 2018 we cancelled both the 2007 and 2008 plans, as well as any shares that were allocated under the plans and were not yet issued.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Weighted</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Weighted</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Average</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Average</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Remaining</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Aggregate</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Number of</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Exercise</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Contractual</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Intrinsic</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Shares</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Price</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Life (years)</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Value</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 48%"><font style="font: 10pt Times New Roman, Times, Serif">Options outstanding at March 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 10%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">35,000</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="width: 10%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">10.00</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 10%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1.51</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="width: 10%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Granted</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font: 10pt Times New Roman, Times, Serif">Exercised</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Canceled / expired</font></td> <td>&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font: 10pt Times New Roman, Times, Serif">Options outstanding at March 31, 2019</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">35,000</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">10.00</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">0.51</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Granted</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font: 10pt Times New Roman, Times, Serif">Exercised</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Canceled / expired</font></td> <td>&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">(35,000</font></td> <td><font style="font: 10pt Times New Roman, Times, Serif">)</font></td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">10.00</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font: 10pt Times New Roman, Times, Serif">Options outstanding at December 31, 2019</font></td> <td>&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Options exercisable at December 31, 2019</font></td> <td>&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Stock-based compensation expense in connection with options granted to employees for the three months ended December 31, 2019 and 2018, was $0.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Warrants</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table summarizes the warrants outstanding and the related prices for the shares of our common stock as of December 31, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Warrants Outstanding</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Warrants Exercisable</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Weighted</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Average</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Weighted</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Weighted</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Remaining</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Average</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Average</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Exercise</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Number</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Contractual</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Exercise</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Number</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Exercise</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Price</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Outstanding</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Life (Years)</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Price</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Exercisable</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Price</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 1%"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="width: 18%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1.50</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 13%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">125,000</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 13%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">0.46</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="width: 13%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1.50</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 13%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">125,000</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="width: 13%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1.50</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">Transactions involving our warrant issuance are summarized as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Weighted</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Number of</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Average</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Shares</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font: 10pt Times New Roman, Times, Serif"><b>Exercise Price</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%"><font style="font: 10pt Times New Roman, Times, Serif">Warrants outstanding at March 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">6,169,497</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="width: 16%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1.50</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Granted / restated</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font: 10pt Times New Roman, Times, Serif">Canceled</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Expired</font></td> <td>&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">(1,117,000</font></td> <td><font style="font: 10pt Times New Roman, Times, Serif">)</font></td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1.48</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font: 10pt Times New Roman, Times, Serif">Warrants outstanding at March 31, 2019</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">5,052,497</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1.50</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Granted</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font: 10pt Times New Roman, Times, Serif">Canceled</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Expired</font></td> <td>&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">(4,927,497</font></td> <td><font style="font: 10pt Times New Roman, Times, Serif">)</font></td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1.50</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font: 10pt Times New Roman, Times, Serif">Warrants outstanding at December 31, 2019</font></td> <td>&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">125,000</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1.50</font></td> <td>&#160;</td></tr> </table> <p style="font: 11pt/107% Calibri, Helvetica, Sans-Serif; margin: 0 0 8pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 9 &#8211; STOCKHOLDERS&#8217; EQUITY</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Preferred Stock</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We are authorized to issue up to 50,000,000 shares of preferred stock with a par value of $0.001 and our board of directors has the authority to issue one or more classes of preferred stock with rights senior to those of common stock and to determine the rights, privileges, and preferences of that preferred stock, which has not yet been done. As of March 31, 2019 and 2018, we had no preferred stock issued or outstanding.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Common Stock Transactions</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the year ended March 31, 2019, we issued 50,000,000 shares of common stock for the acquisition of United Games, LLC and United League, LLC (see Note 5). We also issued 1,000,000 shares of common stock in August and 1,000,000 shares of common stock in March, valued at $10,000 and $17,600, respectively, based on the market price on the day of issuance, to an employee for compensation. The shares are subject to forfeiture if the employee is not in good standing six months after the date of issuance. During the year ended March 31, 2019, the $10,000 was recognized as expense and of the $17,600 we recognized $2,933 as an expense and $14,667 was recorded as a prepaid asset. Also during the year ended March 31, 2019, we issued 400,000,000 shares of common stock with a value of $6,760,000 based on the market price on the date of issuance, for an agreement to partner with a third party to generate future revenues. The 400,000,000 shares are subject to forfeiture for five years from the date of issuance, such that shares will be deemed earned upon meeting certain milestones. We are recognizing the expense ratably over the five-year term and recorded $96,307 in expense during the year ended March 31, 2019, while recording $6,663,693 as a prepaid asset as of March 31, 2019. During the year ended March 31, 2019, we entered into a common stock purchase agreement that provides cash of $1,000,000 in exchange for shares of our common stock. In conjunction with that agreement, we issued 3,000,000 shares of common stock that was accounted for as offering costs, increasing common stock by $3,000 and decreasing additional paid-in capital by $3,000, to offset any proceeds from the future equity transactions resulting from the agreement. During the year ended March 31, 2019, we issued 22,500,000 shares as a commitment fee in conjunction with a debt arrangement, whereby the shares were valued at $69,871 based on the allocation of debt proceeds (see Note 7). Also during the year ended March 31, 2019, we repurchased 7,000,000 shares of common stock for $91,000.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the year ended March 31, 2018, we issued 267,127,500 shares of common stock for net proceeds of $2,495,338. We issued 125,000 shares of common stock with a value of $7,500 for a one-year consulting agreement, 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement, and 94,250,333 shares of common stock with a value of $6,719,734 for consulting and service agreements; of the value of the shares issued for services and the license agreement $6,846,060 was recorded as expense, $3,555 was recorded as a prepaid asset, and $2,133,620 was recorded as a long-term license agreement during the year ended March 31, 2018. 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 year ended March 31, 2018. 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. As a result of the reverse acquisition, we issued 1,358,670,942 shares of common stock (see Note 5). During the year ended March 31, 2018, we entered into an equity distribution agreement that provides for cash advances up to $5,000,000 in exchange for shares of our common stock, to be fulfilled at our request. Pursuant to that agreement, we issued 4,273,504 shares of common stock as a commitment fee, recorded a liability of $250,000 for future commitment fees to be paid, and paid cash of $15,000 for due diligence costs. As a result, common stock increased $4,274 and additional paid-in capital decreased by $269,274 to offset any proceeds from future equity transactions resulting from the agreement. During the year ended March 31, 2018, we cancelled 250,000 shares of common stock and 1,300 shares of treasury stock, resulting in a decrease in common stock of $251, a decrease in additional paid-in capital of $8,338, and a decrease in treasury stock of $8,589.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In conjunction with the sale of common stock during the year ended March 31, 2018, we provided a guarantee to certain individuals such that we would issue additional shares of our common stock if the average closing price of our common stock fell below $0.02 per share on the 20 days preceding the 18-month anniversary of the date the shares were originally sold. As a result of this guarantee, we had recorded $626,388 in accounts payable and accrued liabilities on our balance sheet as of March 31, 2018. During the year ended March 31, 2018, the 18-month anniversary passed without the common stock falling below the set threshold, therefore, we were released from the guarantee, and we increased additional paid-in capital by $525,000 to remove the previously recorded offering costs.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of March 31, 2019 and 2018, we had 2,640,161,318 and 2,169,661,318 shares of common stock issued and outstanding, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Employee Stock Options</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The nonqualified plan adopted in 2007 authorizes 65,000 shares, of which 47,500 have been granted as of March 31, 2019. 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. As of March 31, 2019, 42,500 shares have been granted under the 2008 plan.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Weighted</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Weighted</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Average</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Average</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Remaining</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Aggregate</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Number of</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Exercise</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Contractual</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Intrinsic</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Shares</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Price</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Life (years)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Value</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%"><font style="font-size: 10pt">Options outstanding at March 31, 2017</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">10.00</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">2.51</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Granted</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Exercised</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Canceled / expired</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 1.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Options outstanding at March 31, 2018</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">35,000</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">10.00</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">1.51</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Granted</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Exercised</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Canceled / expired</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 1.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Options outstanding at March 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">10.00</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">0.51</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Options exercisable at March 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">10.00</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">0.51</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Stock-based compensation expense in connection with options granted to employees for the year ended March 31, 2019 and 2018, was $0.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Warrants</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table summarizes the warrants outstanding and the related prices for the shares of our common stock as of March 31, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td colspan="2">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Warrants Outstanding</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Warrants Exercisable</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Weighted</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Average</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Weighted</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Weighted</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Remaining</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Average</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Average</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Exercise</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Number</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Contractual</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Exercise</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Number</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Exercise</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Price</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Outstanding</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Life (Years)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Price</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Exercisable</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Price</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">5,052,497</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">0.36</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">5,052,497</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="width: 1%">&#160;</td></tr> <tr> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Transactions involving our warrant issuance are summarized as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Weighted</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Number of</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Average</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Shares</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Exercise Price</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%; text-align: justify"><font style="font-size: 10pt">Warrants outstanding at March 31, 2017</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">6,534,810</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">1.48</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Granted / restated</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Canceled</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Expired</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(365,313</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(1.18</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Warrants outstanding at March 31, 2018</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">6,169,497</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">1.50</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Granted</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Canceled</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Expired</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(1,117,000</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(1.48</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Warrants outstanding at March 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">5,052,497</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 9 &#8211; COMMITMENTS AND CONTINGENCIES</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Litigation</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In the ordinary course of business, we may be or have been involved in legal proceedings from time to time. Below is a description of all legal proceedings we were involved in during the nine months ended December 31, 2019.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In February 2018, we received a subpoena from the United States Commodity Futures Trading Commission (&#8220;CFTC&#8221;). We complied with the terms of the subpoena, negotiated a resolution of this matter with the CFTC staff, and a final order was issued on September 14, 2018. Under the order, we are not admitting or denying any of the allegations, will pay a fine of $150,000, and have agreed not to act as an unregistered Commodities Trading Advisor in the future. As of December 31, 2019 we have paid all amounts owed to CFTC and no unpaid balance remains.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In April of 2019, we received a Summons and Complaint from Fibernet Corp making claims of unpaid invoices and breach of contracts entered into in February 2012 and January 2015 as RazorData Corp. Without admitting fault or liability, in June of 2019, we entered into an agreement with Fibernet Corp to settle all claims and release us from any future claims in exchange for a payment of $35,160 to avoid ongoing litigation related to this matter.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 10 &#8211; COMMITMENTS AND CONTINGENCIES</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Litigation</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In the ordinary course of business, we may be or have been involved in legal proceedings from time to time. Below is a description of all legal proceedings we were involved in during the year ended March 31, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="font: 12pt Times New Roman, Times, Serif; width: 24px; text-align: justify">&#160;</td> <td style="font: 12pt Times New Roman, Times, Serif; width: 24px; text-align: justify"><font style="font-size: 10pt">&#9679;</font></td> <td style="font: 12pt Times New Roman, Times, Serif; text-align: justify"><font style="font-size: 10pt">On November 1, 2017, we filed a lawsuit in the Fourth Judicial District Court for Utah County, State of Utah, Wealth Generators, LLC, v. Evan Cabral, Daniel Lopez, John Legarreta, Johnathan Lopez, Julian Kuschner, Nick Gomez, Luke Shulla, Nestor Velazquez, Christopher Terry, Isis De La Torre, Alex Morton, Ivan Briongos, Brandon Boyd, and International Markets Live Ltd. d/b/a iMarketslive, Civil No. 170401615, alleging corporate espionage and misappropriation of corporate information. The lawsuit alleges that International Markets Live Ltd., dba iMarketslive, conspired with a number of individuals affiliated with Wealth Generators to steal our confidential information, intellectual property, and trade secrets. On September 27, 2018, the court issued its ruling granting in part and denying in part our motion for preliminary injunction. On January 2, 2019, the parties entered into a settlement agreement in which they agreed to release all claims and have the litigation dismissed with prejudice, with neither party making any payment to the other, but with the defendants agreeing to make a $5,000 donation to charity. On February 22, 2019, the matter was dismissed with prejudice.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px; text-align: justify">&#160;</td> <td style="width: 24px; text-align: justify"><font style="font-size: 10pt">&#9679;</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In February 2018, we received a subpoena from the United States Commodity Futures Trading Commission (&#8220;CFTC&#8221;). We complied with the terms of the subpoena, negotiated a resolution of this matter with the CFTC staff, and a final order was issued on September 14, 2018. Under the order, we did not admit or deny any of the allegations, agreed to pay a fine of $150,000, and agreed not to act as an unregistered Commodities Trading Advisor in the future. As of March 31, 2019, we have paid $90,000 to CFTC and the remaining unpaid balance has been included in accounts payable and accrued liabilities on our consolidated balance sheet.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">&#9679;</font></td> <td style="text-align: justify"><font style="font-size: 10pt">Jim Westphal filed a wage claim against Kuvera, LLC (at the time named Wealth Generators, LLC), in the United States District Court for the District of Utah, Central Division (Case No. 2:18-cv-00080) in the amount of $6,500 plus liquidated damages. Mr. Westphal is claiming unpaid overtime wages. We contend that Mr. Westphal was an independent contractor, hired on a limited basis to perform software services, and is accordingly not entitled to overtime payments under the Fair Labor Standards Act. Moreover, Mr. Westphal never provided the promised software pursuant to the parties&#8217; agreement. We filed a counterclaim on July 12, 2018, seeking damages of approximately $20,000 and demanding a jury trial. In December 2018, the parties settled the matter with a joint motion. As a result of the settlement, we paid Mr. Westphal $1,500 and the case was dismissed.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">&#9679;</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In April of 2019, we received a Summons and Complaint from Fibernet Corp making claims of unpaid invoices and breach of contracts entered into in February 2012 and January 2015 as RazorData Corp. Without admitting fault or liability, in June of 2019, we entered into an agreement with Fibernet Corp to settle all claims and release us from any future claims in exchange for a payment of $35,160 to avoid ongoing litigation related to this matter.</font></td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 11 &#8211; SUBSEQUENT EVENTS</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Subsequent to December 31, 2019 we received $1,070,000 in proceeds from related party advances and issued 10,000,000 shares of our common stock for services.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with ASC Topic 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.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 12 &#8211; SUBSEQUENT EVENTS</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In April of 2019, we received proceeds of $200,000 from two separate short-term promissory notes.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In June of 2019, we entered into an office lease agreement for our corporate finance department, located in Eatontown, New Jersey. The agreement is for a term of three years at a monthly rent amount of $2,500 for months one through six, $3,500 for months six through 12, and $4,000 for months 13 through 36. Corporate Finance is expected to occupy the new office space beginning in July of 2019.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In May and June of 2019, we issued an aggregate of 39,215,648 shares of our common stock to Triton Funds LP under the common stock purchase agreement that was entered into in December 2018 and amended in March and April 2019, for net proceeds of $325,000.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In accordance with ASC Topic 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.</p> 2222990 10938623 2164500 498380 1480777 1905777 1164500 1070000 2177452 1675000 1955000 1805777 100000 150000 250000 570000 349851 73801 380000 126932 77260 126932 288000 1000000 28500 4115961 1000000 339270 418381 854801 825000 325000 1946-01-30 1946-01-30 1.00 1.00 1358670942 1358670942 419139 0.001 0.001 0.001 0.001 0.001 10000000 10000000 10000000 50000000 50000000 0.001 0.001 0.001 10000000000 10000000000 10000000000 2640161318 2169661318 3003490408 2640161318 2169661318 3003490408 false <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 1 &#8211; ORGANIZATION AND NATURE OF BUSINESS</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Organization</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Investview, Inc. was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In January 2005 the Company changed domicile to Nevada, and changed its name to Voxpath Holding, Inc. In September of 2006 the Company merged The Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holdings, Inc. and then changed its name to TheRetirementSolution.Com, Inc. In October 2008 the Company changed its name to Global Investor Services, Inc., before changing its name to Investview, Inc., on March 27, 2012.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 31, 2017, we entered into a Contribution Agreement with the members of Wealth Generators, LLC, a limited liability company (&#8220;Wealth Generators&#8221;), 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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&#8217; assumption of $419,139 in pre-merger liabilities.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On February 28, 2018, we filed a name change for Wealth Generators, LLC to Kuvera, LLC (&#8220;Kuvera&#8221;) and on May 7, 2018 we established WealthGen Global, LLC as a Utah limited liability company and a wholly owned subsidiary of Investview, Inc.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European Union.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities Trading Advisor, Commodity Pool Operator, and approved for over the counter FOREX advisory services.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On January 17, 2019 we renamed our non-operating wholly owned subsidiary WealthGen Global, LLC to SafeTek, LLC, a Utah Limited Liability Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Effective July 22, 2019 we renamed our non-operating wholly owned subsidiary Razor Data, LLC to APEX Tek, LLC, a Utah Limited Liability Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Nature of Business</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Investview owns a number of companies that each operate independently but are accretive to one another. Investview is establishing a portfolio of wholly owned subsidiaries delivering leading edge technologies, services and research, dedicated primarily to the individual consumer. Following is a description of each of our companies.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Kuvera, LLC</b> provides 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, crowdfunding and cryptocurrency 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 to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. Different 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Kuvera France S.A.S.</b> is our entity in France that will distribute Kuvera products and services throughout the European Union.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>S.A.F.E. Management, LLC</b> is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated trading strategies to individuals who find they lack the time to trade for themselves.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>United League, LLC</b> owns a number of proprietary technologies including FIREFAN a social app for sports enthusiasts. Technologies created to support any of the Investview companies are held under the United League structure.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>United Games, LLC</b> is the distribution network for United League technologies. Since the acquisition of United Games in July of 2018, we are working to combine the distributors of Kuvera and United Games. This is an on-going process that is not yet complete.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>SAFETek, LLC</b> (formerly WealthGen Global, LLC) is a new addition that we are currently establishing for expansion plans in the high-speed processing and cloud computing environment.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Apex Tek, LLC</b> (formerly Razor Data, LLC) is the sales and distribution company for APEX packages and technology. It offers a unique passive income model for those interested in earning through the purchase and leaseback of high-speed specialized data processing equipment. This model has drawn considerable institutional interest.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Investment Tools &#38; Training, LLC </b>currently has no operations or activities.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 1 &#8211; ORGANIZATION AND NATURE OF BUSINESS</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Organization</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Investview, Inc. was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In January 2005, we changed domicile to Nevada and changed our name to Voxpath Holding, Inc. In September of 2006, we merged The Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holdings, Inc. and then changed our name to TheRetirementSolution.Com, Inc. and in October 2008 changed our name to Global Investor Services, Inc., before changing our name to Investview, Inc., on March 27, 2012.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 31, 2017, we entered into a Contribution Agreement with the members of Wealth Generators, LLC, a limited liability company (&#8220;Wealth Generators&#8221;), 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).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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&#8217; assumption of $419,139 in pre-merger liabilities.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On February 28, 2018, we filed a name change for Wealth Generators, LLC to Kuvera, LLC (&#8220;Kuvera&#8221;) and on May 7, 2018, we established WealthGen Global, LLC as a Utah limited liability company and our wholly owned subsidiary.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock (see Note 5).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European Union.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities Trading Advisor, Commodity Pool Operator, and approved for over the counter FOREX advisory services.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On January 17, 2019, we renamed our non-operating wholly owned subsidiary WealthGen Global, LLC to SafeTek, LLC, a Utah limited liability company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Nature of Business</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We own a number of companies that each operate independently, but are accretive to one another. We are establishing a portfolio of wholly owned subsidiaries delivering leading-edge technologies, services, and research, dedicated primarily to the individual consumer. Following is a description of each of our companies.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Kuvera, LLC</b> provides 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, crowdfunding and cryptocurrency 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 to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. Different 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Kuvera France S.A.S.</b> is our entity in France that will distribute Kuvera products and services throughout the European Union.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>S.A.F.E. Management, LLC</b> is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated trading strategies to individuals who find they lack the time to trade for themselves.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>United League, LLC</b> owns a number of proprietary technologies including FIREFAN a social app for sports enthusiasts. Technologies created to support any of the Investview companies are held under the United League structure.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>United Games, LLC</b> is the distribution network for United League technologies. Since the acquisition of United Games in July of 2018, we are working to combine the distributors of Kuvera and United Games. This is an on-going process.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>SAFETek, LLC</b> (formerly WealthGen Global, LLC) is a new addition that we are currently establishing for expansion plans in the high-speed processing and cloud computing environment.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Investment Tools &#38; Training, LLC </b>and <b>Razor Data Corp.</b> currently have no operations or activities.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Basis of Presentation</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 &#8220;SEC&#8221;) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the nine months ended December 31, 2019, are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2020. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2019 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2019.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Basis of Accounting</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Principles of Consolidation</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment Tools &#38; Training, LLC, Apex Tek, LLC (formerly Razor Data, LLC), S.A.F.E. Management, LLC, SafeTek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. Through March 31, 2019 we had determined that one affiliated entity, Kuvera LATAM S.A.S., which we previously conducted business with, was a variable interest entity and we were the primary beneficiary of the entity&#8217;s activities, which are similar to those of Kuvera, LLC. As a result, through March 31, 2019 we had consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements. Further, because the Company did not have any ownership interest in this variable interest entity, the Company had allocated the contributed capital in the variable interest entity as a component of noncontrolling interest. As of April 1, 2019 Kuvera LATAM S.A.S. had no operations and ceased to exist, therefore, as of that date, no consolidation of the entity is necessary and we recorded a gain on deconsolidation of $53,739 to eliminate the intercompany account with Kuvera LATAM S.A.S. All intercompany transactions and balances have been eliminated in consolidation.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Principles of Consolidation</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment Tools &#38; Training, LLC, Razor Data Corp., S.A.F.E. Management, LLC, SafeTek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. We have determined that one affiliated entity, Kuvera LATAM S.A.S., which we conduct business with, is a variable interest entity and we are the primary beneficiary of the entity&#8217;s activities, which are similar to those of Kuvera, LLC. As a result, we have consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements. Further, because we do not have any ownership interest in this variable interest entity, we have allocated the contributed capital in the variable interest entity as a component of noncontrolling interest. All intercompany transactions and balances have been eliminated in consolidation.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Use of Estimates</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Use of Estimates</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Foreign Exchange</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements and have consolidated the accounts of Kuvera LATAM S.A.S. through March 31, 2019. The operations of Kuvera France S.A.S. are conducted in France and its functional currency is the Euro. The operations of Kuvera LATAM S.A.S. were conducted in Colombia and its functional currency is the Colombian Peso.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The financial statements of Kuvera France S.A.S. and Kuvera LATAM S.A.S. are prepared using their respective functional currency and have been translated into U.S. dollars (&#8220;USD&#8221;). Assets and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders&#8217; equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders&#8217; equity (deficit).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>December 31, 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>March 31, 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%; text-align: justify"><font style="font-size: 10pt">Euro to USD</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">1.12165</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">1.12200</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Colombian Peso to USD</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">n/a</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00031</font></td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Nine Months Ended December 31,</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 66%; text-align: justify"><font style="font-size: 10pt">Euro to USD</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">1.11443</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">n/a</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Colombian Peso to USD</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">n/a</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00034</font></td> <td>&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Foreign Exchange</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have consolidated the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into our consolidated financial statements. The operations of Kuvera France S.A.S. are conducted in France and its functional currency is the Euro. The operations of Kuvera LATAM S.A.S. are conducted in Colombia and its functional currency is the Colombian Peso.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The financial statements of Kuvera France S.A.S. and Kuvera LATAM S.A.S. are prepared using their respective functional currency and have been translated into U.S. dollars (&#8220;USD&#8221;). Assets and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders&#8217; equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders&#8217; equity (deficit).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">March 31, <br /> 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">March 31, <br /> 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%"><font style="font-size: 10pt">Euro to USD</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">1.12200</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">n/a</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Colombian Peso to USD</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00031</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00036</font></td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Year ended March 31,</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2019</font></td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2018</font></td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%"><font style="font-size: 10pt">Euro to USD</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">1.13580</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">n/a</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Colombian Peso to USD</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00033</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00034</font></td> <td>&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Cryptocurrencies</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We hold cryptocurrency-denominated assets (&#8220;cryptocurrencies&#8221;) and include them in our consolidated balance sheet as other current assets. We record cryptocurrencies at fair market value and recognize the change in the fair value of our cryptocurrencies as an unrealized gain or loss in the consolidated statement of operations. As of December 31, 2019 and March 31, 2019 the fair value of our cryptocurrencies was $156,448 and $142,061, respectively. During the nine months ended December 31, 2019 we recorded $(657) and $8,445 as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the nine months ended December 31, 2018 we recorded $16,363 and $95,810 as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the three months ended December 31, 2019 we recorded $10 and $(16,885) as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the three months ended December 31, 2018 we recorded $10 and $(16,885) as a total realized and unrealized gain (loss) on cryptocurrency, respectively.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Cryptocurrencies</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We hold cryptocurrency-denominated assets (&#8220;cryptocurrencies&#8221;) and include them in our consolidated balance sheet as other current assets. We record cryptocurrencies at fair market value and recognize the change in the fair value of our cryptocurrencies as an unrealized gain or loss in the consolidated statement of operations. As of March 31, 2019 and March 31, 2018, the fair value of our cryptocurrencies was $142,061 and $480,370, respectively. During the year ended March 31, 2019, we recorded $16,241 and $106,488 as realized and unrealized gain (loss) on cryptocurrency, respectively. During the year ended March 31, 2018, we recorded $(10,939) and $(135,729) as realized and unrealized gain (loss) on cryptocurrency, respectively.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Impairment of Long-Lived Assets</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have adopted ASC Subtopic 360-10, Property, Plant and Equipment (&#8220;ASC 360-10&#8221;). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company evaluates the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset&#8217;s carrying value and fair value or disposable value. During the nine months ended December 31, 2019 and 2018 impairment of $627,452 and $0 was recognized, respectively.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Impairment of Long-Lived Assets</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have adopted ASC Subtopic 360-10, Property, Plant and Equipment. ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by us be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset&#8217;s carrying value and fair value or disposable value.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Fair Value of Financial Instruments</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px">&#160;</td> <td style="width: 72px; text-align: justify"><font style="font-size: 10pt">Level 1:</font></td> <td style="text-align: justify"><font style="font-size: 10pt">Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Level 2:</font></td> <td style="text-align: justify"><font style="font-size: 10pt">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:</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-&#160;&#160;&#160;quoted prices for similar assets or liabilities in active markets;</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-&#160;&#160;&#160;quoted prices for identical or similar assets or liabilities in markets that are not active;</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-&#160;&#160;&#160;inputs other than quoted prices that are observable for the asset or liability; and</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-&#160;&#160;&#160;inputs that are derived principally from or corroborated by observable market data by correlation or other means.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Level 3:</font></td> <td style="text-align: justify"><font style="font-size: 10pt">Inputs that are unobservable and reflect management&#8217;s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our financial instruments consist of cash, accounts receivable, accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of December 31, 2019 and March 31, 2019, approximates the fair value due to their short-term nature.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 1</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 2</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 3</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 48%; padding-bottom: 1.5pt"><font style="font-size: 10pt">Cryptocurrencies</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">156,448</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">&#160;&#160;-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">156,448</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total Assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">156,448</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">156,448</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Derivative liability</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">383,670</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">383,670</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total Liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">383,670</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">383,670</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 1</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 2</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 3</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 48%; padding-bottom: 1.5pt"><font style="font-size: 10pt">Cryptocurrencies</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">&#160;&#160;-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total Assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Derivative liability</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total Liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Fair Value of Financial Instruments</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px; text-align: justify">&#160;</td> <td style="width: 67px; text-align: justify"><font style="font-size: 10pt">Level 1:</font></td> <td style="text-align: justify"><font style="font-size: 10pt">Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Level 2:</font></td> <td style="text-align: justify"><font style="font-size: 10pt">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:</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 1.25in; text-align: justify; text-indent: -0.25in">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 91px; text-align: justify">&#160;</td> <td style="width: 24px; text-align: justify"><font style="font-size: 10pt">-</font></td> <td style="text-align: justify"><font style="font-size: 10pt">quoted prices for similar assets or liabilities in active markets;</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-</font></td> <td style="text-align: justify"><font style="font-size: 10pt">quoted prices for identical or similar assets or liabilities in markets that are not active;</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-</font></td> <td style="text-align: justify"><font style="font-size: 10pt">inputs other than quoted prices that are observable for the asset or liability; and</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">-</font></td> <td style="text-align: justify"><font style="font-size: 10pt">inputs that are derived principally from or corroborated by observable market data by correlation or other means.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px; text-align: justify">&#160;</td> <td style="width: 67px; text-align: justify"><font style="font-size: 10pt">Level 3:</font></td> <td style="text-align: justify"><font style="font-size: 10pt">Inputs that are unobservable and reflect management&#8217;s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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 March 31, 2019 and March 31, 2018, approximates the fair value due to their short-term nature.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%; padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Cryptocurrencies</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total Assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Derivative liability</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total Liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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, 2018:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%; padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Cryptocurrencies</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">480,370</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">480,370</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total Assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">480,370</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">480,370</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total Liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"><b>Net Income (Loss) per Share</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We follow ASC subtopic 260-10, Earnings per Share (&#8220;ASC 260-10&#8221;), which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>December 31,<br /> 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>December 31,<br /> 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%"><font style="font-size: 10pt">Options to purchase common stock</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Warrants to purchase common stock</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">125,000</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">6,052,497</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Notes convertible into common stock</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">11,080,447</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Totals</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">11,205,447</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">6,087,497</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Net Income (Loss) per Share</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We follow ASC Subtopic 260-10, Earnings per Share, which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. 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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">March 31, 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">March 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Convertible notes payable</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 62%; text-align: justify"><font style="font-size: 10pt">Options to purchase common stock</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Warrants to purchase common stock</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">5,052,497</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">6,169,497</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Notes convertible into common stock</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">52,162,055</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">57,249,552</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">6,204,497</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>December 31, 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>March 31, 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%; text-align: justify"><font style="font-size: 10pt">Euro to USD</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">1.12165</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">1.12200</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Colombian Peso to USD</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">n/a</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00031</font></td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Nine Months Ended December 31,</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 66%; text-align: justify"><font style="font-size: 10pt">Euro to USD</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">1.11443</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">n/a</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Colombian Peso to USD</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">n/a</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00034</font></td> <td>&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">March 31, <br /> 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">March 31, <br /> 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%"><font style="font-size: 10pt">Euro to USD</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">1.12200</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">n/a</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Colombian Peso to USD</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00031</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00036</font></td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Year ended March 31,</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2019</font></td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2018</font></td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%"><font style="font-size: 10pt">Euro to USD</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">1.13580</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">n/a</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Colombian Peso to USD</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00033</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.00034</font></td> <td>&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">Amortization expense is expected to be as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 86%; text-align: justify"><font style="font-size: 10pt">Remainder of 2020</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">43,169</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2021</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">173,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2022</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">173,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2023</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">115,338</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2024</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">55,748</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2025 and beyond</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">175,496</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">736,051</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Amortization expense is expected to be as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 84%"><font style="font-size: 10pt">Fiscal year ending March 31, 2020</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">338,150</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Fiscal year ending March 31, 2021</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">338,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Fiscal year ending March 31, 2022</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">338,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Fiscal year ending March 31, 2023</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">280,565</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Fiscal year ending March 31, 2024 and beyond</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">281,670</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,576,685</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 1</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 2</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 3</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 48%; padding-bottom: 1.5pt"><font style="font-size: 10pt">Cryptocurrencies</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">156,448</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">&#160;&#160;-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">156,448</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total Assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">156,448</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">156,448</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Derivative liability</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">383,670</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">383,670</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total Liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">383,670</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">383,670</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 1</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 2</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Level 3</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 48%; padding-bottom: 1.5pt"><font style="font-size: 10pt">Cryptocurrencies</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">&#160;&#160;-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 10%; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total Assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Derivative liability</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total Liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%; padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Cryptocurrencies</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total Assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">142,061</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Derivative liability</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total Liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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, 2018:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 1</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 2</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Level 3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%; padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Cryptocurrencies</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">480,370</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; width: 1%"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; width: 12%; text-align: right"><font style="font-size: 10pt">480,370</font></td> <td style="width: 1%; padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total Assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">480,370</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">480,370</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total Liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>December 31,<br /> 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>December 31,<br /> 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%"><font style="font-size: 10pt">Options to purchase common stock</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Warrants to purchase common stock</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">125,000</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">6,052,497</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Notes convertible into common stock</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">11,080,447</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Totals</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">11,205,447</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">6,087,497</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">March 31, 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">March 31, 2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Convertible notes payable</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 62%; text-align: justify"><font style="font-size: 10pt">Options to purchase common stock</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Warrants to purchase common stock</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">5,052,497</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">6,169,497</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Notes convertible into common stock</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">52,162,055</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">57,249,552</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">6,204,497</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our related-party payables consisted of the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>December 31,<br /> 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>March 31,<br /> 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%"><font style="font-size: 10pt">Short-term advances [1]</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">668,608</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">440,489</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Short-term Promissory Note entered into on 8/17/18 [2]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">105,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Convertible Promissory Note entered into on 7/23/19 [3]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">903,285</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Accounts payable &#8211; related party [4]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">75,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,646,893</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">545,489</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 1pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"><font style="font-size: 10pt">[1]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">We periodically receive advances for operating funds from our current majority shareholders and other related parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand and are unsecured. During the nine months ended December 31, 2019, we received $1,164,500 in cash proceeds from advances, incurred $714,999 in interest expense on the advances, and repaid related parties $1,649,500. Also during the nine months ended December 31, 2019 we settled $1,880 of amounts that were recorded as due prior to March 31, 2018. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[2]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000 which was recorded as interest expense in the statement of operations during the year ended March 31, 2019. During the nine months ended December 31, 2019 we made repayments of $105,000 on the note. </font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"><font style="font-size: 10pt">[3]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">We entered into a $3,600,000 convertible promissory note with a member of the senior management team on July 23, 2019. We received proceeds of $1,000,000 from the note, including $900,000 in cash and $100,000 which offset amounts owing to the lender. In accordance with the terms of the note we are required to repay a monthly minimum payment of $50,000 beginning January of 2020 through June of 2020 and a monthly minimum payment of $100,000 beginning July of 2020 until the total principal amount has been repaid. The lender has the right to convert up to $2,600,000 of the outstanding and unpaid principal amount into shares of our common stock at a conversion price of $0.005 per share, subject to adjustment. During the nine months ended December 31, 2019 we recorded a beneficial conversion feature of $1,000,000 as a debt discount (see Note 8). Additionally, we recorded $2,600,000 as a debt discount, representing the difference between the face value of the note and the proceeds received. During the nine months ended December 31, 2019 we amortized $903,285 of the debt discount into interest expense. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[4]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During the nine months ended December 31, 2019 we entered into an employment agreement with Jayme McWidener as our Chief Financial Officer. At the date we entered into the employment agreement we owed her firm, Mac Accounting Group, LLP, $75,000, which was reclassified as a related party accounts payable balance on our balance sheet.</font></td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our related party payables consisted of the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Year Ended March 31,</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%; text-align: justify"><font style="font-size: 10pt">Short-term advances [1]</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">440,489</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">1,880</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Short-term promissory note entered into on 8/17/18 [2]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">105,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">545,489</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,880</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px; text-align: justify">&#160;</td> <td style="width: 24px; text-align: justify"><font style="font-size: 10pt">[1]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">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 set interest rates associated with them, and are unsecured. During the year ended March 31, 2019, we received $1,805,777 in cash proceeds from advances, incurred $15,000 in interest, and repaid related parties a total of $1,382,168.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[2]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000, which was recorded as interest expense in the statement of operations during the year ended March 31, 2019.</font></td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our debt consisted of the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>December 31, 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>March 31, 2019</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 66%"><font style="font-size: 10pt">Short-term advance received on 8/31/18 [1]</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">65,000</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">75,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Secured merchant agreement for future receivables entered into on 2/14/19 [2]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">641,687</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Secured merchant agreement for future receivables entered into on 2/14/19 [3]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">468,790</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Secured merchant agreements for future receivables entered into on 2/14/19 [4]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">597,060</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Promissory note entered into on 1/16/19 [5]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">60,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Secured merchant agreements for future receivables entered into on 3/28/19 [6]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">25,650</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Convertible promissory note entered into on 1/11/19 [7]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">26,600</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Convertible promissory note entered into on 2/6/19 [8]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">76,686</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Convertible promissory note entered into on 3/14/19 [9]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">5,557</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Secured merchant agreement for future receivables entered into on 8/16/19 and &#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;refinanced on 12/10/19 [10]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">1,594,423</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Secured merchant agreement for future receivables entered into on 8/16/19 [11]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">454,378</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Convertible promissory note entered into on 8/30/19 [12]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">31,948</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Convertible promissory note entered into on 9/11/19 [13]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">35,829</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid; padding-bottom: 1.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">2,181,578</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,977,030</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 1pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"><font style="font-size: 10pt">[1]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured. During the nine months ended December 31, 2019 we made payments of $10,000</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[2]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense. </font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we were required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Effective August 16, 2019 this debt was refinanced and the outstanding balance of $316,093 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $451,886 and amortized $126,292 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[3]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Effective August 16, 2019 this debt was refinanced and the outstanding balance of $297,033 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $413,580 and amortized $241,823 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[4]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Effective August 16, 2019 this debt was refinanced and the outstanding balance of $382,000 was rolled into a new debt arrangement, see notation [11] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $509,840 and amortized $294,780 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[5]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. During the nine months ended December 31, 2019, we repaid $60,000 of the amount due under the note.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[6]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense. During the nine months ended December 31, 2019, we repaid $40,500 and amortized $14,850 into interest expense. </font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"><font style="font-size: 10pt">[7]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of April 11, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448. During the nine months ended December 31, 2019, we amortized $114,848 into interest expense, recorded additional interest expense on the note of $40,977 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,425. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[8]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurred interest at 12% per annum, and had a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the &#8220;Returnable Shares&#8221;) to the note holder as a commitment fee, provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note had a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172. During the nine months ended December 31, 2019, we amortized $197,486 into interest expense, recorded additional interest expense on the note of $11,136, and paid off the note and accrued interest for $285,308. In accordance with the terms of the agreement the 22,500,000 Returnable Shares were returned and cancelled (see Note 8).</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[9]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of June 14, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726. During the nine months ended December 31, 2019, we amortized $133,168 into interest expense, recorded additional interest expense on the note of $43,983 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,708.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[10]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On August 15, 2019, we received proceeds from this arrangement of $339,270 after paying off $316,093 from a February 2018 agreement (see notation [2] above) and $297,033 from a second February 2019 agreement (see notation [3] above). In accordance with the terms of the agreement, we were required to repay $1,399,000 by making daily ACH payments of $6,823. Accordingly, we recorded $446,604 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. </font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">Effective December 10, 2019 this debt was refinanced and the outstanding balance of $839,514 was rolled into a new Secured Merchant Agreement for future receivables. During the nine months ended December 31, 2019, prior to the refinance, we repaid $559,486 and amortized $446,605 into interest expense related to the August 2019 arrangement. As a result of the refinancing arrangement we received proceeds of $854,801. In accordance with the terms of the agreement, we were required to repay $2,448,250 by making daily ACH payments of $10,999. Accordingly, we recorded $753,935 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, after the refinance, we repaid $153,986 and amortized $54,094 into interest expense related to the new December 2019 arrangement.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[11]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. In August 2019, we received proceeds from this arrangement of $418,381 after paying off $382,000 from a October 2018 agreement (see notation [4] above). In accordance with the terms of the agreement, we were required to repay $1,189,150 by making daily ACH payments of $5,801. Accordingly, we recorded $388,769 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, we repaid $533,750 and amortized $187,747 into interest expense. </font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"><font style="font-size: 10pt">[12]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In August 2019, we entered into a Convertible Promissory Note and received proceeds of $100,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of November 28, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $103,000 and captured loan fees, recorded as interest expense, of $69,048. During the nine months ended December 31, 2019, we amortized $27,783 into interest expense, and recorded additional interest expense on the note of $4,165.</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td><font style="font-size: 10pt">[13]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In September 2019, we entered into a Convertible Promissory Note and received proceeds of $125,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of December 10, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $128,000 and captured loan fees, recorded as interest expense, of $53,573. During the nine months ended December 31, 2019, we amortized $31,158 into interest expense, and recorded additional interest expense on the note of $4,671.</font></td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Our debt consisted of the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Year Ended March 31,</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 66%"><font style="font-size: 10pt">Revenue share agreement entered into on 6/28/16 [1]</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 14%; text-align: right"><font style="font-size: 10pt">195,245</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Short-term advance received on 8/31/18 [2]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">75,000</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Secured merchant agreement for future receivables entered into on 2/14/19 [3]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">641,687</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Secured merchant agreement for future receivables entered into on 2/14/19 [4]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">468,790</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Secured merchant agreements for future receivables entered into on 2/14/19 [5]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">597,060</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Promissory note entered into on 1/16/19 [6]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">60,000</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Secured merchant agreements for future receivables entered into on 3/28/19 [7]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">25,650</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Convertible promissory note entered into on 1/11/19 [8]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">26,600</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Convertible promissory note entered into on 2/6/19 [9]</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">76,686</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Convertible promissory note entered into on 3/14/19 [10]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">5,557</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,977,030</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">195,245</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 29px; text-align: justify">&#160;</td> <td style="width: 29px; text-align: justify"><font style="font-size: 10pt">[1]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">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&#8217;s sales, whichever is greater, beginning February 15, 2017, until the lender has been repaid $600,000. During the year ended March 31, 2019, we repaid $195,245.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[2]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[3]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we are required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 29px; text-align: justify">&#160;</td> <td style="width: 29px; text-align: justify"><font style="font-size: 10pt">[4]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[5]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[6]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. Subsequent to January 16, 2019, we repaid $60,000 of the amount due under the note.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[7]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[8]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of April 11, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 29px; text-align: justify">&#160;</td> <td style="width: 29px; text-align: justify"><font style="font-size: 10pt">[9]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurs interest at 12% per annum, and has a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the &#8220;Returnable Shares&#8221;) to the note holder as a commitment fee (see Note 9), provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[10]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of June 14, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726.</font></td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">During the nine months ended December 31, 2019, we had the following activity in our derivative liability account:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 82%"><font style="font: 10pt Times New Roman, Times, Serif">Derivative liability at March 31, 2019</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="width: 15%; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1,358,901</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Derivative liability recorded on new instruments</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">1,206,139</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font: 10pt Times New Roman, Times, Serif">Derivative liability reduced by debt settlement</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">(1,676,735</font></td> <td><font style="font: 10pt Times New Roman, Times, Serif">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font: 10pt Times New Roman, Times, Serif">Change in fair value</font></td> <td>&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">(504,635</font></td> <td><font style="font: 10pt Times New Roman, Times, Serif">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font: 10pt Times New Roman, Times, Serif">Derivative liability at December 31, 2019</font></td> <td>&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font: 10pt Times New Roman, Times, Serif">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font: 10pt Times New Roman, Times, Serif">383,670</font></td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the year ended March 31, 2019, we had the following activity in our derivative liability account:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Derivative liability at March 31, 2018</font></td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 77%; text-align: justify"><font style="font-size: 10pt">Derivative liability recorded on new instruments</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 20%; text-align: right"><font style="font-size: 10pt">1,144,525</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Change in fair value</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">214,376</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Derivative liability at March 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,358,901</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the nine months ended December 31, 2019, the assumptions used in our binomial option pricing model were in the following range:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 82%"><font style="font-size: 10pt">Risk free interest rate</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 15%; text-align: right"><font style="font-size: 10pt">1.53% - 2.13</font></td> <td style="width: 1%"><font style="font-size: 10pt">%</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Expected life in years</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.03 - 1.25</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Expected volatility</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">250% - 381</font></td> <td><font style="font-size: 10pt">%</font></td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the year ended March 31, 2019, the assumptions used in our binomial option pricing model were in the following range:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 77%; text-align: justify"><font style="font-size: 10pt">Risk free interest rate</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 20%; text-align: right"><font style="font-size: 10pt">2.40% - 2.58</font></td> <td style="width: 1%"><font style="font-size: 10pt">%</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Expected life in years</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.35 - 1.25</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Expected volatility</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">222% - 268</font></td> <td><font style="font-size: 10pt">%</font></td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Weighted</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Weighted</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Average</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Average</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Remaining</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Aggregate</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Number of</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Exercise</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Contractual</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Intrinsic</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Shares</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Price</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Life (years)</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Value</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 44%"><font style="font-size: 10pt">Options outstanding at March 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">10.00</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">1.51</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Granted</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Exercised</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Canceled / expired</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 1.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Options outstanding at March 31, 2019</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">35,000</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">10.00</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">0.51</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Granted</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Exercised</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Canceled / expired</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(35,000</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 1.5pt; text-align: right"><font style="font-size: 10pt">10.00</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Options outstanding at December 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Options exercisable at December 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Weighted</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Weighted</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Average</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Average</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Remaining</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Aggregate</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Number of</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Exercise</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Contractual</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Intrinsic</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Shares</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Price</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Life (years)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Value</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%"><font style="font-size: 10pt">Options outstanding at March 31, 2017</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">10.00</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">2.51</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Granted</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Exercised</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Canceled / expired</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 1.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Options outstanding at March 31, 2018</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">35,000</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">10.00</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">1.51</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Granted</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Exercised</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Canceled / expired</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 1.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Options outstanding at March 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">10.00</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">0.51</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Options exercisable at March 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">35,000</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">10.00</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">0.51</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">$</font></td> <td style="padding-bottom: 2.5pt; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table summarizes the warrants outstanding and the related prices for the shares of our common stock as of December 31, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Warrants Outstanding</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Warrants Exercisable</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Weighted</b></font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Average</b></font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Weighted</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Weighted</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Remaining</b></font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Average</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Average</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Exercise</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Number</b></font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Contractual</b></font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Exercise</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Number</b></font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Exercise</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Price</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Outstanding</b></font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Life (Years)</b></font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Price</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Exercisable</b></font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Price</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">125,000</font></td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">0.46</font></td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 1%; text-align: center"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">125,000</font></td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 1%; text-align: center"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="width: 1%">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table summarizes the warrants outstanding and the related prices for the shares of our common stock as of March 31, 2019:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td colspan="2">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="10" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Warrants Outstanding</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Warrants Exercisable</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Weighted</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Average</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Weighted</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Weighted</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Remaining</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Average</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Average</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Exercise</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Number</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Contractual</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Exercise</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Number</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Exercise</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Price</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Outstanding</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Life (Years)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Price</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Exercisable</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Price</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 18%; text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">5,052,497</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">0.36</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">5,052,497</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="width: 1%">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Transactions involving our warrant issuance are summarized as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Weighted</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Number of</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Average</b></font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Shares</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Exercise Price</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%"><font style="font-size: 10pt">Warrants outstanding at March 31, 2018</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">6,169,497</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Granted / restated</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Canceled</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Expired</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(1,117,000</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">1.48</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Warrants outstanding at March 31, 2019</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">5,052,497</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">1.50</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Granted</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Canceled</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Expired</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(4,927,497</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Warrants outstanding at December 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">125,000</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Transactions involving our warrant issuance are summarized as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Weighted</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Number of</font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Average</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Shares</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Exercise Price</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%; text-align: justify"><font style="font-size: 10pt">Warrants outstanding at March 31, 2017</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">6,534,810</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">1.48</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Granted / restated</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Canceled</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Expired</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(365,313</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(1.18</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Warrants outstanding at March 31, 2018</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">6,169,497</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">1.50</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Granted</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Canceled</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Expired</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(1,117,000</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(1.48</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Warrants outstanding at March 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double">&#160;</td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">5,052,497</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1.50</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> 440489 1880 100000 668608 100000 105000 2019-08-31 2020-04-11 2019-08-06 2020-06-14 2018-08-31 2019-08-31 2020-11-28 2020-12-10 2020-04-11 2019-08-06 2020-06-14 200000 75000 631617 120000 530000 631617 120000 100000 100000 839514 200000 200000 30000 450005 3448 120128 4172 726 64492 51000 40977 11136 43983 4671 69048 4165 53573 45094 718518 450005 120128 4172 64492 726 230000 5049 3000 4649 4372 3498 2332 4500 581000 5801 10999 2600000 269400 139799 152391 179600 291468 224500 224410 131700 16500 138000 30000 270000 138000 446604 388769 103000 128000 446605 753935 143000 138000 30000 270000 138000 233501 449657 233501 421600 327880 0.10 0.12 0.12 0.12 0.00 0.12 0.12 0.12 0.12 0.12 0.00 511617 511617 10000 316093 140000 135000 240000 135000 1000000 100000 125000 135000 240000 135000 3000 3000 3000 3000 3000 3000 3000 3000 0.65 0.65 0.65 0.65 0.65 0.65 0.65 0.65 15 20 15 15 15 15 20 15 22500000 22500000 22500000 1206139 1144525 5052497 6169497 6534810 125000 1.50 1.50 1.48 1.50 1.50 -1.18 -1.48 4927497 365313 1117000 10000 2933 96307 0 0 0 0 0 101387 525000 3000 65000 125000 65000 47500 42500 47500 42500 35000 35000 35000 10.00 10.00 10.00 10.00 P0Y P1Y6M3D P6M3D P0Y P6M3D 1.50 1.50 1.50 1.50 5052497 125000 1.50 1.50 1500 35160 35160 <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Revenue Recognition</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Subscription Revenue</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period, therefore we recognize revenue ratably 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 collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Equipment Sales</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing activities: protein folding, CGI rendering, Game Streaming, Machine &#38; Deep Learning, Mining, Independent Financial Verification, and general high-speed computing. We recognize equipment sales revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver an equipment package to our customers which includes hardware, software, and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a separate third party that provides such services.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Cryptocurrency Mining Service Revenue</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We generate revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party supplier. We recognize cryptocurrency mining service revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-party to provide mining services to our customers and payment is received at the time of purchase, therefore revenue is recognized upon receipt of payment. We recognize revenue in the amount of the fee to which we are entitled to as an agent, or the amount of consideration that we retain after paying the third-party the consideration received in exchange for the services the third-party is to provide.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Mining Revenue</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Through our wholly owned subsidiary, SAFETek, LLC, we lease equipment under a sales-type lease and use the equipment on blockchain networks to validate and add blocks of transactions to blockchain ledgers (commonly referred to as &#8220;mining&#8221;). As compensation for mining we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us. Our mining activities constitute our ongoing major and central operations of SAFETek, LLC. Because we do not have contracts, nor do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately granted to us as a result of our mining activities.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fee Revenue</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we receive payment for such advisory fees in the month following recognition.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the nine months ended December 31, 2019 is as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Subscription</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Revenue</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Equipment Sales</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Cryptocurrency Mining Service Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Mining Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Fee Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 46%"><font style="font-size: 10pt">Gross billings/receipts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">21,214,747</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">380,871</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">9,486</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">21,605,104</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,887,656</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,887,656</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">19,327,091</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">380,871</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">9,486</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">19,717,448</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the nine months ended December 31, 2018 is as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Subscription</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Revenue</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Equipment Sales</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Cryptocurrency Mining Service Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Mining Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Fee Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 46%"><font style="font-size: 10pt">Gross billings/receipts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">21,882,005</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">698,954</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">5,690,380</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">28,271,389</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,047,007</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(4,000</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(6,501</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,057,508</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(3,871,278</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(3,871,278</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">20,835,048</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">694,954</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,812,601</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">23,342,603</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the three months ended December 31, 2019 is as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Subscription</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Revenue</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Equipment Sales</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Cryptocurrency Mining Service Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Mining Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Fee Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 46%"><font style="font-size: 10pt">Gross billings/receipts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">5,096,886</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">380,871</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">4,117</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">5,481,874</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(518,263</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(518,263</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">4,578,623</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">380,871</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">4,117</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">4,963,611</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the three months ended December 31, 2018 is as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Subscription</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Revenue</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Equipment Sales</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Cryptocurrency Mining Service Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Mining Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Fee Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 46%"><font style="font-size: 10pt">Gross billings/receipts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">7,204,415</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">698,954</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">40,779</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">7,944,148</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(200,613</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(4,000</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(6,501</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(211,114</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">7,003,802</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">694,954</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">34,278</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">7,773,034</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Revenue Recognition</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Effective April 1, 2018, we adopted the ASC Subtopic 606-10, Revenue from Contracts with Customers. The adoption of ASC 606-10 had no impact on prior year or previously disclosed amounts. In accordance with ASC 606-10, revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably 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 collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We generate revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party supplier. Our performance obligation is to arrange for the third-party to provide mining services to our customers and payment is received at the time of purchase, therefore revenue is recognized upon receipt of payment. We recognize revenue in the amount of the fee to which we are entitled to as an agent, or the amount of consideration that we retain after paying the third-party the consideration received in exchange for the services the third-party is to provide.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing activities: protein folding, CGI rendering, game streaming, machine &#38; deep learning, mining, independent financial verification, and general high-speed computing. Our performance obligation is to deliver an equipment package to our customers that includes hardware, software, and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a separate third party that provides such services.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the year ended March 31, 2019, was as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Subscription<br /> Revenue</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Equipment Sales</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Cryptocurrency<br /> Mining Revenue</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%; text-align: justify"><font style="font-size: 10pt">Gross billings</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">28,518,660</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">698,954</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">5,775,269</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">34,992,883</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,495,458</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(4,000</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(6,501</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,505,959</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(3,827,843</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(3,827,843</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">27,023,202</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">694,954</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,940,925</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">29,659,081</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the year ended March 31, 2018, was as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Subscription <br /> Revenue</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Equipment Sales</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Cryptocurrency<br /> Mining Revenue</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%; text-align: justify"><font style="font-size: 10pt">Gross billings</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">14,758,614</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">8,885,798</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">23,644,412</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(859,035</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(859,035</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(4,867,945</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(4,867,945</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">13,899,579</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">4,017,853</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">17,917,432</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Long-Lived Assets &#8211; Intangible Assets &#38; License Agreement</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We account for our intangible assets and 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 and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In June of 2017 we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement. Annual amortization over the 15-year life is expected to be $150,400 per year. Amortization recognized for the nine months ended December 31, 2019 and 2018 was $113,315 and $113,315, respectively, and the long-term license agreement was recorded at a net value of $1,869,905 and $1,983,220 as of December 31, 2019 and March 31, 2019, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination. Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and are being amortized on a straight-line method over their estimated useful lives. During the nine months ended December 31, 2019 we impaired the value of the customer contracts/relationships originally acquired.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Estimated</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Useful</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Life</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>(years)</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Value</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%"><font style="font-size: 10pt">FireFan mobile application</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 11%; text-align: center"><font style="font-size: 10pt">4</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">331,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Back office software</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">10</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">408,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Tradename/trademark - FireFan</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">5</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">248,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Tradename/trademark - United Games</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">0.45</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">4,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Customer contracts/relationships</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">n/a</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">991,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Accumulated amortization as of December 31, 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(254,949</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net book value, December 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">736,051</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">Amortization expense is expected to be as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 86%; text-align: justify"><font style="font-size: 10pt">Remainder of 2020</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">43,169</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2021</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">173,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2022</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">173,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2023</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">115,338</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2024</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">55,748</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Fiscal year ending March 31, 2025 and beyond</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">175,496</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">736,051</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Long-Lived Assets &#8211; Intangible Assets &#38; License Agreement</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We account for our intangible assets and long-term license agreement in accordance with Financial Accounting Standards Board (&#8220;FASB&#8221;) Accounting Standards Codification (&#8220;ASC&#8221;) 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 and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In June of 2017 we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement. Annual amortization over the 15-year life is expected to be $150,400 per year. Amortization recognized for the year ended March 31, 2019 and 2018, was $150,400 and $122,380, respectively, and the long-term license agreement was recorded at a net value of $1,983,220 and $2,133,620 as of March 31, 2019 and 2018, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination (see Note 5). Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and are being amortized on a straight-line method over their estimated useful lives.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Estimated</font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Useful</font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Life</font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">(years)</font></td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Value</font></td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 68%"><font style="font-size: 10pt">FireFan mobile application</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 13%; text-align: center"><font style="font-size: 10pt">4</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">331,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Back office software</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">10</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">408,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Tradename/trademark - FireFan</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">5</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">248,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Tradename/trademark - United Games</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">0.45</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">4,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Customer contracts/relationships</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">5</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">825,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">1,816,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Accumulated amortization as of March 31, 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(239,315</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net book value, March 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt; text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,576,685</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Amortization expense is expected to be as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 84%"><font style="font-size: 10pt">Fiscal year ending March 31, 2020</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">338,150</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Fiscal year ending March 31, 2021</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">338,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Fiscal year ending March 31, 2022</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">338,150</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Fiscal year ending March 31, 2023</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">280,565</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Fiscal year ending March 31, 2024 and beyond</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">281,670</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,576,685</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Estimated</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Useful</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Life</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>(years)</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Value</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%"><font style="font-size: 10pt">FireFan mobile application</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 11%; text-align: center"><font style="font-size: 10pt">4</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">331,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Back office software</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">10</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">408,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Tradename/trademark - FireFan</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">5</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">248,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Tradename/trademark - United Games</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">0.45</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">4,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Customer contracts/relationships</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">n/a</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">991,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Accumulated amortization as of December 31, 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(254,949</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net book value, December 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">736,051</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Estimated</font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Useful</font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt">Life</font></td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">(years)</font></td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Value</font></td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 68%"><font style="font-size: 10pt">FireFan mobile application</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%; text-align: center">&#160;</td> <td style="width: 13%; text-align: center"><font style="font-size: 10pt">4</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">331,000</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Back office software</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">10</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">408,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Tradename/trademark - FireFan</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">5</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">248,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Tradename/trademark - United Games</font></td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">0.45</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">4,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Customer contracts/relationships</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">5</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">825,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td style="text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">1,816,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Accumulated amortization as of March 31, 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(239,315</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net book value, March 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt; text-align: center">&#160;</td> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,576,685</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the nine months ended December 31, 2019 is as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Subscription</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Revenue</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Equipment Sales</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Cryptocurrency Mining Service Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Mining Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Fee Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 46%"><font style="font-size: 10pt">Gross billings/receipts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">21,214,747</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">380,871</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">9,486</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">21,605,104</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,887,656</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,887,656</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">19,327,091</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">380,871</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">9,486</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">19,717,448</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the nine months ended December 31, 2018 is as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Subscription</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Revenue</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Equipment Sales</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Cryptocurrency Mining Service Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Mining Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Fee Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 46%"><font style="font-size: 10pt">Gross billings/receipts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">21,882,005</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">698,954</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">5,690,380</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">28,271,389</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,047,007</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(4,000</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(6,501</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,057,508</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(3,871,278</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(3,871,278</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">20,835,048</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">694,954</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,812,601</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">23,342,603</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the three months ended December 31, 2019 is as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Subscription</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Revenue</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Equipment Sales</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Cryptocurrency Mining Service Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Mining Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Fee Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 46%"><font style="font-size: 10pt">Gross billings/receipts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">5,096,886</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">380,871</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">4,117</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">5,481,874</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(518,263</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(518,263</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">4,578,623</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">380,871</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">4,117</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">4,963,611</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the three months ended December 31, 2018 is as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid"> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Subscription</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><b>Revenue</b></p></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Equipment Sales</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Cryptocurrency Mining Service Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Mining Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Fee Revenue</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Total</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 46%"><font style="font-size: 10pt">Gross billings/receipts</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">7,204,415</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">698,954</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">40,779</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">&#160;&#160;&#160;&#160;&#160;-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 6%; text-align: right"><font style="font-size: 10pt">7,944,148</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(200,613</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(4,000</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(6,501</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(211,114</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">7,003,802</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">694,954</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">34,278</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">7,773,034</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the year ended March 31, 2019, was as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Subscription<br /> Revenue</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Equipment Sales</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Cryptocurrency<br /> Mining Revenue</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%; text-align: justify"><font style="font-size: 10pt">Gross billings</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">28,518,660</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">698,954</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">5,775,269</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">34,992,883</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,495,458</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(4,000</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(6,501</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,505,959</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(3,827,843</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(3,827,843</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">27,023,202</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">694,954</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,940,925</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">29,659,081</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Revenue generated for the year ended March 31, 2018, was as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Subscription <br /> Revenue</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Equipment Sales</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Cryptocurrency<br /> Mining Revenue</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Total</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 40%; text-align: justify"><font style="font-size: 10pt">Gross billings</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">14,758,614</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">8,885,798</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 12%; text-align: right"><font style="font-size: 10pt">23,644,412</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Refunds, incentives, credits, and chargebacks</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(859,035</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(859,035</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Amounts paid to supplier</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(4,867,945</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(4,867,945</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Net revenue</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">13,899,579</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">4,017,853</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">17,917,432</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> P15Y P4Y P10Y P5Y P5M12D P0Y P15Y P4Y P10Y P5Y P5M12D P5Y 1.12200 1.12165 0.00031 0.00036 1.11443 0.00034 1.13580 0.00033 0.00034 1816000 331000 408000 248000 4000 991000 331000 408000 248000 4000 825000 -239315 -254949 1576685 736051 338150 173150 338150 173150 280565 115338 142061 480370 142061 156448 156448 480370 142061 480370 142061 156448 156448 480370 1358901 1358901 383670 383670 1358901 1358901 383670 383670 -1887656 -859035 -1057508 -1495458 -859035 -4000 -6501 -1887656 -1047007 -4000 -6501 -1505959 -211114 -518263 -518263 -200613 -6501 -4000 4867945 3871278 3827843 4867945 3871278 3827843 11205447 6204497 6087497 35000 35000 125000 6052497 11080447 57249552 35000 5052497 6169497 52162055 0.02 53739 53739 <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Financial Statement Reclassification</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.</p> 43169 100000 2600000 112564 21147 7576800 7576800 1092643 6713097 924588 1180671 493591 560145 10822072 14271926 17316319 21526326 5087053 1605925 1389666 454225 634671 878936 109265 575199 5433416 2270479 3075862 4272355 1059660 1721970 1130070 2572831 1355182 1620370 284586 474287 4487137 2311028 2921073 4121279 940767 1765381 24355004 28593586 26227695 33599937 7974922 6702907 -4637556 -10676154 -2885092 -3940856 -241888 -1739296 1725384 -2767422 19387 19387 443907 1880 504635 -214376 -94622 -657 -10939 16363 16241 -1091 10 3918070 74976 210154 1842461 206007 1427433 -68053 -493 -2449 -3032 -606 3231 -3940313 -4212273 1919239 -966471 -207820 -2086434 -8577869 -14888427 -965853 -4907327 -449708 -3825730 -8587449 -5011036 0.00 -0.01 0.00 -0.00 0.00 0.00 2748911300 1911786477 2197588591 2234117482 2213661318 2840281449 2067 7211 3846 3470 22627 2067 7211 3846 3470 22627 -8585382 -14913016 -1003486 -4974249 -448893 -3805301 -7211 -3846 -3470 -22627 -8585382 -14913016 -1010697 -4978095 -452363 -3827928 2005282 971282 971282 1618284 104105 5000 20000 367190 320528 2639 4126 5332 213182 256509 239315 -101792 -122053 -316455 -108907 313347 4762 4055 -135000 7000 36510 -36010 -36010 -40170 627038 -585158 -461038 -3988 1500 -11603 -284836 2924522 -1375229 -1314971 -1145149 422369 181255 1016385 180026 74953 26000 59345 4690473 -1045665 -2580818 -2983251 -4171341 -7714 3740 3740 825000 3121776 -389212 2539078 1184212 1627526 36 3371 -4251 -5057 129956 1489070 -1397117 -1357042 51000 117500 51000 9580 24589 44844 70768 101387 525000 2676439 6846059 8333 109240 841139 704397 342205 265000 265000 714999 104105 5000 5000 -864602 3550 3740 3740 9229393 102 91000 91000 662048 1100000 800000 3380000 250 365000 510000 131244 1000000 1667 4171341 11264 125889455 2169661318 2640161318 3003490408 2213661318 2710871816 2213661318 2679376966 2169661318 1354943 -1762280 125890 2169661 2640161 805637 16137945 23758917 -8589 -2483 1363 -5154387 -20085947 -25096983 18544 51485 -4231449 6059200 3003490 2213661 24618312 17112945 3430 4728 -33684432 -21091245 13145 -1746766 2710872 2213661 23575406 17112945 -19197 1258 -29856504 -20611269 -14468 -3589423 -1297873 2679377 2169661 24146088 16137945 -17612 1135 -28102938 -21461060 2320 -1295085 -3149999 -2483 -2483 3846 3846 3470 22627 22627 3470 -18975 3618 -18975 3618 -1585 123 -1585 123 -8587449 -14913016 -1005298 26059 -5011036 -479976 -3827928 50000 750000 800000 50000 1050000 1100000 402000000 1000000 1000000 285618592 241000000 1000000 402000 6385600 10000 17600 6787600 1844639 1160524 285618 874906 241000 1000 1274915 9000 1515915 10000 -7000000 5150 -5150 -7000000 7000000 7000 84000 91000 102 5 7000 97 84000 102 91000 -265000 4273 3000 -269273 522000 3000 4274 525000 101387 101387 -51485 -51485 -250000 -222500000 250000 -250 250 -222500 -3157500 -3380000 <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 10 &#8211; OPERATING LEASE</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In February 2016, the FASB issued ASU No. 2016-02, <i>Leases</i>. The new standard establishes a right-of-use (&#8220;ROU&#8221;) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases. Leases are classified as either finance or operating with classification affecting the pattern of expense recognition in the statement of operations. We adopted ASU No. 2016-02 on April 1, 2019. We did not record a lease asset and lease liability as of the adoption date as we had no lease arrangements or lease obligation at that time.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the nine months ended December 31, 2019 we entered two operating leases for office space in Eatontown, New Jersey (the &#8220;Eatontown Lease&#8221;) and Kaysville, Utah (the &#8220;Kaysville Lease&#8221;). We have the option to extend the three year lease term of the Eatontown Lease for a period of one year. In addition, we are obligated to pay twelve monthly installments to cover an annual utility charge of $1.75 per rentable square foot for electric usage within the demised premises. As the lessor has the right to digitally meter and charge us accordingly, these payments were deemed variable and will be expensed as incurred. During the three and nine months ended December 31, 2019 the variable lease costs amounted to $831 and $1,385, respectively. At commencement of the Eatontown Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $110,097. We have the option to extend the twelve-and-a-half-month lease term of the Kaysville Lease for a period of one year. At commencement of the Kaysville Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $21,147.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Operating lease expense was $16,397 and $24,630 for the three and nine months ended December 31, 2019, respectively. Operating cash flows used for the operating leases during the three and nine months ended December 31, 2019 were $12,897 and $18,797, respectively. As of December 31, 2019, the weighted average remaining lease term was 2.34 years and the weighted average discount rate was 12%.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Future minimum lease payments under non-cancellable leases as of December 31, 2019 were as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 84%"><font style="font-size: 10pt">Remainder of 2020</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">14,897</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">2021</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">56,794</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">2022</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">48,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">2023</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right"><font style="font-size: 10pt">16,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Total</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">135,691</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Less: Interest</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(17,294</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Present value of lease liability</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">118,397</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Operating lease liability, current [1]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(59,064</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Operating lease liability, long term </font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">59,333</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">[1] Represents lease payments to be made in the next 12 months</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Fixed Assets</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of December 31, 2019 fixed assets were made up of the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Estimated</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Useful</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Life</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>(years)</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Value</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%"><font style="font-size: 10pt">Furniture, fixtures, and equipment</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: center"><font style="font-size: 10pt">10</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">11,372</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Computer equipment</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">3</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">19,533</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Data processing equipment</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center"><font style="font-size: 10pt">3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">4,166,470</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">4,197,375</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Accumulated amortization as of December 31, 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(333,034</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net book value, December 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">3,864,341</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Total depreciation expense for the nine months ended December 31, 2019 and 2018, was $320,528 and $4,126, respectively.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Fixed Assets</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 81%; text-align: justify"><font style="font-size: 10pt">Furniture, fixtures, and equipment</font></td> <td style="width: 1%">&#160;</td> <td style="width: 17%; text-align: right"><font style="font-size: 10pt">10 years</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Computer equipment</font></td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">3 years</font></td> <td>&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fixed assets are presented net of accumulated depreciation of $12,505 and $7,173, as of March 31, 2019 and 2018, respectively. Total depreciation expense for the years ended March 31, 2019 and 2018, was $5,332 and $2,639, respectively.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Sale and Leaseback</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Through our wholly-owned subsidiary, APEX Tex, LLC, we sell high powered data processing equipment (&#8220;APEX&#8221;) to our customers and they lease the equipment back to SAFETek, LLC, another of our wholly-owned subsidiaries. We account for these transactions under ASC 842-40 where the leaseback has been deemed a sales-type lease due to the lease term generally covering the entire economic life of the equipment and our likelihood to purchase the asset at the end of the lease term. In accordance with ASC 842-40 we have recorded the data processing equipment as a fixed asset on our balance sheet and we have accounted for the amounts received for the equipment as a financial liability, in other liabilities on our balance sheet. Further, we will recognize interest on the financial liability over the term of the lease to ensure the financial liability equates to the total amounts to be paid over the life of the lease.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the nine months ended December 31, 2019 we had the following activity related to our sale and leaseback transactions:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 86%"><font style="font-size: 10pt">Proceeds from sales of APEX</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">9,693,141</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Interest recognized on financial liability</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">877,352</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Payments made for leased equipment</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(1,341,100</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Total financial liability</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">9,229,393</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Other current liabilities [1]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(7,576,800</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Other long-term liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,652,593</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">[1] Represents lease payments to be made in the next 12 months</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of December 31, 2019, we have received proceeds of $607,205 in additional deposits for APEX sales, which has been recorded in the customer advance amount shown on our balance sheet.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Lease Obligation</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We <font style="background-color: white">determine if an arrangement is a lease at inception. Operating leases are included in the operating lease right-of-use asset account, the operating lease liability, current account, and the operating lease liability, long term account in our balance sheet. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. </font></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><font style="background-color: white">Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. </font>We have elected to not apply the recognition requirements of ASC 842 to short-term leases (leases with terms of twelve months or less). <font style="background-color: white">Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. We have elected the practical expedient and will not separate non-lease components from lease components and will instead account for </font>each separate lease component and non-lease component associated with the lease components as a single lease component.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As of December 31, 2019 fixed assets were made up of the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Estimated</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Useful</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center"><font style="font-size: 10pt"><b>Life</b></font></td> <td>&#160;</td> <td>&#160;</td> <td colspan="2" style="text-align: center">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>(years)</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>Value</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%"><font style="font-size: 10pt">Furniture, fixtures, and equipment</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 11%; text-align: center"><font style="font-size: 10pt">10</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">11,372</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Computer equipment</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: center"><font style="font-size: 10pt">3</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">19,533</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Data processing equipment</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: center"><font style="font-size: 10pt">3</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">4,166,470</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">4,197,375</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Accumulated amortization as of December 31, 2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="text-align: right">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(333,034</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Net book value, December 31, 2019</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">3,864,341</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 81%; text-align: justify"><font style="font-size: 10pt">Furniture, fixtures, and equipment</font></td> <td style="width: 1%">&#160;</td> <td style="width: 17%; text-align: right"><font style="font-size: 10pt">10 years</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Computer equipment</font></td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">3 years</font></td> <td>&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Future minimum lease payments under non-cancellable leases as of December 31, 2019 were as follows:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 84%"><font style="font-size: 10pt">Remainder of 2020</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 13%; text-align: right"><font style="font-size: 10pt">14,897</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">2021</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">56,794</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">2022</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">48,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">2023</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt; text-align: right"><font style="font-size: 10pt">16,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Total</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">135,691</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Less: Interest</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(17,294</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Present value of lease liability</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">118,397</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Operating lease liability, current [1]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(59,064</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Operating lease liability, long term </font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">59,333</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">[1] Represents lease payments to be made in the next 12 months</p> P15Y 265000 607205 281670 175496 55748 19717448 17917432 23342603 27023202 13899579 694954 1940925 4017853 19327091 20835048 694954 1812601 29659081 7733034 4963611 4578623 4117 7003802 34278 9486 694954 380871 380871 P10Y P3Y P10Y P3Y P3Y 4197375 11372 19533 4166470 9693141 -1341100 9229393 877352 <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">During the nine months ended December 31, 2019 we had the following activity related to our sale and leaseback transactions:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 86%"><font style="font-size: 10pt">Proceeds from sales of APEX</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 11%; text-align: right"><font style="font-size: 10pt">9,693,141</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Interest recognized on financial liability</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">877,352</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Payments made for leased equipment</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(1,341,100</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Total financial liability</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">9,229,393</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Other current liabilities [1]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(7,576,800</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Other long-term liabilities</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,652,593</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">[1] Represents lease payments to be made in the next 12 months</p> 903285 3600000 900000 0.005 1000000 12505 7173 333034 -1676735 316093 297033 382000 297033 182425 182708 188094 1.53 2.13 250 381 2.40 2.58 222 268 P11D P1Y2M30D P4M6D P1Y2M30D 241000000 94375333 285618592 10000000 3865500 6727235 94375 6632860 831800 P2Y6M3D P1Y6M3D P5M16D P4M9D 2020861 22500000 200000000 3180000 3380000 1.75 P3Y 1385 831 118397 110097 24630 16397 2500 3500 4000 18797 12897 135691 16000 48000 56794 14897 200000 22500 17294 P2Y4M2D 0.12 133644 1490686 263600 6685970 3555 14667 3619317 6663693 724995 472557 623203 10000 10000 145000 500 36510 7500 142061 480370 156448 7697170 2493678 4815068 13528 18860 3864341 1576685 736051 1983220 2133620 1869905 3564405 2138120 2727008 11275103 4650658 11406417 3897013 5352073 2543328 888177 23575 1876727 863740 731578 1358901 383670 59064 545489 1880 1646893 9920160 6412938 15753691 59333 1711926 9920160 6412938 17465617 23758917 16137945 24618312 1363 -2483 3430 -25096983 -20085947 -33684432 1303458 -1780824 -6059200 51485 18544 11275103 4650658 11406417 133644 1490686 1616 263600 93569 75000 5833 627452 627452 21605104 23644412 28271389 28518660 14758614 698954 5775269 8885798 21214747 21882005 698954 5690380 34992883 7944148 5481874 5096886 4117 7204415 40779 9486 698954 380871 380871 75000 75000 -8445 135729 -95810 -106488 116 16885 -9580 -24589 -44844 -70768 -2655 -2198 4500 4500 8488 1652593 1652593 1000000 1000000 80000000 2256000 626388 150000 285308 35000 -8445 135729 -95810 -106488 4273504 3000000 3000000 4273504 -1 -8588 8589 -1300 1300 2256000 80000 2176000 80000000 5617134 239576 5377558 239575884 553911 1358670 -804759 1358670942 22500 47372 69872 22500000 250000 4274 3000 626388 8589 90000 2232606 2137175 6678360 15000 1118609 <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 11 &#8211; INCOME TAXES</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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. The Company used an effective tax rate of 30% when calculating the deferred tax assets and liabilities and income tax provision below.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net deferred tax assets consist of the following components as of March 31, 2019 and 2018:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Deferred tax assets:</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 62%; padding-left: 10pt; text-align: justify"><font style="font-size: 10pt">NOL carryover</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">2,363,900</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">1,146,200</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 10pt; text-align: justify"><font style="font-size: 10pt">Amortization</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">209,100</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">335,600</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 10pt; text-align: justify"><font style="font-size: 10pt">Contingent Liability</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">49,100</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">45,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 10pt; text-align: justify"><font style="font-size: 10pt">Related party accruals</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">1,500</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Deferred tax liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 10pt; text-align: justify"><font style="font-size: 10pt">Depreciation</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,200</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(2,900</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Valuation allowance</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(2,622,400</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(1,523,900</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total long-term deferred income tax assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended March 31, 2019 and 2018, due to the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%"><font style="font-size: 10pt">Book income (loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">(1,493,400</font></td> <td style="width: 1%"><font style="font-size: 10pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">(4,473,900</font></td> <td style="width: 1%"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Stock for services</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">32,800</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">2,048,200</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Gain on settlement &#8211; derivative and equity derived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">955,900</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Amortization</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(33,100</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">313,200</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Contingent liability</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(45,000</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">45,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Unrealized loss on cryptocurrency</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(31,900</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">40,700</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Meals and entertainment</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">12,400</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">6,200</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Non-cash interest expense</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">315,800</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">5,700</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Depreciation</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(7,200</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(2,800</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Related party accruals</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">1,500</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,500</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Related party accrued payroll</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">174,600</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Gain on bargain purchase</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(291,400</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Loss on value of derivative liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">64,300</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Stock issued for loan fees</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">21,000</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Amortization of prepaid paid for with equity</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">45,100</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Valuation allowance</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,234,500</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,063,300</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total long-term deferred income tax assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">At March 31, 2019, we had net operating loss carryforwards of approximately $7,880,000 that may be offset against future taxable income for the year 2020 through 2039. However, due to the change in ownership provisions of the Tax Reform Act of 1986, the NOL accumulated prior to the April 1, 2017, acquisition can only offset future income of up to $13,837 per year until expired. Should additional changes in ownership occur, net operating loss carryforwards in future years may be further limited.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">No tax benefit from continuing or discontinued operations have been reported in the March 31, 2019, consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We comply with the provisions of FASB ASC 740 in accounting for our 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, we 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. We have determined that we have no significant uncertain tax positions requiring recognition under ASC 740.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. We had no accruals for interest and tax penalties at March 31, 2019 and 2018.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We do not expect the amount of unrecognized tax benefits to materially change within the next 12 months.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We are required to file income tax returns in the U.S. Federal jurisdiction, in New York State, New Jersey, and in Utah. We are no longer subject to income tax examinations by tax authorities for tax years ending before March 31, 2015. During the year ended March 31, 2019 and 2018 we paid income taxes of $70,768 and $24,589, respectively.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 5 &#8211; ACQUISITIONS</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Reverse Acquisition with Wealth Generators</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The transaction was accounted for as a reverse acquisition using the acquisition method of accounting in accordance with ASC Topic 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:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 77%"><font style="font-size: 10pt">Cash</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 20%; text-align: right"><font style="font-size: 10pt">3,550</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Receivables</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">150,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Total assets acquired</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">153,550</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Accounts payable and accrued liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">456,599</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Due to former management</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">127,199</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Debt</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">26,314</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Total liabilities assumed [1]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">610,112</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Net liabilities assumed</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">456,562</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Consideration [2]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">662,047</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Goodwill</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,118,609</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px; text-align: justify">&#160;</td> <td style="width: 24px; text-align: justify"><font style="font-size: 10pt">[1]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">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 (&#8220;Alpha Pro&#8221;), an entity affiliated with the prior members of management, in exchange for Alpha Pro&#8217;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.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[2]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">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.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Acquisition of United Games, LLC and United League, LLC</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock. United Games, LLC and United League, LLC provide distributor marketing back-office and commission tools and online sports gaming experience for users of their applications distributed through their networks of affiliates therefore we expect significant synergies to exist as a result of combining operations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The transaction was accounted for as a business combination using the acquisition method of accounting in accordance with the FASB (ASC Topic 805). The following table summarizes the purchase accounting for the fair value of the assets acquired and liabilities assumed at the date of the acquisition and the gain on bargain purchase which resulted from the fair value of the intangible assets acquired exceeding the fair value of our common stock given as consideration:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 77%"><font style="font-size: 10pt">Cash</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 20%; text-align: right"><font style="font-size: 10pt">3,740</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Receivables</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">361,345</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Intangible assets (see Note 2)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,816,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Total assets acquired</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">2,181,085</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Accounts payable and accrued liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">409,803</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Total liabilities assumed</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">409,803</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Net assets acquired</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">1,771,282</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Consideration [1]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">800,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Gain on bargain purchase</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">971,282</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 72px; text-align: justify">&#160;</td> <td style="width: 24px; text-align: justify"><font style="font-size: 10pt">[1]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">The 50,000,000 shares of our common stock transferred as consideration in accordance with the Purchase Agreement was valued on July 20, 2018, the date of acquisition, based on the weighted equity fair value of $0.016 per share as determined by a third party valuation firm.</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">United Games, LLC and United League, LLC recorded combined revenue of $1,331,542 and a combined net income of $26,059 since the July 20, 2018 acquisition date, which were included in our consolidated statement of operations for the year ended March 31, 2019.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The table below represents the pro forma revenue and net income (loss) for the years ended March 31, 2019 and 2018, assuming the acquisition had occurred on April 1, 2017, pursuant to ASC Subtopic 805-10-50. This pro forma information does not purport to represent what the actual results of our operations would have been had the acquisition occurred on this date nor does it purport to predict the results of operations for future periods:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Year Ended March 31,</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%; text-align: justify"><font style="font-size: 10pt">Revenues</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">27,961,351</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">19,416,537</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Net (loss)</font></td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">(5,288,735</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">(16,371,058</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Loss per common share</font></td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">(0.00</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">(0.01</font></td> <td><font style="font-size: 10pt">)</font></td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table summarizes the purchase accounting for the fair value of the assets acquired and liabilities assumed at the date of the acquisition and the gain on bargain purchase which resulted from the fair value of the intangible assets acquired exceeding the fair value of our common stock given as consideration:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 77%"><font style="font-size: 10pt">Cash</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 20%; text-align: right"><font style="font-size: 10pt">3,740</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Receivables</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">361,345</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Intangible assets (see Note 2)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,816,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Total assets acquired</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">2,181,085</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Accounts payable and accrued liabilities</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">409,803</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Total liabilities assumed</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">409,803</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Net assets acquired</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">1,771,282</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Consideration [1]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">800,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Gain on bargain purchase</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">971,282</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 72px; text-align: justify">&#160;</td> <td style="width: 24px; text-align: justify"><font style="font-size: 10pt">[1]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">The 50,000,000 shares of our common stock transferred as consideration in accordance with the Purchase Agreement was valued on July 20, 2018, the date of acquisition, based on the weighted equity fair value of $0.016 per share as determined by a third party valuation firm.</font></td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following table summarizes the purchase accounting for the fair value of the assets acquired and liabilities assumed at the date of the reverse acquisition:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 77%"><font style="font-size: 10pt">Cash</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 20%; text-align: right"><font style="font-size: 10pt">3,550</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Receivables</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">150,000</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Total assets acquired</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">153,550</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Accounts payable and accrued liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">456,599</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Due to former management</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">127,199</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Debt</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">26,314</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Total liabilities assumed [1]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">610,112</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Net liabilities assumed</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">456,562</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Consideration [2]</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">662,047</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Goodwill</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">1,118,609</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px; text-align: justify">&#160;</td> <td style="width: 24px; text-align: justify"><font style="font-size: 10pt">[1]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">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 (&#8220;Alpha Pro&#8221;), an entity affiliated with the prior members of management, in exchange for Alpha Pro&#8217;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.</font></td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td> <td style="text-align: justify">&#160;</td></tr> <tr style="vertical-align: top"> <td style="text-align: justify">&#160;</td> <td style="text-align: justify"><font style="font-size: 10pt">[2]</font></td> <td style="text-align: justify"><font style="font-size: 10pt">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 $662,047.</font></td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">This pro forma information does not purport to represent what the actual results of our operations would have been had the acquisition occurred on this date nor does it purport to predict the results of operations for future periods:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">Year Ended March 31,</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%; text-align: justify"><font style="font-size: 10pt">Revenues</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">27,961,351</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">19,416,537</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Net (loss)</font></td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">(5,288,735</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">(16,371,058</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Loss per common share</font></td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">(0.00</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td><font style="font-size: 10pt">$</font></td> <td style="text-align: right"><font style="font-size: 10pt">(0.01</font></td> <td><font style="font-size: 10pt">)</font></td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Net deferred tax assets consist of the following components as of March 31, 2019 and 2018:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify"><font style="font-size: 10pt">Deferred tax assets:</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="width: 62%; padding-left: 10pt; text-align: justify"><font style="font-size: 10pt">NOL carryover</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">2,363,900</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">1,146,200</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 10pt; text-align: justify"><font style="font-size: 10pt">Amortization</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">209,100</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">335,600</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-left: 10pt; text-align: justify"><font style="font-size: 10pt">Contingent Liability</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">49,100</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">45,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 10pt; text-align: justify"><font style="font-size: 10pt">Related party accruals</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">1,500</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify"><font style="font-size: 10pt">Deferred tax liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-left: 10pt; text-align: justify"><font style="font-size: 10pt">Depreciation</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,200</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(2,900</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Valuation allowance</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(2,622,400</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">(1,523,900</font></td> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt; text-align: justify"><font style="font-size: 10pt">Total long-term deferred income tax assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended March 31, 2019 and 2018, due to the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td>&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2019</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt">2018</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%"><font style="font-size: 10pt">Book income (loss)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">(1,493,400</font></td> <td style="width: 1%"><font style="font-size: 10pt">)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 16%; text-align: right"><font style="font-size: 10pt">(4,473,900</font></td> <td style="width: 1%"><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Stock for services</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">32,800</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">2,048,200</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Gain on settlement &#8211; derivative and equity derived</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">955,900</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Amortization</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(33,100</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">313,200</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Contingent liability</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(45,000</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">45,000</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Unrealized loss on cryptocurrency</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(31,900</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">40,700</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Meals and entertainment</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">12,400</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">6,200</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Non-cash interest expense</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">315,800</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">5,700</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Depreciation</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(7,200</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(2,800</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Related party accruals</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">1,500</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(1,500</font></td> <td><font style="font-size: 10pt">)</font></td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Related party accrued payroll</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">174,600</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Gain on bargain purchase</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">(291,400</font></td> <td><font style="font-size: 10pt">)</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Loss on value of derivative liabilities</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">64,300</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td><font style="font-size: 10pt">Stock issued for loan fees</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">21,000</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td><font style="font-size: 10pt">Amortization of prepaid paid for with equity</font></td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">45,100</font></td> <td>&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right"><font style="font-size: 10pt">-</font></td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 1.5pt"><font style="font-size: 10pt">Valuation allowance</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,234,500</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid">&#160;</td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">1,063,300</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 2.5pt"><font style="font-size: 10pt">Total long-term deferred income tax assets</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">-</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Concentration of Credit Risk</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Financial instruments that potentially expose us to concentration of credit risk include cash, accounts receivable, and advances. We place our cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit of $250,000. As of March 31, 2019 and 2018, cash balances that exceeded FDIC limits were $0 and $1,095,329, respectively, and we have not experienced significant losses relating to these concentrations in the past.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Cash and Cash Equivalents</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">For purposes of reporting cash flows, we consider all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. As of March 31, 2019 and 2018, we had no cash equivalents.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Receivables</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Receivables are carried at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual receivables and receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. We had no allowance for doubtful accounts as of March 31, 2019 and 2018.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Advertising, Selling, and Marketing Costs</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We expense advertising, selling, and marketing costs as incurred. Advertising, selling, and marketing costs include costs of promoting our product worldwide, including promotional events. Advertising, selling, and marketing expenses for the years ended March 31, 2019 and 2018, totaled $878,936 and $454,225, respectively.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>Income Taxes</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">We have adopted ASC Subtopic 740-10, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities 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.</p> 250000 0 1095329 480370 142061 454225 878936 1331542 3550 3740 150000 361345 1816000 153550 2181085 456599 409803 127199 26314 610112 409803 482588 1771282 456562 662047 800000 662047 1118609 24914348 150465339 0.0044 19416537 27961351 -16371058 -5288735 -0.01 0.00 41500 0.03 5049 3000 4649 4372 3498 2332 4500 P5Y 69871 22500000 6846060 2133620 239575884 435892 2348606 20696 38557 3186394 413012 1358670942 5000000 250000 15000 269274 251 8589 5000 150000 90000 6500 20000 0.30 7880000 13837 2363900 1146200 209100 335600 49100 45000 1500 1200 2900 2622400 1523900 -4473900 -1493400 2048200 32800 955900 313200 -33100 45000 -45000 40700 -31900 6200 12400 5700 315800 -2800 -7200 -1500 1500 174600 -291400 64300 21000 45100 1063300 1234500 P3Y -8587449 -14913016 -14931560 -5011036 18544 32941 -1010697 -4978095 -452363 -3827928 -3827928 -479976 27613 -3005955 -1375113 -16224 -3005955 -1391337 -1753566 849791 -16788 -1753566 833003 -5399 32941 27613 200000 0.016 Future taxable income for the year 2020 through 2039. 338150 false Represents lease payments to be made in the next 12 months We periodically receive advances for operating funds from our current majority shareholders and other related parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand and are unsecured. During the nine months ended December 31, 2019, we received $1,164,500 in cash proceeds from advances, incurred $714,999 in interest expense on the advances, and repaid related parties $1,649,500. Also during the nine months ended December 31, 2019 we settled $1,880 of amounts that were recorded as due prior to March 31, 2018. A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000 which was recorded as interest expense in the statement of operations during the year ended March 31, 2019. During the nine months ended December 31, 2019 we made repayments of $105,000 on the note. We entered into a $3,600,000 convertible promissory note with a member of the senior management team on July 23, 2019. We received proceeds of $1,000,000 from the note, including $900,000 in cash and $100,000 which offset amounts owing to the lender. In accordance with the terms of the note we are required to repay a monthly minimum payment of $50,000 beginning January of 2020 through June of 2020 and a monthly minimum payment of $100,000 beginning July of 2020 until the total principal amount has been repaid. The lender has the right to convert up to $2,600,000 of the outstanding and unpaid principal amount into shares of our common stock at a conversion price of $0.005 per share, subject to adjustment. During the nine months ended December 31, 2019 we recorded a beneficial conversion feature of $1,000,000 as a debt discount (see Note 8). Additionally, we recorded $2,600,000 as a debt discount, representing the difference between the face value of the note and the proceeds received. During the nine months ended December 31, 2019 we amortized $903,285 of the debt discount into interest expense. During the nine months ended December 31, 2019 we entered into an employment agreement with Jayme McWidener as our Chief Financial Officer. At the date we entered into the employment agreement we owed her firm, Mac Accounting Group, LLP, $75,000, which was reclassified as a related party accounts payable balance on our balance sheet. In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured. During the nine months ended December 31, 2019 we made payments of $10,000 During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense. During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we were required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense. Effective August 16, 2019 this debt was refinanced and the outstanding balance of $316,093 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $451,886 and amortized $126,292 into interest expense. During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense. Effective August 16, 2019 this debt was refinanced and the outstanding balance of $297,033 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $413,580 and amortized $241,823 into interest expense. During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense. Effective August 16, 2019 this debt was refinanced and the outstanding balance of $382,000 was rolled into a new debt arrangement, see notation [11] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $509,840 and amortized $294,780 into interest expense. In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. During the nine months ended December 31, 2019, we repaid $60,000 of the amount due under the note. During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense. During the nine months ended December 31, 2019, we repaid $40,500 and amortized $14,850 into interest expense. In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of April 11, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448. During the nine months ended December 31, 2019, we amortized $114,848 into interest expense, recorded additional interest expense on the note of $40,977 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,425. In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurred interest at 12% per annum, and had a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the "Returnable Shares") to the note holder as a commitment fee, provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note had a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172. During the nine months ended December 31, 2019, we amortized $197,486 into interest expense, recorded additional interest expense on the note of $11,136, and paid off the note and accrued interest for $285,308. In accordance with the terms of the agreement the 22,500,000 Returnable Shares were returned and cancelled (see Note 8). In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of June 14, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726. During the nine months ended December 31, 2019, we amortized $133,168 into interest expense, recorded additional interest expense on the note of $43,983 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,708. During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On August 15, 2019, we received proceeds from this arrangement of $339,270 after paying off $316,093 from a February 2018 agreement (see notation [2] above) and $297,033 from a second February 2019 agreement (see notation [3] above). In accordance with the terms of the agreement, we were required to repay $1,399,000 by making daily ACH payments of $6,823. Accordingly, we recorded $446,604 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Effective December 10, 2019 this debt was refinanced and the outstanding balance of $839,514 was rolled into a new Secured Merchant Agreement for future receivables. During the nine months ended December 31, 2019, prior to the refinance, we repaid $559,486 and amortized $446,605 into interest expense related to the August 2019 arrangement. As a result of the refinancing arrangement we received proceeds of $854,801. In accordance with the terms of the agreement, we were required to repay $2,448,250 by making daily ACH payments of $10,999. Accordingly, we recorded $753,935 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, after the refinance, we repaid $153,986 and amortized $54,094 into interest expense related to the new December 2019 arrangement. During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. In August 2019, we received proceeds from this arrangement of $418,381 after paying off $382,000 from a October 2018 agreement (see notation [4] above). In accordance with the terms of the agreement, we were required to repay $1,189,150 by making daily ACH payments of $5,801. Accordingly, we recorded $388,769 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, we repaid $533,750 and amortized $187,747 into interest expense. In August 2019, we entered into a Convertible Promissory Note and received proceeds of $100,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of November 28, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $103,000 and captured loan fees, recorded as interest expense, of $69,048. During the nine months ended December 31, 2019, we amortized $27,783 into interest expense, and recorded additional interest expense on the note of $4,165. In September 2019, we entered into a Convertible Promissory Note and received proceeds of $125,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of December 10, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $128,000 and captured loan fees, recorded as interest expense, of $53,573. During the nine months ended December 31, 2019, we amortized $31,158 into interest expense, and recorded additional interest expense on the note of $4,671. 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. 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 50,000,000 shares of our common stock transferred as consideration in accordance with the Purchase Agreement was valued on July 20, 2018, the date of acquisition, based on the weighted equity fair value of $0.016 per share as determined by a third party valuation firm. 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 set interest rates associated with them, and are unsecured. During the year ended March 31, 2019, we received $1,805,777 in cash proceeds from advances, incurred $15,000 in interest, and repaid related parties a total of $1,382,168. A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000, which was recorded as interest expense in the statement of operations during the year ended March 31, 2019. 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 year ended March 31, 2019, we repaid $195,245. In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured. During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense. During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we are required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense. During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense. During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense. In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. Subsequent to January 16, 2019, we repaid $60,000 of the amount due under the note. During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense. In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of April 11, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448. In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurs interest at 12% per annum, and has a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the "Returnable Shares") to the note holder as a commitment fee (see Note 9), provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172. In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of June 14, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726. EX-101.SCH 9 invu-20191231.xsd XBRL SCHEMA FILE 00000001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - Condensed Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - Condensed Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - Condensed Consolidated Statements of Operations and Other Comprehensive Income link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - Condensed Consolidated Statements of Stockholders' Equity (Deficit) link:presentationLink link:calculationLink link:definitionLink 00000006 - Statement - Condensed Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 00000007 - Disclosure - Organization and Nature of Business link:presentationLink link:calculationLink link:definitionLink 00000008 - Disclosure - Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - Recent Accounting Pronouncements link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - Going Concern and Liquidity link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - Acquisitions link:presentationLink link:calculationLink link:definitionLink 00000012 - Disclosure - Related-Party Transactions link:presentationLink link:calculationLink link:definitionLink 00000013 - Disclosure - Debt link:presentationLink link:calculationLink link:definitionLink 00000014 - Disclosure - Derivative Liability link:presentationLink link:calculationLink link:definitionLink 00000015 - Disclosure - Stockholders' Equity (Deficit) link:presentationLink link:calculationLink link:definitionLink 00000016 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 00000017 - Disclosure - Operating Lease link:presentationLink link:calculationLink link:definitionLink 00000018 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 00000019 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 00000020 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 00000021 - Disclosure - Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 00000022 - Disclosure - Acquisitions (Tables) link:presentationLink link:calculationLink link:definitionLink 00000023 - Disclosure - Related-Party Transactions (Tables) link:presentationLink link:calculationLink link:definitionLink 00000024 - Disclosure - Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 00000025 - Disclosure - Derivative Liability (Tables) link:presentationLink link:calculationLink link:definitionLink 00000026 - Disclosure - Stockholders' Equity (Deficit) (Tables) link:presentationLink link:calculationLink link:definitionLink 00000027 - Disclosure - Operating Lease (Tables) link:presentationLink link:calculationLink link:definitionLink 00000028 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 00000029 - Disclosure - Organization and Nature of Business (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000030 - Disclosure - Organization and Nature of Business (Details Narrative) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000031 - Disclosure - Summary of Significant Accounting Policies (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000032 - Disclosure - Summary of Significant Accounting Policies (Details Narrative) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000033 - Disclosure - Summary of Significant Accounting Policies - Schedule of Exchange Rates (Details) link:presentationLink link:calculationLink link:definitionLink 00000034 - Disclosure - Summary of Significant Accounting Policies - Schedule of Fixed Assets (Details) link:presentationLink link:calculationLink link:definitionLink 00000035 - Disclosure - Summary of Significant Accounting Policies - Schedule of Long-Lived Assets (Details) link:presentationLink link:calculationLink link:definitionLink 00000036 - Disclosure - Summary of Significant Accounting Policies - Schedule of Amortization Expense (Details) link:presentationLink link:calculationLink link:definitionLink 00000037 - Disclosure - Summary of Significant Accounting Policies - Schedule of Amortization Expense (Details) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000038 - Disclosure - Summary of Significant Accounting Policies - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) link:presentationLink link:calculationLink link:definitionLink 00000039 - Disclosure - Summary of Significant Accounting Policies - Schedule of Sale and Leaseback Transactions (Details) link:presentationLink link:calculationLink link:definitionLink 00000040 - Disclosure - Summary of Significant Accounting Policies - Schedule of Revenue Generated (Details) link:presentationLink link:calculationLink link:definitionLink 00000041 - Disclosure - Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) link:presentationLink link:calculationLink link:definitionLink 00000042 - Disclosure - Going Concern and Liquidity (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000043 - Disclosure - Going Concern and Liquidity (Details Narrative) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000044 - Disclosure - Acquisitions (Details Narrative) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000045 - Disclosure - Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000046 - Disclosure - Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (10-K) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000047 - Disclosure - Acquisitions - Schedule of Business Acquisition, Pro Forma Information (Details) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000048 - Disclosure - Related Party Transactions (Details Narrative) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000049 - Disclosure - Related-Party Transactions - Schedule of Related Party Payables (Details) link:presentationLink link:calculationLink link:definitionLink 00000050 - Disclosure - Related-Party Transactions - Schedule of Related Party Payables (Details) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000051 - Disclosure - Related Party Transactions - Schedule of Related Party Payables (Details) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000052 - Disclosure - Related Party Transactions - Schedule of Related Party Payables (Details) (10-K) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000053 - Disclosure - Debt (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000054 - Disclosure - Debt - (Details Narrative) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000055 - Disclosure - Debt - Schedule of Debt (Details) link:presentationLink link:calculationLink link:definitionLink 00000056 - Disclosure - Debt - Schedule of Debt (Details) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000057 - Disclosure - Debt - Schedule of Debt (Details) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000058 - Disclosure - Debt - Schedule of Debt (Details) (10-K) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000059 - Disclosure - Derivative Liability - Schedule of Derivative Liability (Details) link:presentationLink link:calculationLink link:definitionLink 00000060 - Disclosure - Derivative Liability - Schedule of Assumptions Used in Binominal Option Pricing Model (Details) link:presentationLink link:calculationLink link:definitionLink 00000061 - Disclosure - Stockholders' Equity (Deficit) (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000062 - Disclosure - Stockholders' Equity (Details Narrative) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000063 - Disclosure - Stockholders' Equity (Deficit) - Summary of Changes in Employee Stock Options Outstanding and the Related Prices (Details) link:presentationLink link:calculationLink link:definitionLink 00000064 - Disclosure - Stockholders' Equity (Deficit) - Summary of Warrants Outstanding and Related Prices (Details) link:presentationLink link:calculationLink link:definitionLink 00000065 - Disclosure - Stockholders' Equity (Deficit) - Summary of Warrants Issued (Details) link:presentationLink link:calculationLink link:definitionLink 00000066 - Disclosure - Commitments and Contingencies (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000067 - Disclosure - Commitments and Contingencies (Details Narrative) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000068 - Disclosure - Operating Lease (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000069 - Disclosure - Operating Lease - Schedule of Future Minimum Lease Payments Under Non-cancellable Leases (Details) link:presentationLink link:calculationLink link:definitionLink 00000070 - Disclosure - Income Taxes (Details Narrative) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000071 - Disclosure - Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000072 - Disclosure - Income Taxes - Schedule of Provision for Income Tax (Details) (10-K) link:presentationLink link:calculationLink link:definitionLink 00000073 - Disclosure - Subsequent Events (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000074 - Disclosure - Subsequent Events (Details Narrative) (10-K) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 10 invu-20191231_cal.xml XBRL CALCULATION FILE EX-101.DEF 11 invu-20191231_def.xml XBRL DEFINITION FILE EX-101.LAB 12 invu-20191231_lab.xml XBRL LABEL FILE Equity Components [Axis] Common Stock [Member] Additional Paid-In Capital [Member] Treasury Stock [Member] Accumulated Other Comprehensive Income [Member] Accumulated Deficit [Member] Noncontrolling Interest [Member] Business Acquisition [Axis] Wealth Generators [Member] Acquisition of United Games, LLC and United League, LLC [Member] Type of Arrangement and Non-arrangement Transactions [Axis] Contribution Agreement [Member] Wealth Generators, LLC [Member] Acquisition Agreement [Member] Legal Entity [Axis] Market Trend Strategies, LLC [Member] Purchase Agreement [Member] United Games Marketing, LLC [Member] Finite-Lived Intangible Assets by Major Class [Axis] Long-Term License Agreement [Member] Property, Plant and Equipment, Type [Axis] Furniture, Fixtures, and Equipment [Member] Computer Equipment [Member] Award Type [Axis] Euro to USD [Member] Colombian Peso to USD [Member] FireFan Mobile Application [Member] Back Office Software [Member] Tradename/trademark - FireFan [Member] Tradename/trademark - United Games [Member] Customer Contracts/relationships [Member] Product and Service [Axis] Subscription Revenue [Member] Equipment Sales [Member] Cryptocurrency Mining Revenue [Member] Antidilutive Securities [Axis] Convertible Notes Payable [Member] Options to Purchase Common Stock [Member] Warrants to Purchase Common Stock [Member] Notes Convertible into Common Stock [Member] Fair Value Hierarchy and NAV [Axis] Level 1 [Member] Level 2 [Member] Level 3 [Member] United Games, LLC and United League, LLC [Member] Assignment and Assumption Agreement [Member] Alpha Pro Asset Management Group [Member] Title of Individual [Axis] Chief Executive Officer [Member] Debt Instrument [Axis] Short-term Promissory Note [Member] Revenue Share Agreement Entered into on 6/28/2016 [Member] Short-term Advance Received on 8/31/18 [Member] Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 [Member] Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 [Member] Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 [Member] Promissory Note Entered into on 1/16/19 [Member] Secured Merchant Agreement for Future Receivables Entered into on 3/28/19 [Member] Convertible Promissory Note [Member] Convertible promissory note entered into on 1/11/19 [Member] Convertible promissory note entered into on 2/6/19 [Member] Convertible Promissory Note Entered into on 3/14/19 [Member] Lender [Member] Secured Merchant Agreement [Member] New Secured Merchant Agreement [Member] Payments of First 30 Days [Member] Payments Thereafter [Member] New Secured Merchant Agreement One [Member] New Secured Merchant Agreement Two [Member] Secured Merchant Agreement One [Member] New Secured Merchant Agreement Three [Member] Secured Merchant Agreement Two [Member] Second Secured Merchant Agreement [Member] Secured Merchant Agreement and Second Secured Merchant Agreement [Member] Financing Arrangement [Member] Convertible Promissory Note One [Member] Convertible Promissory Note Two [Member] Measurement Input Type [Axis] Expected Life in Years [Member] Statistical Measurement [Axis] Minimum [Member] Maximum [Member] Third Party Agreement [Member] Common Stock Purchase Agreement [Member] One-year Consulting Agreement [Member] 15-year Lisence Agreement [Member] Consulting and Service Agreements [Member] Equity Distribution Agreement [Member] Nonqualified Plan [Member] Qualified Plan [Member] Employees [Member] Settlement Agreement [Member] CFTC [Member] Kuvera, LLC [Member] Fibernet Corp [Member] Kuvera LATAM S.A.S [Member] Convertible promissory note entered into on 8/30/19 [Member] Convertible Promissory Note Entered into on 9/11/19 [Member] Secured Merchant Agreement Three [Member] Risk Free Interest Rate [Member] Expected Volatility [Member] License Agreement [Member] Fee Revenue [Member] Data Processing Equipment [Member] Sale and Leaseback [Member] Related Party Transaction [Axis] Majority Shareholders and Other Related Parties [Member] Senior Management Team [Member] Concentration Risk Benchmark [Axis] Lender [Member] Award Date [Axis] January of 2020 Through June of 2020 [Member] July of 2020 [Member] Extinguishment of Debt [Axis] Short-term Debt [Member] Short-term Debt One [Member] Short-term Debt Two [Member] Secured Merchant Agreement for Future Receivables Entered into on 8/16/19 and Refinanced on 12/10/19 [Member] Secured Merchant Agreement for Future Receivables Entered into on 8/16/19 [Member] Secured Merchant Agreement Four [Member] ACH Payments [Member] Secured Merchant Agreement Five [Member] Convertible Promissory Note Four Member] Convertible Promissory Notes Three [Member] Joint Venture Agreement [Member] Geographic Distribution [Axis] Eatontown New Jersey and Kaysville Utah [Member] Lease Arrangement, Type [Axis] Kaysville Lease [Member] Eatontown New Jersey [Member] Mining Revenue [Member] Mac Accounting Group, LLP [Member] Employment Agreement [Member] Convertible Note [Member] August 2019 Arrangement [Member] New December 2019 Arrangement [Member] Subsequent Event Type [Axis] Subsequent Event [Member] Derivative Instrument [Member] Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 One [Member] Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 Two [Member] Secured Merchant Agreement for Future Receivables Entered into on 3/28/19 Three [Member] Convertible Promissory Note Entered into on 1/11/19 [Member] Convertible Promissory Note Entered into on 2/6/19 [Member] Convertible Promissory Note Entered into on 3/14/19 [Member] June 2019 [Member] Short-term Debt, Type [Axis] Short-term Promissory Note One [Member] Short-term Promissory Note Two [Member] Office Lease Agreement [Member] Months One Through Six [Member] Months Six Through 12 [Member] Months 13 Through 36 [Member] Triton Funds LP [Member] Common Stock [Member] Preferred Stock [Member] Cover [Abstract] Entity Registrant Name Entity Central Index Key Document Type Amendment Flag Entity Filer Category Entity Small Business Flag Entity Emerging Growth Company Statement of Financial Position [Abstract] ASSETS Current assets: Cash and cash equivalents Prepaid assets Receivables Short-term advances Short-term advances - related party Other current assets Total current assets Fixed assets, net Other assets: Intangible assets, net Long term license agreement, net Operating lease right-of-use asset Deposits Total other assets Total assets LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable and accrued liabilities Payroll liabilities Customer advance Deferred revenue Derivative liability Operating lease liability, current Other current liabilities Related party payables, net of discounts Debt, net of discounts Total current liabilities Operating lease liability, long term Other long term liabilities, net Total long term liabilities Total liabilities Commitments and contingencies Stockholders' equity (deficit): Preferred stock, par value: $0.001; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2019, March 31, 2019 and 2018 Common stock, par value $0.001; 10,000,000,000 shares authorized; 3,003,490,408, 2,640,161,318 and 2,169,661,318 shares issued and outstanding as of December 31, 2019, March 31, 2019 and 2018 respectively Additional paid in capital Accumulated other comprehensive income (loss) Accumulated deficit Total Investview stockholders' equity (deficit) Noncontrolling interest Total stockholders' equity (deficit) Total liabilities and stockholders' equity (deficit) Preferred stock, par value Preferred stock, shares authorized Preferred stock, shares issued Preferred stock, shares outstanding Common stock, par value Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Statement [Table] Statement [Line Items] Revenue: Total revenue, net Operating costs and expenses: Cost of sales and service Commissions Selling and marketing Salary and related Professional fees General and administrative Total operating costs and expenses Net loss from operations Other income (expense): Gain (loss) on debt extinguishment Gain (loss) on fair value of derivative liability Loss on spin-off of operations Gain (loss) on bargain purchase Gain (loss) on deconsolidation Realized gain (loss) on cryptocurrency Unrealized gain (loss) on cryptocurrency Impairment expense Interest expense Interest expense, related parties Other income (expense) Total other income (expense) Income (loss) before income taxes Income tax expense Net income (loss) Less: net income (loss) attributable to the noncontrolling interest Net income (loss) attributable to Investview stockholders Income (loss) per common share, basic and diluted Weighted average number of common shares outstanding, basic and diluted Other comprehensive income, net of tax: Foreign currency translation adjustments Total other comprehensive income Comprehensive income (loss) Less: comprehensive income attributable to the noncontrolling interest Comprehensive income (loss) attributable to Investview shareholders Balance Balance, shares Foreign currency translation adjustment Common stock issued for acquisition Common stock issued for acquisition, shares Common stock issued for services and compensation Common stock issued for services and compensation, shares Common stock repurchase Common stock repurchase, shares Common stock issued as commitment fees Common stock issued as commitment fees, shares Common stock issued for cash Common stock issued for cash, shares Common stock issued for license agreement Common stock issued for license agreement, shares Common stock issued for services Common stock issued for services, shares Common stock issued in settlement of debt Common stock issued in settlement of debt, shares Wealth Generators reverse acquisition Wealth Generators reverse acquisition, shares Offering costs Offering costs, shares Deconsolidation of Kuvera LATAM Common stock cancelled Common stock cancelled, shares Cancellation of treasury stock Cancellation of treasury stock, shares Beneficial conversion feature Net income (loss) Balance Balance, shares Statement of Cash Flows [Abstract] CASH FLOWS FROM OPERATING ACTIVITIES: Net loss Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation Amortization of debt discount Amortization of long-term license agreement Amortization of intangible assets Stock issued for services and compensation Loan fees on new borrowings Loss on spin-off of operations Lease cost, net of repayment Impairment (Gain) loss on bargain purchase (Gain) loss on deconsolidation (Gain) loss on debt extinguishment (Gain) loss on fair value of derivative liability Realized (gain) loss on cryptocurrency Unrealized (gain) loss on cryptocurrency Changes in operating assets and liabilities: Receivables Prepaid assets Short-term advances Short-term advances from related parties Other current assets Deposits Accounts payable and accrued liabilities Payroll liabilities Customer advance Deferred revenue Other liabilities Accrued interest Accrued interest, related parties Net cash provided by (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Cash received in acquisition Cash paid for fixed assets Net cash provided by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from related parties Repayments for related party payables Proceeds from debt Repayments for debt Payments for share repurchase Proceeds from the sale of stock Payments for offering costs Net cash provided by (used in) financing activities Effect of exchange rate translation on cash Net increase (decrease) in cash and cash equivalents Cash and cash equivalents-beginning of period Cash and cash equivalents-end of period SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest Income taxes Non cash investing and financing activities: Common stock issued for acquisition Common stock issued in settlement of related party payables Common stock issued in settlement of debt Common stock issued for prepaid services and long term license agreement Beneficial conversion feature Stock issued for prepaid services Cancellation of shares Cancellation of treasury shares Changes in equity for offering costs accrued Liability for offering costs Shares issued for offering costs Price protection guarantee Accounts payable reclassified to related party debt Derivative liability recorded as a debt discount Recognition of lease liability and ROU asset at lease commencement Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization and Nature of Business Accounting Policies [Abstract] Summary of Significant Accounting Policies Accounting Changes and Error Corrections [Abstract] Recent Accounting Pronouncements Going Concern and Liquidity Business Combinations [Abstract] Acquisitions Related Party Transactions [Abstract] Related-Party Transactions Debt Disclosure [Abstract] Debt Derivative Instruments and Hedging Activities Disclosure [Abstract] Derivative Liability Equity [Abstract] Stockholders' Equity (Deficit) Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Leases [Abstract] Operating Lease Income Tax Disclosure [Abstract] Income Taxes Subsequent Events [Abstract] Subsequent Events Basis of Presentation Principles of Consolidation Financial Statement Reclassification Use of Estimates Foreign Exchange Concentration of Credit Risk Cash and Cash Equivalents Receivables Cryptocurrencies Fixed Assets Long-lived Assets - Intangible Assets & License Agreement Impairment of Long-lived Assets Fair Value of Financial Instruments Sale and Leaseback Revenue Recognition Advertising, Selling, and Marketing Costs Income Taxes Net Income (Loss) Per Share Lease Obligation Schedule of Exchange Rates Schedule of Fixed Assets Schedule of Long-Lived Assets Schedule of Amortization Expense Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis Schedule of Sale and Leaseback Transactions Schedule of Revenue Generated Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Schedule of Business Acquisition, Pro Forma Information Schedule of Related Party Payables Schedule of Debt Schedule of Derivative Liability Schedule of Assumptions Used in Binominal Option Pricing Model Summary of Changes in Employee Stock Options Outstanding and the Related Prices Summary of Warrants Outstanding and Related Prices Summary of Warrants Issued Schedule of Future Minimum Lease Payments Under Non-cancellable Leases Schedule of Deferred Tax Assets and Liabilities Schedule of Provision for Income Tax Collaborative Arrangement and Arrangement Other than Collaborative [Axis] Entity incorporation, date of incorporation Percentage on contributed shares Number of shares exchanged for common stock Value pre-merger liabilities Number of shares purchased Gain on deconsolidation Other assets current Realized (gain) loss on cryptocurrency Unrealized (gain) loss on cryptocurrency Depreciation expense Number of shares issued during period Value of shares issued during period Agreement term Annual amortization on intangible assets Amortization Long-term license agreement Cash, FDIC Insured Amount Cash balances exceeded FDIC limits Cash equivalents Allowance for doubtful accounts Fair value of cryptocurrencies Unrealized (gain) loss on cryptocurrency Fixed assets, net of accumulated depreciation Number of shares issued during period Value of shares issued during period Advertising, selling, and marketing expenses Exchange Rate at Balance Sheet Dates Exchange Rate for Operating Periods Estimated useful lives of fixed assets Property, plant and equipment, gross Accumulated amortization Net book value Estimated useful life Long-lived intangible assets Accumulated amortization Net book value Remainder of 2020 Fiscal year ending March 31, 2021 Fiscal year ending March 31, 2022 Fiscal year ending March 31, 2023 Fiscal year ending March 31, 2024 Fiscal year ending March 31, 2025 and beyond Total Fiscal year ending March 31, 2020 Fiscal year ending March 31, 2024 and beyond Cryptocurrencies Total Assets Derivative liability Total Liabilities Proceeds from sales of APEX Interest recognized on financial liability Payments made for leased equipment Total financial liability Other current liabilities Other long-term liabilities Gross billings/receipts Refunds, incentives, credits, and chargebacks Amounts paid to supplier Net revenue Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Accumulated deficit Net loss Cash Working capital deficit Proceeds from the sale of stock Net cash provided by operation Net cash used in operations Proceeds from lending arrangements Proceeds from new lending arrangements Common stock issued for acquisition Combined revenue Net income (loss) Cash Receivables Intangible assets Total assets acquired Accounts payable and accrued liabilities Due to former management Debt Total liabilities assumed Net assets acquired Net liabilities assumed Consideration Goodwill Gain on bargain purchase Number of common stock issued for the reversed acquisition Acquisition of business liabilities assumed Fair value of consideration outstanding shares transferred Business acquisition, price per shares Consideration value Fair value of weighted equity price per shares Revenues Net (loss) Loss per common share Proceeds from sale of equipment Short-term advances Short-term Promissory Note entered into on 8/17/18 Convertible Promissory Note entered into on 7/23/19 Accounts payable - related party Total related party payable Interest incurred Repayments for related party debt Settlement of debt Short-term promissory note advance funds Debt instrument due date Convertible promissory note Proceeds from convertible debt Cash Due to related party Debt conversion, converted instrument, amount Debt instrument, convertible, conversion price Debt instrument, convertible, beneficial conversion feature Debt discount, unamortized Accounts payable related party Short-term promissory note entered into on 8/17/18 Proceeds from short-term debt Proceeds from convertible promissory note Interest expense Cash payment Debt discount Interest expense amortized Prepayment penalties Debt Repayment of short-term debt Cash receipts Repayments for debt Debt instrument interest percentage Transferring of amount owed Debt periodic payment Debt outstanding balance Proceeds form convertible promissory note Loan fees Debt maturity date Conversion of lowest trading percentage Conversion of lowest trading days Interest expenses Issuance of common stock returnable shares as commitment fee Common stock value Accrued interest Royalty percentage Repayment to bank Derivative liability, beginning balance Derivative liability recorded on new instruments Derivative liability reduced by debt settlement Change in fair value Derivative liability, ending balance Fair value measurements valuation techniques, percent Fair value measurements valuation techniques, term Number of shares issued during period, value Common stock average closing price Accounts payable and accrued liabilities Increase in additional paid-in capital Number of shares issued for employees for services and compensation, shares Number of shares issued for employees for services and compensation Remaining common stock issued to employees compensation Number of common stock repurchased, shares Number of common stock repurchased Number of common stock cancelled, shares Reduction of common stock, value Reduction of additional paid on capital Reduction of prepaid assets Beneficial conversion feature Number of shares authorized Shares granted in period Stock based compensation expense Stock issued to an employee for compensation Stock issued to an employee for compensation, values Forfeiture period Decrease in additional paid-in capital Stock issued as commitment fee in conjunction with debt arrangement, value Stock issued as commitment fee in conjunction with debt arrangement Stock repurchased during period Stock repurchased during period, value Expenses for issuance of shares for services and license agreement Long-term license agreement Stock issued in settlement of debt Extinguishment of debt related to accrued liabilities amount Extinguishment of debt related to principal amount Extinguishment of debt related to accrued interest amount Extinguishment of debt related to derivative liabilities amount Loss on settlement of debt Gain on settlement of debt Stock issued for reverse acquisition Maximum cash advance in exchange of common stock Future commitment fees Due diligence costs Decrease in additional paid-in capital to offset any proceeds from future equity transactions Cancellation of stock, shares Decrease in common stock Decrease in treasury stock Shares authorized Number of Options Outstanding, Beginning Number of Options Outstanding, Granted Number of Options Outstanding, Exercised Number of Options Outstanding, Cancelled/expired Number of Options Outstanding, Outstanding, Ending Number of Options, Exercisable Weighted Average Exercise Price Outstanding, Beginning Weighted Average Exercise Price Outstanding, Granted Weighted Average Exercise Price Outstanding, Exercised Weighted Average Exercise Price Outstanding, Cancelled/expired Weighted Average Exercise Price Outstanding, Ending Weighted Average Exercise Price, Exercisable Weighted Average Remaining Contractual Life Outstanding, Beginning Weighted Average Remaining Contractual Life Outstanding, Ending Weighted Average Remaining Contractual Life, Exercisable Aggregate Intrinsic Value Outstanding, Beginning Aggregate Intrinsic Value Outstanding, Ending Aggregate Intrinsic Value, Exercisable Warrants Outstanding, Exercise Price Warrants Outstanding, Number Outstanding Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) Warrants Outstanding, Weighted Average Exercise Price Warrants Exercisable, Number Exercisable Warrants Exercisable, Weighted Average Exercise Price Number of Warrants Outstanding, Beginning Number of Warrants Granted/restated Number of Warrants Canceled Number of Warrants Expired Number of Warrants Outstanding, Ending Weighted Average Exercise Price Outstanding, Beginning Weighted Average Exercise Price Granted Weighted Average Exercise Price Canceled Weighted Average Exercise Price Expired Weighted Average Exercise Price Outstanding, Ending Loss contingency amount Settlement amount Donation to charity Loss contingency fine amount Wages claim amount Damages seeking value Area of land Operating lease terms Variable lease costs Operating lease liabilities Operating lease expense Operating cash flow lease for operating leases Operating lease weighted average remaining lease term Operating lease weighted average discount rate Remainder of 2020 2021 2022 2023 Total Less: Interest Present value of lease liability Operating lease liability, current Effective income tax rate Net operating loss carryforwards Future taxable income term description Acquisition offset future income Tax benefit from continuing or discontinued operations Unrecognized tax benefits, income tax penalties and interest accrued Deferred tax assets, NOL carryover Deferred tax assets, Amortization Deferred tax assets, Contingent Liability Deferred tax assets, Related party accruals Deferred tax liabilities, Depreciation Deferred tax liabilities. Valuation allowance Total long-term deferred income tax assets Book income (loss) Stock for services Gain on settlement - derivative and equity derived Amortization Contingent liability Unrealized loss on cryptocurrency Meals and entertainment Non-cash interest expense Depreciation Related party accruals Related party accrued payroll Gain on bargain purchase Loss on value of derivative liabilities Stock issued for loan fees Amortization of prepaid paid for with equity Valuation allowance Total long-term deferred income tax assets Proceeds from related party Number of common stock shares issued for services Proceeds from short-term promissory notes Lease agreement, term Lease monthly rent amount Represents the monetary amount of short term advances, as of the indicated date. Represents the monetary amount of Commissions, during the indicated time period. Realized gain (loss) on cryptocurrency. Unrealized gain (loss) on cryptocurrency. Offering costs. Cryptocurrencies [Policy Text Block] Summary of Warrants Outstanding and Related Prices [Table Text Block] Wealth Generators [Member] Acquisition of United Games, LLC and United League, LLC [Member] Represents the monetary amount of Working Capital Deficit, as of the indicated date. Contribution Agreement [Member] Wealth Generators, LLC [Member] Acquisition Agreement [Member] Market Trend Strategies, LLC [Member] Purchase Agreement [Member] United Games Marketing, LLC [Member] Percentage on contributed shares. Number of shares exchanged for common stock. License Agreement [Member] Long-Term License Agreement [Member] Euro to USD [Member] Colombian Peso to USD [Member] FireFan mobile application Back office software Tradename/trademark - FireFan Tradename/trademark - United Games Subscription Revenue [Member] Equipment Sales [Member] Cryptocurrency Mining Revenue [Member] Options to Purchase Common Stock [Member] United Games, LLC and United League, LLC [Member] Assignment and Assumption Agreement [Member] Alpha Pro Asset Management Group [Member] Short-term promissory note. Short-term Promissory Note [Member] Revenue Share Agreement Entered into a 6/28/2016 [Member] Short-term Advance Received on 8/31/18 [Member] Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 One [Member] Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 Two [Member] Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 [Member] Promissory Note Entered into on 1/16/19 [Member] Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 Three [Member] Convertible Promissory Note Entered into on 3/28/19 [Member] Convertible Promissory Note Entered into on 1/11/19 One [Member] Convertible Promissory Note Entered into on 3/14/19 Two [Member] Lender [Member] Secured Merchant Agreement [Member] Transferring of amount owed. New Secured Merchant Agreement [Member] First 30 Days [Member] Payments of First 30 Days [Member] Payments Thereafter [Member] New Secured Merchant Agreement One [Member] Secured Merchant Agreement One [Member] New Secured Merchant Agreement Two [Member] New Secured Merchant Agreement Three [Member] Secured Merchant Agreement Two [Member] Second Secured Merchant Agreement [Member] Secured Merchant Agreement and Second Secured Merchant Agreement [Member] Financing Arrangement [Member] Issuance of common stock returnable shares as commitment fee. Derivative liability recorded on new instruments. Share based compensation arrangement by share based payment award non-option equity instruments outstanding weighted average exercise price. Share based compensation arrangement by share based payment award non-option equity instruments outstanding weighted average exercise price granted. Share based compensation arrangement by share based payment award non-option equity instruments outstanding weighted average exercise price canceled. Share based compensation arrangement by share based payment award non-option equity instruments outstanding weighted average exercise price expired. Third Party Agreement [Member] Common Stock Purchase Agreement [Member] One-year Consulting Agreement [Member] 15-year Lisence Agreement [Member] Consulting and Service Agreements [Member] Equity Distribution Agreement [Member] Employees [Member] Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average remaining contractual term ending. Share based compensation arrangement by share based payment award non option equity instruments weighted average remaining contractual life years. Share based compensation arrangement by share based payment award non option equity instruments weighted average exercise price. Share based compensation arrangement by share based payment award non option equity instruments outstanding exercisable number. Share based compensation arrangement by share based payment award non option equity instruments exercisable weighted average exercise price. Settlement Agreement [Member] CFTC [Member] Kuvera, LLC [Member] Fibernet Corp [Member] Cryptocurrency Mining Service Revenue [Member] Agreement term. oreign exchange rate used to remeasure amounts denominated in a currency other than functional currency into functional currency. Cryptocurrencies. Represents the monetary amount of Refunds, Incentives, Credits, and Chargebacks, during the indicated time period. Deconsolidation of Kuvera LATAM. Short-term advances. Changes in equity for offering costs accrued. Kuvera LATAM S.A.S [Member] Promissory note entered into on 4/15/19 [Member] Secured Merchant Agreement Three [Member] Fee Revenue [Member] Loan fees on new borrowings. Increase decrease customer advance. Accrued interest, related parties. Common stock issued for acquisition. Cancellation of shares. Derivative liability recorded as a debt discount. Recognition of lease liability and ROU asset at lease commencement. Beneficial conversion feature. Stock issued for prepaid services. Sale and leaseback [Policy Text Block] APEX Tex LLC [Member] Data Processing Equipment [Member] Sale and Leaseback [Member] Payments made for leased equipment. Majority Shareholders and Other Related Parties [Member] Senior Management Team [Member] January of 2020 Through June of 2020 [Member] July of 2020 [Member] Short-term Debt One [Member] Short-term Debt Two [Member] Convertible Promissory Note Entered into on 3/14/19 [Member] Secured Merchant Agreement for Future Receivables Entered into on 8/16/19 [Member] Secured Merchant Agreement for Future Receivables Entered into on 8/16/19 One [Member] Convertible Promissory Note Entered into on 7/10/19 [Member] Convertible Promissory Note Entered into on 8/30/19 [Member] Convertible Promissory Note Entered into on 9/11/19 [Member] Convertible Promissory Note Entered into on 7/10/19 [Member] Derivative liability reduced by debt settlement. Prepayment penalties. Secured Merchant Agreement Four [Member] ACH Payments [Member] Secured Merchant Agreement Five [Member] Series A Convertible Preferred Stock[Member] Remaining common stock issued to employees compensation. Joint Venture Agreement [Member] Reduction of additional paid on capital. Reduction of prepaid assets. Eatontown New Jersey and Kaysville Utah [Member] Kaysville Lease [Member] Eatontown New Jersey [Member] Reduction of common stock, value. Mining Revenue [Member] Accounts payable reclassified to related party debt. Gross billings/receipts. Mac Accounting Group, LLP [Member] Employment Agreement [Member] Convertible Note [Member] August 2019 Arrangement [Member] New December 2019 Arrangement [Member] Derivative Instrument [Member] Convertible Promissory Note One [Member] Convertible Promissory Note Two [Member] Convertible Promissory Notes Three [Member] Convertible promissory note entered into on 8/30/19 [Member] Unrealized (gain) loss on cryptocurrency. Loss on spin-off of operations. Offering costs, shares. Common stock issued in settlement of debt. Common stock issued in settlement of debt, shares. Wealth Generators reverse acquisition. Stock issued during period shares reverse acquisitions. Common stock issued as commitment fees. Common stock issued as commitment fees, shares. Liability for offering costs. Shares issued for offering costs. Price protection guarantee. Cancellation of treasury shares. Common stock issued in settlement of related party payables. Represents the monetary amount of Common stock issued in settlement of debt, during the indicated time period. Represents the monetary amount of Common stock issued for prepaid services and long term license agreement, during the indicated time period. Cash balances exceeded FDIC limits. Fair value of cryptocurrencies. Proceeds from new lending arrangements. Amount recognized as of the acquisition date for the identifiable assets acquired in excess of (less than) the aggregate liabilities assumed. Amount recognized as of the acquisition date for the identifiable assets acquired in excess of (less than) the aggregate liabilities assumed. Number of common stock issued for the reversed acquisition. Fair value of consideration outstanding shares transferred. Fair value of weighted equity price per shares. Royalty percentage. Forfeiture period. Stock issued as commitment fee in conjunction with debt arrangement, value. Stock issued as commitment fee in conjunction with debt arrangement. Expenses for issuance of shares for services and license agreement. Long-term license agreement. Stock issued in settlement of debt. Extinguishment of debt related to accrued liabilities amount. Extinguishment of debt related to principal amount. Extinguishment of debt related to accrued interest amount. Extinguishment of debt related to derivative liabilities amount. loss on settlement of debt. Gain on settlement of debt. Stock issued for reverse acquisition. Maximum cash advance in exchange of common stock. Future commitment fees. Due diligence costs. Adjustments to additional paid in capital to offset proceeds from future equity transaction. Decrease in common stock. Decrease in treasury stock. June 2019 [Member] Donation to charity. Loss contingency fine amount. Wages claim amount. Acquisition offset future income. Deferred tax assets tax deferred expense related party accruals. Deferred tax liabilities depreciation. Income tax reconciliation book income loss. Income tax reconciliation stock for services. Income tax reconciliation gain on settlement derivative and equity derived. Income tax reconciliation unrealized loss on cryptocurrency. Income tax reconciliation nondeductible expense noncash interest expense. Income tax rReconciliation related party acrruals. Income tax reconciliation related party accrued payroll. Income tax reconciliation gain on bargain purchase. Income tax reconciliation loss on value of derivative liabilities. Income tax reconciliation stock issued for loan fees. Income tax reconciliation amortization of prepaid paid for with equity. Short-term Promissory Note One [Member] Short-term Promissory Note Two [Member] Office Lease Agreement [Member] Months One Through Six [Member] Months Six Through 12 [Member] Months 13 Through 36 [Member] Triton Funds LP [Member] Common Stock [Member] Notes Convertible into Common Stock [Member] Future taxable income term description. SecuredMerchantAgreementForFutureReceivablesMember Lender Concentration Risk [Member] CommonStockOneMember Assets, Current Other Assets Assets Liabilities, Current Liabilities, Noncurrent Liabilities Stockholders' Equity Attributable to Parent Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Liabilities and Equity Operating Expenses Operating Income (Loss) UnrealizedGainLossOnCryptocurrency Interest Expense, Other Interest Expense, Related Party Nonoperating Income (Expense) Net Income (Loss) Attributable to Parent Other Comprehensive Income (Loss), Net of Tax Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Shares, Outstanding Increase (Decrease) in Accounts Receivable Increase (Decrease) in Prepaid Expense and Other Assets IncreaseDecreaseInShorttermAdvances Increase (Decrease) in Due from Related Parties Increase (Decrease) in Other Current Assets Increase (Decrease) in Deposits Increase (Decrease) in Accounts Payable and Accrued Liabilities Increase (Decrease) in Employee Related Liabilities IncreaseDecreaseCustomerAdvances Increase (Decrease) in Deferred Revenue Payments to Acquire Property, Plant, and Equipment Net Cash Provided by (Used in) Investing Activities Payments for Repurchase of Common Stock Payments of Stock Issuance Costs Net Cash Provided by (Used in) Financing Activities Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations CommonStockIssuedForAcquisition Common stock issued in settlement of debt [Default Label] BeneficialConversionFeature Receivable [Policy Text Block] Income Tax, Policy [Policy Text Block] FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisCryptocurrenciesValue Derivative Asset, Fair Value, Gross Liability Payments to Suppliers Proceeds from Issuance of Common Stock Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt Cash [Default Label] Interest Payable Accounts Payable and Accrued Liabilities Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingWeightedAverageExercisePrice Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year Lessee, Operating Lease, Liability, Payments, Due Lessee, Operating Lease, Liability, Undiscounted Excess Amount DeferredTaxLiabilitiesDepreciation Deferred Tax Assets, Valuation Allowance Effective Income Tax Rate Reconciliation, Nondeductible Expense, Depreciation, Amount EX-101.PRE 13 invu-20191231_pre.xml XBRL PRESENTATION FILE XML 14 R59.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Derivative Liability - Schedule of Derivative Liability (Details) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]            
Derivative liability, beginning balance     $ 1,358,901  
Derivative liability recorded on new instruments     1,206,139   1,144,525  
Derivative liability reduced by debt settlement     (1,676,735)      
Change in fair value $ 94,622 (504,635) 214,376
Derivative liability, ending balance $ 383,670   $ 383,670   $ 1,358,901

XML 15 R51.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Related Party Transactions - Schedule of Related Party Payables (Details) (10-K) - USD ($)
Dec. 31, 2019
Mar. 31, 2019
Aug. 17, 2018
Mar. 31, 2018
Related Party Transactions [Abstract]        
Short-term advances $ 668,608 [1] $ 440,489 [2] $ 100,000 $ 1,880 [2]
Short-term promissory note entered into on 8/17/18 [3] 105,000 [4]   [4]
Total related party payable $ 1,646,893 $ 545,489   $ 1,880
[1] We periodically receive advances for operating funds from our current majority shareholders and other related parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand and are unsecured. During the nine months ended December 31, 2019, we received $1,164,500 in cash proceeds from advances, incurred $714,999 in interest expense on the advances, and repaid related parties $1,649,500. Also during the nine months ended December 31, 2019 we settled $1,880 of amounts that were recorded as due prior to March 31, 2018.
[2] 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 set interest rates associated with them, and are unsecured. During the year ended March 31, 2019, we received $1,805,777 in cash proceeds from advances, incurred $15,000 in interest, and repaid related parties a total of $1,382,168.
[3] A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000 which was recorded as interest expense in the statement of operations during the year ended March 31, 2019. During the nine months ended December 31, 2019 we made repayments of $105,000 on the note.
[4] A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000, which was recorded as interest expense in the statement of operations during the year ended March 31, 2019.
ZIP 16 0001493152-20-002830-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001493152-20-002830-xbrl.zip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

U@_K!SGVTF^JE&\?/(9M>,UX\U]7-^! M@V!L$F"(*.!"74J5(&+%C=++VG?R4[R?O#6>-]\ZV0RH/,^ C[RQX_JBVZA- M\"SG1,*7-SZ=)$YY'#?N43W?/%,P/W%""5$(&5# #]-X;V, #^;V< ,: M2Y+?9)^"%S47KOK6&"=IA915V4"F_*-E%C.O5:QJOR\9F.&DQ>=%%:M&+YA[ M+<6]';C75MS;BGO\KI.C\2[7+F0?U5B= 2CX'=N-N+.I[_"^^F!2,[?)6:@[ M6DO'7I-[#U_'E9V&YFX7!'=[C4[F[/6#L5S)< <9+HL,Y6VBHB1:)HDJZ559 M>D?7J7LR^@=N?R$N?;N(D^4/5Y*00_YUJ//8#G"JY<811+-K,S,E%"64TQ#* M<938X??'606Z[]\M.X2KQ>WTBO**45Z4.YHOZO01#V )S^J*#GEW5#Z'+$XO M9#]4WB:N2B!*(-462'O0;O3Z>7N/*;'40BR'=T/W&;.YC9-N"]DYU7;/HS:B M2BA**,=3RTHTE17-$HM9IRY#)4]93*>@JGS%3![;+M'!JF<]J7Q%E:^H\A6K MR#V5KZCR%4N<6]-I-9J]O"TM57Y4F62H\A7K)E$EO2I+[^@Z=4]&7^4K5C1B MM!W@5#!/!;^54)102B*4XRBQP^^/LPITW[\+)Z%RYQ3E*E]1Y2ON8S^DTN.4 M0)1 #B,0O='N#AK#YJX>CQ),105S>%=TGW$;E;.H-J-**$HH148(]J28E7 J M+)PE5K-.>8OX9IXG0G.(U2P]C<'V>QKP/Z,O8L:S9 MF?."_4+Q,@1F,N+.&MK%W=5_:P_TI^A&>GM[V=!>J+A@:0R0UJ;."\4\4-Z> M>>HZ>&4(OUMM^1V*\+;HG_K[-]@-%(AA/" M?J?QY47\VKNPHR[VEH>!J.'8SH09FL5&-,Q\C9F ',(Y6NP'M=C8<<056##* M-'"-<<@UPIL$1[>Z1"FT,1GGV@V_Y 4T&?8!YK=LI*8M.\E&>;_X^$HYB\1? M#V].9#_#&_O"*[ >B<6'\,:4BAF$+Y>RD%=9/5%Q=%@V4A 0?Y$2:YF:^GI"G M@'-B.,+,N;1Q?OL"2$NO-! 1"L\I1-43ODA=]22E$$O>[;*'6H@ M:GKB @&N=G%9C(-^'W8%K9WI+RY2EN](Z8[,1!70A,BK M&[EN-A,N1Q&QWFQ1VKTF\VV/F=>PD>SH#5#R^^-5AF'?K!RM+/I"A&'KI!Z& MC59KV&@/VR>C(+YR)U]4.O@I9___U?\_I1LVZH9^H]OO-08GHQOVO MIN>[/DL=Y1PJ!MKKMAK=S I-Q4"7[IQ!%VK?Z!2<8^Y,BUA, MU&[S+3:\"S:1%1?#&V&,#*]0>K'G M0EN.EG!1:1\H\_4#B@L +XK1#$41E-!Z_\^>/0,E_%+W#3)C].8^<,8 M-=L_'9>':L7!@"L!P3P9A!?W38I%D^24""EA1%#J2GPD6N\RK.X#2?CF,/#. M3Q?B$'+JA='(RV/NO6;O3&^*P"4_;DA0&C7;B&[Y(Z(UAHD3X-1.J<%&3&@, M_J7O$L,7KR<)_<&O*HPB)#"2S8]SX"W>2-Q[/:4NOS@P5"7.(W!VR2B4@,8* M!SK7\%J[Q*-:XC'&S0RHR&<@6,-K$_G-K#RF'9X6I%@%[V&.V4!R7 IOI&$\ M-V9MR!V8/YCJ1"1^R8ODY7@CZB(/$WR-U&QXPC!U7'&OZ&CA79P$^3[\G/X5 M("@PQ(^,<"E_UG[" Q+ P46D]/&&\1=$R8A/5V^>F00X[>*N4[X/7I(B.SH- M:VBFB'MS^R!.6,3%Y, 7<'DU@]AHOUVDAO=)8:.DN$T'^(R7#N-9D9BAZY@! MRDMJ D_>S"J98\9A]A2%Q.,186I$K&#BQ?"^1QZ?!G/$+'G3(*X*M&53/ ,R MY\:2G@@,9E-^UZ&8"LQ5+#EF8V\ 6&7PB0$T@;D4UQO^L/DMFO 73)7?+R@. MOL2/@!4N\&,,:H&'[[T3.1BYB@[%\(S[V+Y:09,&+1MJ[V@]\X, OFKQ* =P MAV1Y.OD =*L/M[AQ_[ M%%0C/( [D(9V^>D&Z,/C9/PG)^,3@<5Q[[N43/A//H/VP ,MP0JN+7[ Q/_>P&NF^"Z@]CJ*6_V./(-],:Y+L4SDV7)B^IJ8.KPE;9\X/3$+ MQ/++9*:T_9DHH=IW,E/:SB8JU&B@B$UJ,6Z8[ 0ZIJ!0R!-=S%80?CNH+"LP M@7F@?AV1([+"^4AS+1(.9U[Z^#R<#E(BIDM-^30QA2^$2V!".-[%A@.^ ME32&NY6YO W7)?83C].+.3N//CS?$.N2@-F?$KY>_3%S37[1\4RL.ND8X 7# M\-;0/3@1]9WJUC*3BQV?1R:2:D;*7YQBB:"9Y%?N;!(?9GG!$M:HI2O M JET.![/!!Z]8#JU6+SLY%)*#ZJE!^0T'%MKSCOVPC4\LM:4CKWD::0VN&Y* M,#7A^V\45<[]5F*+$+(U5.4)1@13OOV"5TVYPRD'F!-R0H1Q%E+D E"N_(7B M YZB+DD OB(?FNU%;L1%2LU*DGI4L74SNUQ=3.,(,RE=DI MXL.QKR"2(9=D-N)2#18R- &=CY9C_ !0 CAAA_?BN#\XZ)Z):/7)'R2F*7[' M(ZS)3*LPES'Q%EAC3Z@<7H,?.W%L"Y.WY'Y5++U$@JG0,,D44]B+>]P#!L]= M+!_NVPA0R*7,/"] OY]2F5 D'7S']4+-^A8>XC3!X.#*F9Y8P_BT35\PDQ.< M)]S5SAF+P,9X[Q/,4&:;!9[0J9*">/_ %SFH%-BD<+DY]I.#O^ AK$C!HU^( M[KTSE=J =1';8GJ40LLL8$'MJ4X(Q([7>K!#\*( MW0*?3D1M7=,3]O_0WJ9\P)2;($V;4'$(?=A%VT2X=0V1SAFI.V6.V"8O8#(B%6V9\A\KJZ3$L'WTVAE.XFSU^5TX M#L)WK$2 8\8UGW _A0O)3T\3T2,W/H0Z$1T6'K_%1RVAE[J0Q,TI63AJ11D0 M3_)096'7N;-WFNKP7?O#Y5S'X*M&^:7MWZLMU/Y6$MOM/1.H]_I%\69^O%T69/Y_']MW=A<">0P E&B M.8!HVH-F8] _1/'JB3)TV.@,>HJ=>[2/O6:WH3<[!^#IGARHG>LEOX5)FBO3 M,Q.IEQGYD!4/>7&S4[GL8-!O]+I9ET?6%Z\N>BL[2[(:LGU3KF:H9JAF6*AJ MVI/M.7@=^(7LE\0[)?%:"I'%E],/W;6"M&*T8K1BM&*T8K1A?,Z#VY M4P=N;_*%^E$J_6[\4.U,TNU,AHUVJ]]H#E7#[1)*1[6H5T)10LE"S7;',4HT M1Q#--@<[2C#'L?U]O=_H= 8'ELX2'[-.O'BRJ?7.63EYJ)*I]2'R)<;#%J-9K-;%&?JQ]/><- 8=@^1 M@'BB#.TV>L-FHSW(VQM?L71OT5S%2L7*(UBC0:/5UV&E#P_ TSVY*RI[.],L M7^N-9JYDB0 M$LX1A:.2_I50E% RV?]VH]U!/:9NR#Y05KD_=JEJ4Z[2RE5:>9(:O2RE5:>0DXJ-+*55IYWHS=YK#7&*C.MOMC:6)*._REDE5+)A E.-7# MO.H,[31T7=U'L4?CV1GH@%#5PKSR2?!=?=!H];*&A+.^5B4YJQFJ&:H95D@Q M[*O2S%6:>0DXJ-+,59IYOLU0O]%J=AH= M734OWQM+5?/R?2?'-AO]_B'Z&9\H/U4Z?>4%HIB_1PLX['0:>NZN4RI7/!L< M\L)FAY3,5K/9Z.DJ5URU2U?MTE6.]BG,\'5+UQNZGG6SL3NH]V315!;ZR2;> M*48K1BM&*T8K1BM&GSRC]^1.J2STK%,I5RH:WN[6;@R:K4+8JH2SX1Q'=3PO MJ6C:G3U<1Z$DHZH$E%"44 JS_?U^N]%L']K +'$QJY>&'G'U,?1';VS#F5#M M]:WC>6^T*76U^S%QEZ?7[IF,@A+N_Z R55Z[N+_4O.#1=Z;,T%J]YIG>;&A7 MQ,4<1 ]YP2GA_-!>"W('K5;S/3XG?AY]J+]_T\#M@S'6O"DUV(@!E9C$#]R= M!C[!Y.F&-G6I1^WP7WA>:#+/L!PO@!%<^E? 7(KYN9[FC#2:($3SN%"0'&:/ M''?"7W&N?2 >D&YABE;T*VU,/.V14EN#/8\16+RFX)%X\-_!U+$Y52\4UQA\ M0F!S1)ZH9@>\I "&!8(G\"O^*J C\#T?" 5"SK5+Q^9[*00]DF+21[\!,G)@ M/3L\/UR>@KX0UR4XC3&\7]!"?QI68.*(7C0$?Q!G_4PL/FLFJ#.9%2!Q<_-Z MI 8)/*R+H,S5Z&A$#5^PQ(-1?7;&GV,PHIQE@O?GQ\584=B^,3(N"1@TJ@4PC"!D4Q)PS^'U5T\BJE_>M9=+*? MG-IDV1+_T-7>1@3B;1ES)J=B4;G2\G5P-+[N*0B7/8^YU\J>$_55V"<\PYP& MK@$VDJ;L4$[>%)D(MEN>5@53WH[.([P^,7/"3Q43V?X(';0=ET-6\>05XPZ7 M^+7RR&[?]!]OGKU&L]MJ=(992^/+H+9W2T7Y KXM[AVB/0AL%P"^.RCQ$SR( MT_5&<]!L=#J[ME101Y\'LK?U//KD%75YJ\:.&_G;2 MAH?GV$GY"U_22.1= <1PH@Y0^JS<-SG78V MJ4_=";-E,'BD$5OCSOP3CQSS7C":Q=E,?%ZG,A6AXJ]3;"^#U?7\6X]'\.![ M$0^4D5@03PV)3,1 MQ20Z* M;*89X%D39DMT ,M!A"_,LN!EU#48/Z:"3QVI?04%].>4VA[E2F=>!2:4N"?& MBH",TH5INH2O 0N4/S^C68-/*2PM$A07-S'X9H"383*NF/&P#JE&,7IT2CC& M;,<^$V_#DR''YB1Q';;P:?@">33I^0#O2''C-%,8H@3/1\-AYE[&W[5D:%SM MCL'X,:: QWCA6=X #7@$[+22FCCZ0>+\[V]O ^_LB9#INWO04FP$++']"T$R M/'_GX.*EW@.@XH/E&#]^^]__"[V^O^5["@,5J N_T=&OKZZ!=QB*/VMVSIJZ M[^!QQUFS?=;67_V64KF1(DULK0KPBKY\?;C26EIXNJWK[[7[[Y\_7WS['^WK MM79_\^G+S?7-Y<67!^WB\O+K]R\/-U\^<=KNOM[>7-Y2J(/'MU 7-SJ9@(60K13P#A^_!_XW]V^]@F^!?]SBV M$-,$YF60$TD/B&!Z%S,+F' )=A##7,5NR0KBR0-/@ @9@*D12R :>@V1L97 MX^R[L9^IYS\S^M+ =*ISL[W@T6,F@ST!$OB/ #-O&MKM M[65#OH$[:P^.8WE2\[8'[[4'L/KHL [#MX/SQ9=\0N]QG8"4) MFX"'[:)*\\>.QUWFA!B%6WJ!E $A@>5SMYZS(H6O>?CX8YA-.!=M?A[\C"-\ M9#(E-M^[;@2L(.8Z<.%1MQ&E3@%!IO#9.5WP-@Y.UQNS:3PT5Y9KB(HG!DK6 M,:)9H>,F20*<,F:D(V_.N5<^2^6^SO 4_ #>0OB!<^T"?%7^ M+\D,#;QBVT-YH2^/0I=A@D3NF=RR,.'9J2G_[P*Z5_#5!.W@*6I\ MX9-$*6\ 3]R6K7).!&)0>R)>QQ,=8[HS(;; 'E(6Z.0P9:304 4(IC%&@#DF';C --(N6Q*A*23BWE:9V<,KF?6OJ,+Y(O<6LF5>-* MAH1QO&4DR0HW_GZYX?4T,W##L(-XAG,)1.:8L*@-'WT^H37QB#>PD'R8O1N& MSE#=1MPZM05[[;@4OM6N?AICC!&F/Q,Y*RLD0EA6]M,W&5'N( M8]:X.J/AM+FAW,ACDUNZHYYS(DGI8H=162312=JM$(/>VIA9X4K\Q M%Q79E!H\]WJ9M/%]<6(\=V LZ9@ (K_CJTU,+W:]5-7!]_N/R7*#T-U<&0E? M>/']QU#'8\ 6=KWHBU&I4WCHFAL!H97/J V:^1ZS:F 38X*+F/"0>=*^+Z 4 MC<+I$6P Y]%W7!EK3+[_/&Q,G+8.<^2&5,K:A#D2PQ.;R'J$7J E]J]<9"9* M/3R$29QS\91UH4TC>20>UI(/BGA#,)$E% ZZTMQ-=>D8Z$;Q,E$](T^HO.7< M$OZGX-AKDV\__#>GM.!XC0#B0@CP!7QY/.[@YP>1V)=NK9=KV74*/8'R>-S4 MT2'W<%3%PO85"\N2%Y/9Z_5-NO],7&/,[UWAOMG2"H:*I=25BX6[UJ)7ND0! MW3]-J+"<;*ANIKU^KH-O?&R_?5_[&\7/B)][V>SD MG/71-T#]VF^ ]%TW0.WNX#0V0+MQ2FV JK8QR'6#2(4W0+FN#5 ;H/GC[4N' MWZ839V-<\AMUM&_,$Q7=)W34?1T=3F(RO1N(DRB>#3)-]':B/Z>.+'L*>(ZM M,<]#<2L1P-G[$94\&,0;-^)=)+_+\5D4H/#\$_.99T[Q%+XI>#LB91>?$H5; M=#)U7,R;2WQ+(/:YF,3%$\1^:76;V.5D.0&^6%<6;B*!3W*GP _EJY_?ZER9_\16\TA]U&NS5L),YSK5DCS"SD M)[B828>GF"[#:AM0*'%M "<&FV;Q'"!+[+%%+A\O3$C(*VI\-B6>?R('@_'J M#^'%_[B*N\&=W-)W7.S%@@M;YE&%>5(,V7E#Z@#;0PV"Y2" MQ8!YIH9=^5+:(VSP(LMG"!#C8T,XF0'KTOD**X3IHU 7R?9\J;6FA>LL2I$0 M:XVO#*SC67S\-,08 ?M;I%Y/#LJ)J8M$)>*"AN2)'3;O@0_/_(O'^GCM88.3 M$Q78AHF"B=Z3T0D^AR>6/&/\DG^"(4VL_O='@17;MJA,$I.Q,36?)TO"6DF^ M5"8M)M/F.251YKK(E-HXU@S&> HL@IGU%&=$9+V*R9Z9*5(;$PR!M>+.,>@% MEB-8=R!RQ.L-)1E DJD%-D8HT?[ SS&!QL"R/Q8JB?A%4YRI$WA 1?)]856L MB^:.%S.*AZ@I<_7Y:ET^2;&XPXF2)B.2T9!*;,<^U1$9;9$E"?Q46WR3,K4HE::;S>1"6(CCT:;8DP,^)X48_TC"_Z+U&JR/?K#=[ MC>5[RMNFPYF $1"-^7GY3J*( M)-Z R;([W$2+^CB:V!3/Y(96.B?2D>$O%!0S<>\$'VTD.\-@Q%5>-'&N76%! MALEUE*BSF! LMK6C B:L=F&N)XNB92FQ;)^#A"5-%B=#3I8'0--&4Q9_\)(, MM""Z7H3@D:& -(!^T5N-;K,K_-E^0^^W&^MWY_.^ M/>_'F<9ELCE1Z%Q[PKOF-*Q\,]]0=!OM=DO0TVKTVL-YS_TD!!NYQ[>._71V MBS$6Z2.G>NG]L&!_TF%+*XO[C\D MPQ3+G[MT3'[P$Y6@S5T8E'K#?7CI4+O;/&O#QON3J"9/(,/3OO*8QL.8V-HG MQS&QRY9P%[&16OP&?@_16;/;2-(5KN&;">KK*+")K4.X)8"A0%G Y,*,':_!_/#>-?QJ%HS%Z MRT&!-90^/ZXQF N6 B/:!@_M\+;^,NCMR>Z4P@!/1!^9\+UH9 3QL@<&TG C M.Z+(+2C^*$DVL%L$P\RY=X8ND'1 0DDN, W;MD0PX]=1,C) @ M ^^A\D02-.\$8HO;CH G%D@/.^5PKR5LF^/P>EPL1Q6-1.:UR%S/R+"_060. M1?N_TW)0;FSM[X'-Y0\FOH_!-.9Y ?!GP$_=\3_RAK#0RTO=Z27/&:-E#2Y! MJ]OC3^%R()K>/>.QNP6-C>6\-IZ8),$9A4<2SPDXHI"B6GNQJG[1N\U&!T;" MNZKPQ_#*Y+L2PDYZ.DLCF_-.3OAJ$=MLM1KMP5S4M!$%L7F7PM \+4Z4OS"* M4&*S#Z[M8I;IC>&@W0#K$3I5>KO=Z.$_<_AYIPC7 <(U/O-.M;3BA& K+.37 M8F>K\&Q." 4EF&@O)-H418VH#$S7LP6F7GN4:G@_A=9]@)%&1-(]VJC\+?Z?8THG])K\A3RKAT"@M-@Y-!!Q#=;LRZ%@Z^%0H MTGC@PND]I[KOD,@>MI$R<"&+JGX\L(\ M,BMJ!A;U?CYJ%=I>@!J^K;WF=1GXDK6,IPRE=-FE_\RM4 M/Z">TX?8W6_2ZW^9:J^ O37+4S36K^6L*T6WN4MCJE0NG.&G0Y1I/QVEH"M7G>J3]6.V5"ZL&O MIKX,/'B*=X?%FD[#]]Z*DD_'QIL5=KWW=H_]@_;B;Q]!2Q^!%;G?4JEKIP>M M[A8.>-DNGSZ&8CM^8*^Z:EUO#/3>2:GVBT0:;RHG8=DQ?'F4VT'U_-$U[PGJ M[]>M]K#1UO=H+S,,NCKV?&A%OXK^5B[ZOU ?!G=^R++R_:[.31>[YWA+65?G M'J>XG\74.F_A:L)R=(L>+.2Y>>B=JJ0:W7ZOT1OLNI0WL77)$JU]C4XJLR_, MV$SD!89INJIX\D#%D]E/J :=/"=4'MX=$^9E8E);4I6W"FN7> #ELZ_SED%# M[];YO&43)HKJMK[[IBJ?[(K<4NU+5BTEJXJLJJ):>.[AM&30;'1[NT?:JQ*H MV"3)CK@=E\X<.V^J[@ENOUL#O='K5SU\JO9Y:I]7BWT>OOD1_X@+6I<6L'*J M'B,VE6B?=]B;<8GI\"NHEY0&-[0[%UN*^;(V[$[\/*YZ MY7UR>06;Q3E,XK)K UZ'_;%XM2T;1;>Z1[7+8VK)CEI8@O4X@__%?;AHQ2C+ M];#ZCL7BQ#I+7M2;*&[EQ::\95JZSA4[*^*U\X+&9!..1 4J=HGD5:?86QC[ M5#R*TBJ\'@=7"]( @_#Z3GQ%XM)2WL8I>F54DS?W1LX<(/B1YU "DUWL]W2N M78D)))O^1N,RWA89GY=-[C@9B;;!6F"/R+/CBK! S(!$N1AVZ,"39:SUP[)4 M'$,T&N;5KH3?<&H03[3W",<$*H@Q9A3OG74I^7%&>15V>/T/IR.\@9O76_(: M6%^41*KRB,V[>FXI* M"5:'UYO+2L&&1 5*E"\#K(1-]&XYU^['_'+TQ+IAHJA>@)2WT!9K8ZX[38SB MQ1IH;"W 4/$6\1CY1Y>C*"(4H\"Q"/]C9VV"8MO61NANHLNT)[QMB'8 MH0*\16N6J@$.H2W[ADX)^NAL2GAW)F&*9&.,N)LP+,9&W"4#FYD Q38^9<$8 MC; C*'GT>#A6/BG=A,IJ)/&HCAEV.&8 MS7#04*K,_V9 MF159PM^]_MH79MCZW7(XZ>]R[OQV&?)&PA6U'I;^_Q4X/F^JPM!!?AW8H3%_ MPX$O/'7T;:7-3V@)1N5=][S9G% N7NQ:XX,^WOG!>RF!"WJ^M+K.7*C;Y(4R9XKO/FORGIV=*AOJ>3^QV 9KE<\JO>?W3R@9 M'41&D2C K/"80+3!!N/.@W 8;W92@LF M4W%_(7ET E_V_.1O7A8?X\$Y#*2@H4(5&5Z)L:@+TTUE'ZF'<6Y0G1-9>_%, MP R*0R<1Y4X=#[VFYT_GC71W4#<\PXIH]@*7GZ*'5/A@6_$ R383ATA1R#X. MX[\IQ6%!BRF871:IYV.7Y]6\H=J/VLR.NO=AUC/3_/_=PNLR+XS=T_6$(HCN):QTI2 M6-^XV<+2+&O>ZT6I%^4T%V4[1FQ[N^9U\HY5_VX63;G5.5P\N)KR Z-\5_%K M!7FJ]WA :U-M67H(O*:UVN0M]9WLJG;GD__ %L30FVU+[S4.\ACIF!>F MUI0]6Y!M:-97\^9J7 .]F#'>WNJ=[2[N&B5&48ZL6I->8T%F5;&C/# ME1Y]%>PA54-:=35D70U95T/6U9![SJJZ&K+LUN]H]L9U->315O.TK(;>7!I1 MM:[(VJ4'UW\6M=SU$ZY7I1Z4>I%J1=EFXLRPW$>??T&OKF/?WS!OBN) MT+Z(0?#@4]<5HJ2?LF:/ZB8V,^[U<"@8YO=R'+J>EF*B/6>-IK#4Y/+NBBA) M&TYU&AUJ.*5X2+B:5T!:: ^HS4S\J%W!0,%(A-&%=O\HWT@8VD@B1"9#\W&GA!I#KQ$' ?O/N&P.I!#1$1 MD$?.7H^-DYA"-\KJ=%+(09NK:ASJC 3_EOTUJ)L2?TD3XK?"O^6,"+X5B0A9 M=/Z-,.787 K8%L&;HB'#B(]%2$B&U.NC#^R?,8JP!X_I0"<"*(?B,++_"$+9 M9 E!_7+KQ#T_&)F5*$& ]D'HLOA$-K8=0R"_L?W"?9&BK &,! V,@21\\S@) M!X^PVA<:@A?.60^7>H&HYB$(CDF8OMP:2QNZWZ3(%.$VF5&0Q ))!482-TUJ-Y[\//Q)\) M,@=F1B(6"GK.?T!D6^#'I<.]Q1 TDT@/AMP;QVB<.S:VPL'Z,_D^;*N3&X9( M4D9P &(W U9[[5<@6 M/X&3@"8HTQ))+%_)'#D4_)+YD:?2CJC22PS4JN*+X7U]JCG#EC&>A)5$Z0"Q M F*P!),C 4F)\+*#(>:>@&7>2HP3Q8]U\?"#9"VB'$N!T"7&T>,;?G5)\!4 M^ NF2YB2P /Z 7;#EGJ.DNC2DU3 ME%LJ'!4$:LKJBIX^E*U?/&Y\9$?$4UBU&-L,IGS(WE+TFMR/"P>E5I'V,!;8 M=>LEA=O-\P\A? M/IVQ!9_B-^R!F#:\DN1<%NU]J4:=,C;#+.(Q@ 6$ M!W #HFM7/]T ?3ZB,<,_B8P'&^0]BD-AC^@G(VQ2Z0N-6=FT?@ K+\::!Y&? MSS]P^7\1R'PL",T\5QK]A#S#_H<@1&Q[9:^PW/0UGCJ\A52?R%BH_H[ 7H_< M$3/E$$2F7T$;9ED@9!TWJHG H83.LXV!0!0,8_Z+6AZZX0C_1?]P692=,!B? M1X_N>"Q53GL,(N6=;5D9J'0:U2,U)'.,AX3RGM3_M.7IU&R4:9$SEJT@87&< M%Y*"D4U+3FS";R1]NC0;$Y8NLYH\YZ"/ID!GT;1!C4%CNMFIU?SM#*>-EMZKV?JEK7LA;PRK*G(4/';PV5)2V\TRCJU$V!' M1V^71H@X 788P(XV..FR#F5]EFPO=-[ #=O+D6KBYLH#0CYDV0.KT^FU5DA=U4NSA:4Q]%ZKH??,=KTX^[E;,*JRR;JLHG-ETT0#77=1%TW4==-'"9#Z[J)NFYBAK=M MZ1VC/N6OCJDK(]G5O)P:U=(MJZUW>V5/A&N>EMCD-?5.JZ6WC&535W7%1#F! M6%9PUDB56[A;;Y;-I91][>&>B)>UO5537L_P@(5Z>V%M7=-0\0OKH_::T36C M<]6"5J>K]UKK'J[4-0W'OC*;CM/KFH9-; W?#3;U*U>3V]WE[V?4)_-;F%U M:K2[/5R4EMXPNKK57K=4K5Z<3=@S<+CPGU9STS5:,YSIT5 M$3$#Y!/6>K@^'8TZ"'KVZJ,:/R917>2_$&@E#$8!_0"A3R1*F?8YJ"7&\TKXP9G5M?1> MLT-?G;7:+=TTVXR^$PJ$'<3?"4.PPU_87;J_?!Y?NB$P;A\F[A#,X!W4(M@0=BL1$*AM V^XL4I MTL.TIXR. ]K6A0A]>2]&XR"TPY?"SQ7],"C5G+FL)(P3*>OITKE)$Z(@),=) M. XBR3KY(!*??BZ;%2.8*\BHZ[VPQ(3NDTUPLXH'+_2&* X@5$&L+K!]#,>% MD*Z(V B#X2R2B%E)=.1F<6J6#+?KTIJ]^1A$T5M$,]3N'F'M3]"P<1%GT:29 M'39IUXPB%R&#B!)BDC)L"H(WDH"$B!(GD>0D_&<.5TX"#R>A4 :1E1R-5FX4 M+<(10!T(7@X?O]!^!*$=:/ P2V[V*T0?)>,VL+U!XC':+5D: GA$JIX%!N@( MS 8:@/AS?C+JPPL(?W$T0BAGR'8.ZN I^B#%1I1_1C76H7@R]+ MR%*-Z"1*'<\O-OB\&=A(1 ME*L;2AN&V'HPDGM.SX#Z$PURECG>GX@R?PYB/$1'X%U-<03"08A1V2>DJX#@ M>=(?%OB$$M GP6+IY(5 L-J)Q:#_U+7.=2_XJNLCBQN10SR1VBG'EBW VM_2 MTK5:=.<\E1]@U#NV7RC14XX[9==Z6HPS#KOZM]Q9H:LW_&#]:U M;>JM7O?HS7Q'-SJ]2F:Z+7._@6+ 3Q23#')1BNN#3*]A_$^P5@<4QNB8H#@5 MUNK4=6N[+!#?[]/_\#Y_%7]=0G\9S[=1CX\.> 4^V7OG-%C8&B&S__&]SJ2M5KFV_17Q@\7Y+K>T0_QC?)M&K=^XQ/9 MG"IC'8(GZ&B4BRCPB):$DT[0^B_R4!9_V[<];%A%=$6/@FK;"T4KL@PCH>H0 M>FN^=R!VDZ732I'VQ>6&:'YB>[D.FMQO4EY]Q399H3M2'U+_0=>7)B>(9 67 M#@8%%H" .+A!WGNP7G2>:[3Y4(!:V?Z<^-372_9X$EH$ZX13QW:'0IQ3"8@D M_ $^H.(7)#(8@L.%GX,5HK9_UW8,PA$\^[Q**!@_8SG(2[[-X#,VS/4\-G]< M+4,GR=BI4LSL#6'26'2&=/S.N?[4T$ZT!R(ERP2O::6/7!0Z2JQ$*?B!M MXRB9/L,Q/HLUW"(NV"MKM%D?B A-L4TG[^\A3H\O^T$2_Q3 PU>O-^]O[O]U:D[N=HX4JLZ_8QLK!*DL MCRB1/25!AT!Y!*E"(< M$]<(@DMS[+39,GR;+QN4-3@^%AIY\-X$##M5A2#A(HJHL=JX9T +#.! M3U*?EK4IM+T 6T-S4]ZT1@6?MO2VU=5;K5Y:)NIC.] 1<.E153Q/O9"]2+%Y M]=RQR9AA#^KHD48T.T!PH\$%GUB[_976R!Z[,; Q/S.CH?>:EMXQF]2\'K@[ M!#,6A)$6VFXD XS,GM#&'XPE6A0R=*JZD?+%*"L)5>),B,6)N*=_N!&P#M." MH$;*P83H2*BN%D04%($*8>5-Q"@M4L.8 JO8N*,VZ 3P5*HO-A<.L&2 Y"Q M["<,BY'6T'-;=7P:5 8;<(^$YB3B0GN?=A%?('-$1$&8:.T=D"/=Z(+DMDW4 M$9(N:HLK(/JCAJ<9U;G84L\_WFGI;1#$V8\#:RBBP3:IKLB5[*6MDL\LDPX9 MIUO_M?1.KZ&WNLV"9A(9KVGGL0OT MXL.I.Y>Z"J,!&("P1F[>@/\.UAZLX$^,6(JV!):?8VL.^+NI%]L$-(^SR M#21[".$3Q1K:-==Q81NH:_^58.VI3KD26^L'?A)IX,!0N,)D0+7\*"(.:'CH M]A.:E93"M"\Z^Q99$4[Q*$>?B+&!]K(O7@)L&9Q@T^%O[B@9T5XG>@P\NK*# MG)<1:L![E!P=6?'JR': ]4^"!=:S82:&*34;C3BU44]=&^N4]A#:#N_M\#H/ M]8'VU>OM%RRL36]"P \$4\E.\P($!B;ED&4 DV.32N#80?\/WCD1+VY\^"-^ M5,=ZWN$6!810E, .IL% %L:G"^)REWEI,%G0(O@O>8-"%N)G;\(=L8P( M<3!>=!RU= 5JRQI_6ZMHD+G5 MZW1[/RQY'%">UG5.TSXDZ-$A[ 5WB\)V=_GA6OO%]FUV>=K'CU<<]7P! P6Z MCW$HJP-]?>D\N1'E5QQ,B(X"A^7S'I027R>_E\J+GLD)P%E'P=1 ]I[!G@M M1!L242/Z$O11OBNU1J0_#J@"ZCT*?Z#A"8Y476JKCF8F1&LBO=\H$IZRN-)M M8N@>@7*BK-I,)L0A0OX(&]>C&7.SN=H268@,-)$R1883T*Y[A&DKWAT4[QK\ M$WZ)=Q84#T%W+^:*18GSG3W4YUT5>;^B^;O7Y[4*LJ2S":6,RVTF2-2O$$[ MAS_9R&I25A!>^>%'83_ I@4_90^8!HS@&Q_=AT=0,@RTP2GYZ!A'J39B?C8 MQSH:"L735YG[I$MWJ+@TI*-]N/ER_>'R$V[-:4.,H1*PSO/4_IG" M;MZ-VHX]CN6>P WS)(#&A$\?XA*] 2D*6 MTM:5A?40Y9-3_RR>/N[25 R9AJ(R>H;@6?O)"_JVIW(6A.?O:PF$;/ "O%@3 M8XJ;?<2]^$H2#.O-N1T.KU3&&GX-;Z:J+AP9I?H8HL"T*JRK!^RFFZ@HC,WS]V ?P0W+Q"\> M<-!],/:=*/2"W57"E9G2C_WC\U7!-T8CV">"T@K'!0?&ES-AW&3,K'4%^RKI MF_@>'2:Q@/?$/OA .$JQ. #%#:>/GLT> F=YD5U_&-KI'N)"^_&%C@YRU^O5 M\[PV7$(*,38Q)#VVXKV$K5 M&CI/0VF?!=*J3J.DB=>^^L&SCV;Y\O/U?TO)9D&+"@%.OAA8>H\!4!&,2'0< M.[;SBR[2'@#\1J7+M.I\QI1F/M1K0[:UX![<;RB"=!R'"DHQG1VGW]"6T'N1 M[X%M'@XD%64>Z:AZ>.(8T]D:B$U($O80!L^@]NBY<">;^D.57 (3 !8GO><\ M5C?_. F:=Y_2(_&>K!;#A6((U@U\A#/I(;[8_X;U?X^BA#8?EHUD4OJ B^Q? M)$5]W$AXPL/CXVB,R0DTCBK?A>FT: *:0Y9NT&L^0]@!XQ$8G])54#[RMCDY+QZ@.#-*3\((Q1YU#=(J#QX(C):VC.!.4 M#A1?O.0"594!N="N[<&CEB7'^##5SM4-V01:$3X(A8R0/TZ15B :\TE+'T,* M/WB2H6*:]$E#RE//DO[^Z'JLL.L=4N6(Z&A@"KQ1H$&<]TR,84! ,I8.A&TL:MB?,>V?;9 XLQ.(4VHYX M(G>\)6%40A$,Y&DK4<+)8Y82DC\_)ZW%HTALYJ.G;Z0DMSI?!LL(?[JP6"-< MT;&7MZ(H%9C_%>F^5)ZK8=9>V".I:Z0#HX"+G)[MT+G0;G/' &! /4_ M@SU M+G^\ELH(AGWP"\JOY4^Z"MK35\!=+%X,>)-(TQK 3,=>\,*I:^8 O)SV)RZ> M*X#I2 TW1F\@ZM&C.SYGC U*-0BO6)/T%#/W!'ND)#%PP#B6&01@S0PF4[Q0$&N>?^%?A &A/R5FB8]=P(J MM8Y6BTU)3DL+E3V%!3U^CT+C7F;59'I:)DB%M%0H.*_F-E.?M, ##UX# FK! ME>;JA)EE'3/J/V2H+O-D=S&5W!$L8%:R@?$N)HJAY MF=@%A2$(CQ0-^?A.6[8JA.A 'TA.@T1*IJ7G(U1)M[,0?2M2N6M?X Z. 9\( M"RJ,&8E*.2\Y,8R#B2=X3!C'K(A@K;Q$.LN%HRAL/BSBMM/C0=;W$=ZVD =] MV1X1W",=C5&(YV+])[ [A@ QGEV"7;Y4K-HBL\,JIZZ+S.HBL\T7F6&E2Z^C M]ZRF+/0J@L\LJC"#)PU#;T@\S+3TA3+%KI_/Y]- .(9NM@TB85X[V:S619M5 MA39)G"Q!6UQM9NJF":/W&A/%9AP-8-605A>;;;'8K-H*L[D2E*LI(QK.#+W7 M:.O=;K=<89A$>=4-HZWW.L:"8K194?H%8N8Q B6U M^#G0_DQ =44XHR!-J[X83:8OER](TRHK1ILH;5NB($W;:#':1A),6REU>0T: MI8I"%[,U_K8J>%+V[-Z>(]5E:X=4MK:T,)<5W&4%?#F!I]E6K"\_JPK.Z\*PN/-N#O&!=>%87GFEUX=EA>I2Z\*PN/#N$PK,O M7!OP&4S.RST8HTB>R;Y/F]<=$;Q9>P+(\^/E_?7[\\^77^[_I=U_N?QT=WEU M?W/[Z>0@/-&-RB*100H^C#4WJ4$IKWA,@T\L/X/.^-K6BBV6Z8NE=1E8>J>Q;,_!/>CLM:MN_E%EM\S6V7M()N?88 T8VH4@0[(FEDT2@JAP ;]@+6.Z/[SK"T_S'+ MJMXV#FSJQHW%&1J-9;K2[=(CE)U1OGWH:S+:?6;6%H'-MBO;0&2\V;9FAMYI=72KUUQ3;.K%V42GOU9[A>W,!CK.>?N3 MCZV!4*NZX[%\2F;-XC,NWY(W0.7-PRQ#E+O*B4=WX"OD!48Z)L-"&AA@9/\1 MA'A %SW:H<";8U@CAB=4W(EH$J%?G@S1X:HJF4Q/@8-G7SAZ>@*+?P,-KC_T M$B[@0@1^+*%XQK-B_"ZK%$H+.!3Y^$(G$;BIP3ISW^%F%O!IXD=XXQJ/C4NU M-YBXAIK>T#1>Z4Z@2-&S:]]G7:.E]WH]?(+:8>$QOCQE5AWQLL?X0BC=UYN\ MT'J&?J*'@U]HEUX4P%27F0F7X^"Q'LW#LAITOJCNL'#!3DB3147!AF+$3#[S M5W=@U>LLV:ALUW6K.ZY'+:/BI5,_5:CXI382Z@8K%S[Z;D%IP W8J9PZ4L>Y MJPO?8 :1O$P>$KS2V>6EUF5+.)OK.SCS-I =O_$*7&]?5D[1%5!ML/25AQX"+" 0Z7CQ#.>A- "@3CH&P3ZVT6JV*3YT%U0,%V1FA!/E2N+Y>421Q;&V"\X?5G0KJY^%NP%$Y2A M ?QL^]0@*50'L\$F[5GS3XE-P@\ M@(JJV JS"62FT'=4QT35. R(@B*@)6/\UYF9RH9D$-ZJQXZ7ZGY@XI-EGQJ4 MA(NBP121(-]FB2\)\& 17;X+7;;@9XV+1J.-02D_KN/M*ZR5)02?M(AH%6.9 M&7#@AR_D':8<$4-ATP6+HF!2^1?5'#INQ"T\WR#* V7.K;>358?Y@7+\FWZ+ MGI5;J8DX+MYM)F?6%_$S+AI5+(6AUCO[P4%'T#7K_!JE^^VIXVJ273^3-:*.V7 MP>^N@Y67!.<$2G[UZ(JA]B$M"KREJ[Y@?2_YOB+VGIT:"+^8/1+N!O%.'U[X M=\.1#B'30,NZF&H_@44=Z]K'CY]UV%51W*,70S;/CB*^3D\:6#PHL"?/%%0] MO^R_6BCO7^NJT.SDR?P:P:S$<8E"Q8IK' \+7:\SJ\91JVL</_.R1:MY3XMVI9J+M."R@,[-=X!GY:M M(=S?0]^LW'2]#HAU#6JY43=7,7FJ'*7CC0WPLR(=7*UXJC)EG,SVK5^T>L*U M/LO5CNZ5DSQ$=A]Y:=5F=@9U2<\.2GKJI=F2XSZN6JN#R'N4/QFMQJ"5>V$) M^3J>>JLW"),@0GE&2^=NTZ#G:>T.PQ?@T5C">BY;GN'R M 633,G6C8VV_N^FJ.KG]=QP,!\H8HKHJ[%"JPO1MEH4MH_Y[%+5L9EPLXI'E M%LJ)V?W@29R/&%-5.$5 #R)G%O:57HKYY )@AXI]8PPJ\GT.$&$7EC&',\L MO:( &)NVY"8*,(N"_IM.Q\4W\$*$XA:HTW'9W8*QHM*"'8F?DR+Z9&V^N=]R MBETFCZOGB-E,Y)PUCI7?BWY\E# YQ2/D]]<_WA,U)W983/4^DT?#VF:/A8]I M)[3B"?"QGX>EJC95>#2A9 >6,MT]YLUVF;B]=*@Z=.RL@W&3;>#H&*-IT#'& M41XYMM:#O5GET.*X3QS78^A*%^SWX(8=V/ITK.[:\]R\Y]B!Y!XP0L[Q2VZK8^G=WMZ@ M.&W0XD9+"V[IFPC[MZS'+[CM7E=O=/9&<"LPN9]?J3""N+Q#J MC_(>ZM(WS>M;C1NXU6CJA@7;C=+Q6KTX6UP<"%.Z7;W1/.UKIS7$_W% _-^D M]YWXCE;^4J.M4!/S-[9DY2S?BE)EM&XT>2$3KZGX0?$&)M]NI,;-*Z+KIZC6 M$YC6"\^=EW*-QP\RNM6+A')Y[[#G.JUD*F430-,J3_.+RM-W2',$67I,\2_>(&7 M.H[G[HCQ?;\NB5XY^.@T\T3#R-X)DRC29U:SI[<0T/D%))UHOKSZ1R;O\K*7 M!%*&-QN-[Q6&LF-CQW:Z?$R3&,?1!>&AAF@NI^&'.SS2# ACF_%879C,6/6H MGYQ">L=Q$38QW0O-#(K$));4?A#]D-"Q,W3F,7AQ9!0M0Q%M MUM9\L/8+)(@0F?O""Y[?ZDA *$"F8'7P9AN032)Z9C:;>KMAY)M<$+PLB2<. MD(YZH?T#O@&]U(L7YG&U7=]. 9LS 2LN_;0%ZS1@Z];C7'P.:UFMT&Q8Y=K@ M;>WVM31C"K,]O?RY>R.F2#)FPA*4,&'-5D^WVD:5)JQE];"@)F?"V#(5#%D* MHTZL(6/AAGCMN@&_?HFR*X49,O0D$:0N@A[LB>E- M:3+:*]K>;E.W(.(@ X6:@",$PV$6BS!TS$3XG--ZTF>".&!DGE1WY8-YAS7[ ML2KM?J_1TYME[#YL*EN]A1:Y;>K-GK%%BSSV$OZYL$//%?*B.T.0#(=Z28N] M!' 0O?K,:!EZLVM.!WZZ,3?N6\KBU8'?6N;G&F1G0&@<"LVF(S,1I- D)(SS MDA:\*$G)-\-).T>@DX-7-,#+T6.$A:5L&/I6>F/.3N@:ZJH?Q(36014T[,"7 M;TPX >XE"2Z(8ZN-@'J=*0\,\FCVS'H?LE;B9:NMO*1PI&*P1WF7E*8,&6K9 M/8M5>=JEW>YAA?7KOJO)(R_P75U^4[V;X-V$:1 [JMM-I/+SVG;":%K<76O" MFLD%JJW9?F15CC.V1Y_9:YHS@GNE$3)&+YCHZH+TV4T*SZR6[!?XFIUK8?/@ MA>GCGJ&W.M8)Q.@F;&LL:]*,X$ZKU:EC])V;D0W$Z";>L&[N:8QN-/6V->75 M3-A)6F:S]FIKQ>B[Z,!X.XB#?0K1YY&U5&:KJYN=2@/T3H]:V9=Q7,VNN=!Q MF2UZ4QV@4X#>-+L(HE]A@*XDY]5T?Q<"(7/:DLGUJ2U9'9_O(CY7"L'QN5\P MA!N/SSL0;+;+Y-";>JMGO6;F6L8VS5PU\?FE%P4*?OE5T8M@NO#6!1(HUP(D M(+)'0DJ<+HG&,0H=YTW+6C6S-&=!6T!XMXS?,O5F'2,;KX'RUG;X,^P9P1(7XB- M6-"XYD#Q\;<@ X*;SD^72D?%0JV./M^;S6^,H8JD8*#$HX$@@I&M-IY%VK\> MOU3&/T_C5!.+?XLPP&9#B"]=K-*FZ:,^8D4W.C[5I@*)4RU!P%8K%4L)HXI3 M_)HJ4&5V\\S01J[GH;JRCDVT6EA>:VTG+)=-F/??N5DLK.7>8^EXT>9OIDXU:.2 MTSE!XAHVIM68.5I+M^8/MXR]J4L2MWJYJC3*W:;BC@D#E[\DGT-!_11(1SQM M>OADFVT")R^XHQP*N!> Y1L*42A52#U_VGDNE5C01\/\'N, &,Q/1C0D!P@C M&TPK6E!5>GT)(;,GZ\Q-^=I%U/-KGNS095FCGT9H7"C*2(U!I_V],C<0R2-5 MV#N(=^;N0.0[,4&8]>0&2:09[7.(;N@ZI0,FDILFPNX@Z?\!.Q1*73JX6&G[ M0,Y\4A(T3\E0V.1 J&O8@&PA1H3@6:21#,&MT([']:,X3++$#TVQ^Q;,;9R9 MS:*]G32RDR4)X'1BPKCK"ZT[9W0ZJN=AF?"5I?]9J"F8)H9*\L*P'3)]@V $2@X,QR9P M;_ Q%BC+-!L_?!% AD_^X8Z>2+\S?GBKLC.\:Z4VMFR6\95NS)L (705WN.M M8W4^A<]-O5P;X10I\L1O.,@&;^)FT\';R<.$>^^2IB/+(K"8T="EYTYWE,*4O7. PS<;>.,S?046 0P/J;T.YSPU/4-P[%E&19^F!1E MKW!0S\XZ/=WJ&J_[?Y,O#.MK! "8]C%,:W,!0!?4V&A5'0"T= ./Y=<, 'I= MO67-*;I:,0" B-9H=N8X=][W3?AW]N*FU=:;#6O)G3[]*V2J/R5A0]+,YH'JMG;LX#P"ZK:53M +IF9VWSWVQBS_MJ]W]-O6'C6ZPG.)#!5I7PXFU*'[JA5/S69/A_AS5L63O)(HS^SRV]^I MBJ?L]-W\W\+58U4S+5\B*W.*%8USW]7\WPW<1S;T9J]7[NRD@[73B\Y.6BWL MP-$ZN&JJVL;LH#PFN^'86+= !N&@<#$A/;+01:J-*VF)C/ULU2*#<-Q*)9 M9%RZ;0A"FNV#,R[+RA)[GOF"9" ?I@4)5J_1FY>0F) CU(K\C;JB--76L&3$ MM54,ROV,N K(F,M'6RW#TIO6+' 75?,H Z5%Y>59@-3:3(!D6#W=* ?90@9T MO@UK6I;>[6P31&LW-BSO]V [VFU/UX987;W;ZM;%(0=7'%*^?4;ET+M5Y@IE M:GF%7&'T:J8PFI4I_ 2&*0>D6BY;&"UYUC4_65@X_MI.LM#=5JZPT5PW5P@[ MX/4K+TPP:=:ON'MPTPDQ /;[14[RM M*H<""8!7PBP2-WJ4V[QL2#1X_L =PRLDM@ 1(7M%S!IY-3-0,'3S#**?^R9; M%*[RF&L;\[@)=LXPOF(46^7"-J)@KF'L&I;>-B!V^_&%'0JH:F[_.3$;Y20S M'L$[%(X$'K%HY[D5G$O[Y+HO,' MVQ[_Y3VLTGM8)"^(8#GN06I_](+!U[__YW]@W/375WZ&G$:+^$4,__;=!U!D M3-><-UKG#2,.D,OGC>9YT_CN[P7#FYK37-N\[5EJ?',?__AT>W^M==/"2\/X M07M__>,]4=/? 5T[\ERWB9?]HT3!Y&+X9965>R^UNSO M!X0#F_R_?==)>;)<,+ M<2Q\6K?)X)8Z4Y9H5RN-6J?S?>GY?Q%/PD\$WU?(G;X4TAP0W'3>F=@'7%N^ M.9NRM-\O+4H33Y:8S;*-$M4(K>^WV=JT,HX<(2^-7ELW6^T-<+0B-5R[K_G= M%#Y&MIGF5N;&.\/2RK>I*RL*ZR2"EUM$;IJX(_*W-\U#Z&1>6BIE<<%(%1?8 MKQ473'H(\YW1H@[FI9/T^[>BG9:A=ZQN+;G;DMSUK6EUBJD%])!,ZS(B:KYCYU\:=&#_EJX+$FIU:@G=N0DM<>)2L?0VU8YJ^2O7 MU1R?O7;85?D+UTG6M_5VNVRR;*].&0^1V,NWO,>4D968E(K#:6V:NF'EA MXI(Y00(V8V,'9J\/O=9!&J(ZZHUFV4BK7IQM+LY*IYS+,G6&1F^T-OL("[M* M7K+KC;^59L7")2[WPA(2MGR=1A47F DAV6Q@BX?IJS)?@A,VN+>=OO:9] MWB0,J*I+(4RXW$UGA^ZZ$S(7W[6CL=+7V",NDW:SKE5W9M4,=K^#F0PC.S+1%)?04!W=.U7^P7@H+&7S U/45-**(QXV!X+^4N M*P\)Z%31OKBKTLC^.M%%3MXEPFM 5"J.#2ELK?F]%DJ&JYKP]*H-_2PMANW^ M@*VA/-0A8B0"B.+M&2 #F!WJ6E^ MON%=E02@Z>K:XD? TL(BU-0TPF\-M3' M&\M9DPJ)^KI\GR0VDYN]'[?:O;=]>.)!I\V0I)('-_):AV^ M.*=*=UQN$P.VP1'@C1""%^3?S]TCP,MR;"?@MXD?<9JZEND3D>FM7EF5%K9P M;74O6NK>%N[2LN->OJENN]M8M3GA/ 00A)=J%0#2"L@?\LZ41-" -QL-NNT: MX$T* @H9Y*.*A>TH.SS2OG6?V5'77;/9U-L-H\*NNYF O=9WM]-HZU:O-]78 M3J[0#AK;U0;[8#A0W@R_UOIF!T8X;<)GK(JAV>KI5KM2)+F6U:/65:_CR*5W M>WG3%()V-F[T>VRK"9%C:N'R M=2LTY$I(7VV?WH-5:TZA3\GEJ:UX;<7K[N_S['BWB7AV,\#Y5%PF(1R*6XG9 MW=\Y3:;L@'PP[_PVWC2^U^CIS7(H?HW60B12HVWJS9YQR"A^)7-K+4-O=LWI M&%@W*@F!ZY.&4SEI*'UOHD*CG$>XW9<$1P:QU5TQO]&T*L]O(#1UIPP O 0; M6V 9N_RF.NSEL-!;![YUX#O/QAH0X?2: MYHS(5VFT#& ++F;C$:PED=-*-#GO+(Y@S9ZAMSK6"42P)@3]EC75=0&L8&M. MA[S:"AZ!%2P3DY:^$%FAOM@N.TYR*1]7ZU);X6"UQ'8]N,AY5 M"LWQJ+^P3TKE\6@'@JMVF8QJ4V_UK-?,=,O8IIFN)AZ]1 1EIZ3HR69_"R10 MKH6+M98C(25.ET0S-'H>G]FR5LT$S5G0%A#>+>-W3;W97.AW#8C&NWOH=Y?? M0+2[))F,W1LQ8'WNUOB$/^L8P)G:G1VO.RNSL2B-:5%1B>I4#4FJ%*PC5,X$ MTMTQNA*77;9F,O@SUR?K%+K<4R*/3H^_!1E&2P1J,UWH&A4K1CKZ?.N7/3MY MP5)5:W #0PI4#5/6TS]S4X3)[H9Y&G/=+[B]]K]%&&"I.\)\%FML:?IH%; > M%PVEFP-8YWL \2/HML)33PFCTCW\FDKY9/;GS-!&KN<1?OJL7HL7VEW2C\#, M(AW A)ELRBK@><+#O!5#,A.JF%=PW[41.1$C4AI>I,+HF?W@'H7.DJ#>BG&S M:>'FLM(ZM';9#&S[E9.RSE[F)9:.CV1Z9>*4B6KUZB#HE.U7:?29305!U33A M:FZ["9>\/FALK@.7;+>%S3O2=EM[W&W+6K[;5G/=;ELMNL[97LH>JG>R&;3S MIGN:1+.I&VUS3K?FE?MP-;'?]BXKL.IBJWTHMBH-JU21Z7TU\[6:[35;C0F[ MBO$*/)MD5\!5,Z\@=!_H@C1]G0NF?&>6K=9?-='Z0AO-=T+E-JY6UT%XW@C59WVX$NF1M)&.%^*$_$;#HG! M0[C9W-"Z8[NL%Q4:(O\B,(/1T*65S1TB$1\YB(6G#&OF_0RYDG8L-N@$"STG M9SI!L[$O3O!W[-CG!0-"-V :,VU)ET&RN"!)4N1H"\!?#VTW!'YYB2C*9\R[ M&M);:@ %A+$KF_W4] 3!66?I&GV:%M1A>H6#.H>==ZVN\;I/-[LYN(75G#KF ME S3VIQ3[X)*&ZVJG7I+-[IFO6TZD6W3\IAR:SKOQ3F?0]DU$;R*T=I%V^+" M/FJ?VQ;O8B/5:>FMGKDYD]O2K:91M<7MFIU#O<:R]]V,BTM.:\1%9TY9"2ET M+2[:G3;O!H@(R@HO;)Q;4A!G]A!N9_>,)WL(SV[A6[)C<-LR5NH8K$T.M5YW M5V5(;E([$EWZSC^$ Y+R<(FX52[VDRW9 K97: %KF+MI 9N^N(]_?)K5[?7+ MS6^7]S>_76L?;RY_O/EX<_\O(J2_'9(FM'NSHZ[00!H/5VD7H+9I1(W-TO"" MI\B$>))Y(0^\J^OA=]);;:1Q[ 9S3@:0<07VL!^ZNO8/X3T)C"6!!#!XYQML M$KM>:T?+G-_ KPQO63YF+F,\82F7#%4WV9JP],Q6[5G87JIG86ER#+W9MO1> MP]@ +Y?:&578OF ]*4L]+_@SK$G.@MFH)(_*2MYG02KWOLO'$Y&(HX].N@^OM5^8^B=;D?O-LO"^JX]XMMJ$D>[, Y7 MCUC,@7%%EG>L6"0477L-\EY>NMJ-EMXY(MG:NBV" &A)5B #ENPONL'(Q>V_P&7B&'N$;=SH\ 1 MGA8'1(F 1T>8SLP=VW"I;1#E4X213#%RJE0>_60G-CIJ12YI"/_*I22=%+D6 M/A?V '$NQYBYD]M#/K];=K=)&:8H2D9CKD*&>3MJ@[EX[I1VDE6]Q8TJE0;6 M.]"#V8%^<:.OVA"+L0LEW+O:-]:AXOO##2RO MOR'V/AYEN$,R%I@)/L*]9>.BT00Y,<"!G\+N,EW6I\"#P X#NN-;4[/=0-UO M6F7S1=M5](W$6ZD_S9]DK'Y$L>GC#JMPW-%H[N:X8W$-878&8NWX#&3_3CM+ M'Q$^VHX\[\S%FMK.#T2.'@9QK1!UK6M290Y%K$TXG1+$+;O9/X6FH%+NNMWO MURNIWM YQ1YL4LS&4IN4Z0Z"1JNEMTL'F#LXO5JAV20E:M>3F#62UPNIJCP3 MO=/4]E3?;P,1GMNPC4CRX+/::P:,YD6KP1@N\M15['; M// T]>1T&A?-]N%DHRM=P -,2$_IK6F2VG:62F]4K:.3\=!LYS<_O;J9!/(= MAA1\YS:Z_C.!9<;[-@=5'+]:MOCN_O;JO_YQ^_']]9>[7*MH[?J?OV+>& E[ M\_[ZP\W5S3W7"IU0%CGEV^=0(/XNF &2DU/CP^^,-FDG$**'! ^$=[7H;G[##].&2=O#O.5_[&=NX-\UKAH8(LJB-4QHOXQL$-JU/[>#<'T M!F%$5_TH"&<"$(9*C1_X A'>1HB3// @2A=\;6?>V&0Q(RT2?GJ7/>#[0(4; MSO*:M2,8*YEW-_PL@2D_N9YXD)>!>!S$;I*WN.V82)@8_^(T9.62F#!5#T2< MFLAP("'R3HH?3"V7O/ .JY2[@78B3$P-SQ4+Y4E:G24+SI0X2;EI]W33:.N= MEC4/FP.BS#_X(BY>1;1,N@)](C)WXV-H\T?BTRW0# $ELKTI^\@I ME->3)]R(0"&4@.%_2.S0AOB),"X&$.3;L HNJ#;\(+$],,S)X%$"VPGM.4@\ M1QKZW.5?7D]EYM%G%->U>-N[B)$UZX&A\#R&W2=?9-)U=1I$7<^ARZ4 /)U6HERX[U@JMTI0&WP@VZ4L2F] MM)>A#G;,#K5#<7UU AWA_5,*JID0![\($]IUA0@[S,N M])8&U\BS0,M-GYT?NF*&^ 'S/0TA,@0.X!C,=F*2B FX-<(H/-?^((_EZ D; MWRK1(D6>3X0*2P $(?V(>9$)#>+9G //)#0E7E4Y:[.",S;D""]#YZ_\>_GC M081G)&3+((JCDL6P1,+K_-(VR2NBH0R_M%=X930,$+ON\KPZ#>N91Y%?2BIR M:%(M0T71I6I\TM5FC]I*D"6K^"=,CHVI>&B&P2CH.ZSZX2%G*$ M4,UC,.]B-/:"%P3U0$<8B?")<# (,R(8X95Y6Z)-*,"G'.X%/#(4+H-:L.%3 MK\,?^@%FZ;6'(,# 3N$(Q&G130R@0.BM"L3;UA-H " _24W$5^\-#& MI 8P^4G"/"/M-"IL'QA;; )[0A98Z":.B_R+!Q)"3>&8AQ;HJ-QJ25R\]L9@B:-BQB&!E;^SEP_5C[3?AD M=3(,:XE\1'1(0!D9ML!C;&\7S%92EOUD_DSI@:9N6/(1\'GHDV5Z@UZ #TI" M*/ :*TR]"'_)X$EI(]CE)&X"]*BM M!O',6UNF3=45#[ M"#C_0%L#9\Z>$(>>/Z[J645F%F5=D<#;=,/,TY!V\+#'F!I@W $A/N#D[MR MCTX_EDB7F-8%?R3< =VWL30%)Z+L]X4J&:Y'B9(1/(F"Q/MB2M=%RJ^F&PTVG($LT"E EJ6A MO/1;#/&G^M5D)G@ZC\1F.!^7JP5[SC[C X_<\+R4]2756KI@Y=AIF51,,*-Y;_WY;ZK1_%WAB!FZHZ*9W4#M1*?=7J%PY13$_ M71';RLPO^7QCKR9>ZU8M84 C%@ZIFKF;J!Z#36^'MIV3$ M>^33$ZOK;R("JT!W%B>ZMPY3$QZ=#C@/BP0V3V#2V!@7<+#F\%]D>&P;1N M6^EN"R MY)0%ZEF&AQ5YG8C MW+4%2R6G:GM3VYM]X5UM;W9K;S;8$H4JR82CO<,K"FY8N=DIFRI9.LC>24.4 MVH(=*.]J"W:\$5.9!ș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end XML 17 R55.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Debt - Schedule of Debt (Details) - USD ($)
Dec. 31, 2019
Mar. 31, 2019
Mar. 31, 2018
Debt $ 2,181,578 $ 1,977,030 $ 195,245
Short-term Advance Received on 8/31/18 [Member]      
Debt 65,000 [1] 75,000 [2] [2]
Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 [Member]      
Debt [3] 641,687 [4] [4]
Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 [Member]      
Debt [5] 468,790 [6] [6]
Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 [Member]      
Debt [7] 597,060 [8] [8]
Promissory Note Entered into on 1/16/19 [Member]      
Debt [9] 60,000 [10] [10]
Secured Merchant Agreement for Future Receivables Entered into on 3/28/19 [Member]      
Debt [11] 25,650 [12] [12]
Convertible promissory note entered into on 1/11/19 [Member]      
Debt [13] 26,600 [13] [14]
Convertible promissory note entered into on 2/6/19 [Member]      
Debt [15] 76,686 [15] [16]
Convertible Promissory Note Entered into on 3/14/19 [Member]      
Debt [17] 5,557  
Secured Merchant Agreement for Future Receivables Entered into on 8/16/19 and Refinanced on 12/10/19 [Member]      
Debt [18] 1,594,423  
Secured Merchant Agreement for Future Receivables Entered into on 8/16/19 [Member]      
Debt [19] 454,378  
Convertible promissory note entered into on 8/30/19 [Member]      
Debt [20] 31,948  
Convertible Promissory Note Entered into on 9/11/19 [Member]      
Debt [21] $ 35,829  
[1] In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured. During the nine months ended December 31, 2019 we made payments of $10,000
[2] In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured.
[3] During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense. During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we were required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense. Effective August 16, 2019 this debt was refinanced and the outstanding balance of $316,093 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $451,886 and amortized $126,292 into interest expense.
[4] During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense. During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we are required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense.
[5] During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense. Effective August 16, 2019 this debt was refinanced and the outstanding balance of $297,033 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $413,580 and amortized $241,823 into interest expense.
[6] During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense.
[7] During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense. Effective August 16, 2019 this debt was refinanced and the outstanding balance of $382,000 was rolled into a new debt arrangement, see notation [11] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $509,840 and amortized $294,780 into interest expense.
[8] During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense.
[9] In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. During the nine months ended December 31, 2019, we repaid $60,000 of the amount due under the note.
[10] In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. Subsequent to January 16, 2019, we repaid $60,000 of the amount due under the note.
[11] During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense. During the nine months ended December 31, 2019, we repaid $40,500 and amortized $14,850 into interest expense.
[12] During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense.
[13] In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of April 11, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448. During the nine months ended December 31, 2019, we amortized $114,848 into interest expense, recorded additional interest expense on the note of $40,977 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,425.
[14] In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurs interest at 12% per annum, and has a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the "Returnable Shares") to the note holder as a commitment fee (see Note 9), provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172.
[15] In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurred interest at 12% per annum, and had a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the "Returnable Shares") to the note holder as a commitment fee, provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note had a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172. During the nine months ended December 31, 2019, we amortized $197,486 into interest expense, recorded additional interest expense on the note of $11,136, and paid off the note and accrued interest for $285,308. In accordance with the terms of the agreement the 22,500,000 Returnable Shares were returned and cancelled (see Note 8).
[16] In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of June 14, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726.
[17] In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of June 14, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726. During the nine months ended December 31, 2019, we amortized $133,168 into interest expense, recorded additional interest expense on the note of $43,983 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,708.
[18] During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On August 15, 2019, we received proceeds from this arrangement of $339,270 after paying off $316,093 from a February 2018 agreement (see notation [2] above) and $297,033 from a second February 2019 agreement (see notation [3] above). In accordance with the terms of the agreement, we were required to repay $1,399,000 by making daily ACH payments of $6,823. Accordingly, we recorded $446,604 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Effective December 10, 2019 this debt was refinanced and the outstanding balance of $839,514 was rolled into a new Secured Merchant Agreement for future receivables. During the nine months ended December 31, 2019, prior to the refinance, we repaid $559,486 and amortized $446,605 into interest expense related to the August 2019 arrangement. As a result of the refinancing arrangement we received proceeds of $854,801. In accordance with the terms of the agreement, we were required to repay $2,448,250 by making daily ACH payments of $10,999. Accordingly, we recorded $753,935 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, after the refinance, we repaid $153,986 and amortized $54,094 into interest expense related to the new December 2019 arrangement.
[19] During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. In August 2019, we received proceeds from this arrangement of $418,381 after paying off $382,000 from a October 2018 agreement (see notation [4] above). In accordance with the terms of the agreement, we were required to repay $1,189,150 by making daily ACH payments of $5,801. Accordingly, we recorded $388,769 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, we repaid $533,750 and amortized $187,747 into interest expense.
[20] In August 2019, we entered into a Convertible Promissory Note and received proceeds of $100,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of November 28, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $103,000 and captured loan fees, recorded as interest expense, of $69,048. During the nine months ended December 31, 2019, we amortized $27,783 into interest expense, and recorded additional interest expense on the note of $4,165.
[21] In September 2019, we entered into a Convertible Promissory Note and received proceeds of $125,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of December 10, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $128,000 and captured loan fees, recorded as interest expense, of $53,573. During the nine months ended December 31, 2019, we amortized $31,158 into interest expense, and recorded additional interest expense on the note of $4,671.
XML 18 R72.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes - Schedule of Provision for Income Tax (Details) (10-K) - USD ($)
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Income Tax Disclosure [Abstract]    
Book income (loss) $ (1,493,400) $ (4,473,900)
Stock for services 32,800 2,048,200
Gain on settlement - derivative and equity derived 955,900
Amortization (33,100) 313,200
Contingent liability (45,000) 45,000
Unrealized loss on cryptocurrency (31,900) 40,700
Meals and entertainment 12,400 6,200
Non-cash interest expense 315,800 5,700
Depreciation (7,200) (2,800)
Related party accruals 1,500 (1,500)
Related party accrued payroll 174,600
Gain on bargain purchase (291,400)
Loss on value of derivative liabilities 64,300
Stock issued for loan fees 21,000
Amortization of prepaid paid for with equity 45,100
Valuation allowance 1,234,500 1,063,300
Total long-term deferred income tax assets
XML 19 R13.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Debt
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Debt Disclosure [Abstract]    
Debt

NOTE 6 – DEBT

 

Our debt consisted of the following:

 

    December 31, 2019     March 31, 2019  
Short-term advance received on 8/31/18 [1]   $ 65,000     $ 75,000  
Secured merchant agreement for future receivables entered into on 2/14/19 [2]     -       641,687  
Secured merchant agreement for future receivables entered into on 2/14/19 [3]     -       468,790  
Secured merchant agreements for future receivables entered into on 2/14/19 [4]     -       597,060  
Promissory note entered into on 1/16/19 [5]     -       60,000  
Secured merchant agreements for future receivables entered into on 3/28/19 [6]     -       25,650  
Convertible promissory note entered into on 1/11/19 [7]     -       26,600  
Convertible promissory note entered into on 2/6/19 [8]     -       76,686  
Convertible promissory note entered into on 3/14/19 [9]     -       5,557  
Secured merchant agreement for future receivables entered into on 8/16/19 and         refinanced on 12/10/19 [10]     1,594,423       -  
Secured merchant agreement for future receivables entered into on 8/16/19 [11]     454,378       -  
Convertible promissory note entered into on 8/30/19 [12]     31,948       -  
Convertible promissory note entered into on 9/11/19 [13]     35,829       -  
    $ 2,181,578     $ 1,977,030  

 

 

[1] In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured. During the nine months ended December 31, 2019 we made payments of $10,000
   
[2] During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense.
   
  During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense.

 

  During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we were required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense.
   
  Effective August 16, 2019 this debt was refinanced and the outstanding balance of $316,093 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $451,886 and amortized $126,292 into interest expense.
   
[3] During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense.
   
  During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense.
   
  Effective August 16, 2019 this debt was refinanced and the outstanding balance of $297,033 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $413,580 and amortized $241,823 into interest expense.
   
[4] During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense.
   
  During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense.
   
  Effective August 16, 2019 this debt was refinanced and the outstanding balance of $382,000 was rolled into a new debt arrangement, see notation [11] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $509,840 and amortized $294,780 into interest expense.
   
[5] In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. During the nine months ended December 31, 2019, we repaid $60,000 of the amount due under the note.
   
[6] During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense. During the nine months ended December 31, 2019, we repaid $40,500 and amortized $14,850 into interest expense.

 

[7] In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of April 11, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448. During the nine months ended December 31, 2019, we amortized $114,848 into interest expense, recorded additional interest expense on the note of $40,977 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,425.
   
[8] In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurred interest at 12% per annum, and had a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the “Returnable Shares”) to the note holder as a commitment fee, provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note had a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172. During the nine months ended December 31, 2019, we amortized $197,486 into interest expense, recorded additional interest expense on the note of $11,136, and paid off the note and accrued interest for $285,308. In accordance with the terms of the agreement the 22,500,000 Returnable Shares were returned and cancelled (see Note 8).
   
[9] In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of June 14, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726. During the nine months ended December 31, 2019, we amortized $133,168 into interest expense, recorded additional interest expense on the note of $43,983 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,708.
   
[10] During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On August 15, 2019, we received proceeds from this arrangement of $339,270 after paying off $316,093 from a February 2018 agreement (see notation [2] above) and $297,033 from a second February 2019 agreement (see notation [3] above). In accordance with the terms of the agreement, we were required to repay $1,399,000 by making daily ACH payments of $6,823. Accordingly, we recorded $446,604 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid.
   
  Effective December 10, 2019 this debt was refinanced and the outstanding balance of $839,514 was rolled into a new Secured Merchant Agreement for future receivables. During the nine months ended December 31, 2019, prior to the refinance, we repaid $559,486 and amortized $446,605 into interest expense related to the August 2019 arrangement. As a result of the refinancing arrangement we received proceeds of $854,801. In accordance with the terms of the agreement, we were required to repay $2,448,250 by making daily ACH payments of $10,999. Accordingly, we recorded $753,935 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, after the refinance, we repaid $153,986 and amortized $54,094 into interest expense related to the new December 2019 arrangement.
   
[11] During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. In August 2019, we received proceeds from this arrangement of $418,381 after paying off $382,000 from a October 2018 agreement (see notation [4] above). In accordance with the terms of the agreement, we were required to repay $1,189,150 by making daily ACH payments of $5,801. Accordingly, we recorded $388,769 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, we repaid $533,750 and amortized $187,747 into interest expense.

 

[12] In August 2019, we entered into a Convertible Promissory Note and received proceeds of $100,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of November 28, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $103,000 and captured loan fees, recorded as interest expense, of $69,048. During the nine months ended December 31, 2019, we amortized $27,783 into interest expense, and recorded additional interest expense on the note of $4,165.
   
[13] In September 2019, we entered into a Convertible Promissory Note and received proceeds of $125,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of December 10, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $128,000 and captured loan fees, recorded as interest expense, of $53,573. During the nine months ended December 31, 2019, we amortized $31,158 into interest expense, and recorded additional interest expense on the note of $4,671.

 

In addition to the above debt transactions that were outstanding as of September 30, 2019 and March 31, 2019, during the nine months ended December 31, 2019, we also received proceeds of $200,000 from two additional short-term notes ($100,000 each) and received proceeds of $140,000 from a convertible promissory note. During the nine months ended December 31, 2019, we recorded interest expense of $30,000 for fixed interest and extension fees on the short-term notes and made total cash payments of $230,000 to extinguish the interest and principal amounts due on the short-term notes. During the nine months ended December 31, 2019, we accounted for the conversion feature in the convertible note as a derivative instrument, therefore at inception recorded a debt discount of $143,000 and captured loan fees, recorded as interest expense, of $718,518. By the time we repaid the convertible note in December of 2019 we had amortized the full $143,000 into interest expense, recorded additional interest expense on the note of $45,094 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $188,094.

NOTE 7 – DEBT

 

Our debt consisted of the following:

 

    Year Ended March 31,  
    2019     2018  
Revenue share agreement entered into on 6/28/16 [1]   $ -     $ 195,245  
Short-term advance received on 8/31/18 [2]     75,000       -  
Secured merchant agreement for future receivables entered into on 2/14/19 [3]     641,687       -  
Secured merchant agreement for future receivables entered into on 2/14/19 [4]     468,790       -  
Secured merchant agreements for future receivables entered into on 2/14/19 [5]     597,060       -  
Promissory note entered into on 1/16/19 [6]     60,000       -  
Secured merchant agreements for future receivables entered into on 3/28/19 [7]     25,650       -  
Convertible promissory note entered into on 1/11/19 [8]     26,600       -  
Convertible promissory note entered into on 2/6/19 [9]     76,686       -  
Convertible promissory note entered into on 3/14/19 [10]     5,557       -  
    $ 1,977,030     $ 195,245  

 

  [1] 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 year ended March 31, 2019, we repaid $195,245.
     
  [2] In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured.
     
  [3] During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense.
     
    During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense.
     
    During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we are required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense.

 

  [4] During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense.
     
    During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense.
     
  [5] During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense.
     
    During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense.
     
  [6] In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. Subsequent to January 16, 2019, we repaid $60,000 of the amount due under the note.
     
  [7] During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense.
     
  [8] In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of April 11, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448.

 

  [9] In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurs interest at 12% per annum, and has a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the “Returnable Shares”) to the note holder as a commitment fee (see Note 9), provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172.
     
  [10] In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of June 14, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726.

 

In addition to the above debt transactions that were outstanding as of March 31, 2019 and 2018, during the year ended March 31, 2019, we also received proceeds of $530,000 from short-term notes. During the year ended March 31, 2019, we recorded interest expense of $51,000 for fixed interest amounts due on the notes and made total cash payments of $581,000 to extinguish the interest and principal amounts due on the notes.

XML 20 R17.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Operating Lease
9 Months Ended
Dec. 31, 2019
Leases [Abstract]  
Operating Lease

NOTE 10 – OPERATING LEASE

 

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases. Leases are classified as either finance or operating with classification affecting the pattern of expense recognition in the statement of operations. We adopted ASU No. 2016-02 on April 1, 2019. We did not record a lease asset and lease liability as of the adoption date as we had no lease arrangements or lease obligation at that time.

 

During the nine months ended December 31, 2019 we entered two operating leases for office space in Eatontown, New Jersey (the “Eatontown Lease”) and Kaysville, Utah (the “Kaysville Lease”). We have the option to extend the three year lease term of the Eatontown Lease for a period of one year. In addition, we are obligated to pay twelve monthly installments to cover an annual utility charge of $1.75 per rentable square foot for electric usage within the demised premises. As the lessor has the right to digitally meter and charge us accordingly, these payments were deemed variable and will be expensed as incurred. During the three and nine months ended December 31, 2019 the variable lease costs amounted to $831 and $1,385, respectively. At commencement of the Eatontown Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $110,097. We have the option to extend the twelve-and-a-half-month lease term of the Kaysville Lease for a period of one year. At commencement of the Kaysville Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $21,147.

 

Operating lease expense was $16,397 and $24,630 for the three and nine months ended December 31, 2019, respectively. Operating cash flows used for the operating leases during the three and nine months ended December 31, 2019 were $12,897 and $18,797, respectively. As of December 31, 2019, the weighted average remaining lease term was 2.34 years and the weighted average discount rate was 12%.

 

Future minimum lease payments under non-cancellable leases as of December 31, 2019 were as follows:

 

Remainder of 2020   $ 14,897  
2021     56,794  
2022     48,000  
2023     16,000  
Total     135,691  
Less: Interest     (17,294 )
Present value of lease liability     118,397  
Operating lease liability, current [1]     (59,064 )
Operating lease liability, long term   $ 59,333  

 

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

XML 21 R9.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Recent Accounting Pronouncements
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Accounting Changes and Error Corrections [Abstract]    
Recent Accounting Pronouncements

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

 

There are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would have a material impact on the financial statements of the Company.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. ASU 2016-02 changes the accounting for leased assets, principally by requiring balance sheet recognition of assets under lease arrangements. It is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2018. In June of 2019, we signed a three-year lease agreement for office space in Eatontown, New Jersey, therefore we will adopt this standard effective April 1, 2019 and will account for our new lease agreement accordingly. We note that the adoption of ASU 2016-02 will have no other impact of on our consolidated financial statements.

 

There are no additional recently issued accounting pronouncements that we have not yet adopted that we believe are applicable or would have a material impact on our financial statements.

XML 22 R1.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Document and Entity Information
9 Months Ended
Dec. 31, 2019
Cover [Abstract]  
Entity Registrant Name Investview, Inc.
Entity Central Index Key 0000862651
Document Type S-1
Amendment Flag false
Entity Filer Category Non-accelerated Filer
Entity Small Business Flag true
Entity Emerging Growth Company false
XML 23 R5.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)
Common Stock [Member]
Additional Paid-In Capital [Member]
Treasury Stock [Member]
Accumulated Other Comprehensive Income [Member]
Accumulated Deficit [Member]
Noncontrolling Interest [Member]
Total
Balance at Mar. 31, 2017 $ 125,890 $ 805,637 $ (8,589) $ (5,154,387) $ (4,231,449)
Balance, shares at Mar. 31, 2017 125,889,455            
Foreign currency translation adjustment (2,483) (2,483)
Common stock issued for cash $ 267,128 2,228,260 2,495,388
Common stock issued for cash, shares 267,127,500            
Common stock issued for license agreement $ 80,000 2,176,000 2,256,000
Common stock issued for license agreement, shares 80,000,000            
Common stock issued for services $ 94,375 6,632,860 6,727,235
Common stock issued for services, shares 94,375,333            
Common stock issued in settlement of debt $ 239,576 5,377,558 5,617,134
Common stock issued in settlement of debt, shares 239,575,884            
Wealth Generators reverse acquisition $ 1,358,670 (804,759) 553,911
Wealth Generators reverse acquisition, shares 1,358,670,942            
Offering costs $ 4,273 (269,273) (265,000)
Offering costs, shares 4,273,504            
Common stock cancelled $ (250) 250
Common stock cancelled, shares (250,000)            
Cancellation of treasury stock $ (1) (8,588) 8,589
Cancellation of treasury stock, shares (1,300)            
Net income (loss) (14,931,560) 18,544 (14,913,016)
Balance at Mar. 31, 2018 $ 2,169,661 16,137,945 (2,483) (20,085,947) 18,544 (1,762,280)
Balance, shares at Mar. 31, 2018 2,169,661,318            
Foreign currency translation adjustment   3,618 3,618
Net income (loss)   (1,375,113) (16,224) (1,391,337)
Balance at Jun. 30, 2018 $ 2,169,661 16,137,945   1,135 (21,461,060) 2,320 (3,149,999)
Balance, shares at Jun. 30, 2018 2,169,661,318            
Balance at Mar. 31, 2018 $ 2,169,661 16,137,945 (2,483) (20,085,947) 18,544 (1,762,280)
Balance, shares at Mar. 31, 2018 2,169,661,318            
Net income (loss)             (1,010,697)
Balance at Dec. 31, 2018 $ 2,213,661 17,112,945   4,728 (21,091,245) 13,145 (1,746,766)
Balance, shares at Dec. 31, 2018 2,213,661,318            
Balance at Mar. 31, 2018 $ 2,169,661 16,137,945 (2,483) (20,085,947) 18,544 (1,762,280)
Balance, shares at Mar. 31, 2018 2,169,661,318            
Foreign currency translation adjustment 3,846 3,846
Common stock issued for acquisition $ 50,000 750,000 800,000
Common stock issued for acquisition, shares 50,000,000            
Common stock issued for services and compensation $ 402,000 6,385,600 6,787,600
Common stock issued for services and compensation, shares 402,000,000            
Common stock repurchase $ (7,000) (84,000) (91,000)
Common stock repurchase, shares (7,000,000)            
Common stock issued as commitment fees $ 22,500 47,372 69,872
Common stock issued as commitment fees, shares 22,500,000            
Offering costs $ 3,000 522,000 525,000
Offering costs, shares 3,000,000            
Net income (loss) (5,011,036) 32,941 (4,978,095)
Balance at Mar. 31, 2019 $ 2,640,161 23,758,917 1,363 (25,096,983) 51,485 1,354,943
Balance, shares at Mar. 31, 2019 2,640,161,318            
Balance at Jun. 30, 2018 $ 2,169,661 16,137,945   1,135 (21,461,060) 2,320 (3,149,999)
Balance, shares at Jun. 30, 2018 2,169,661,318            
Foreign currency translation adjustment   123 123
Common stock issued for acquisition $ 50,000 1,050,000   1,100,000
Common stock issued for acquisition, shares 50,000,000            
Common stock issued for services and compensation $ 1,000 9,000   10,000
Common stock issued for services and compensation, shares 1,000,000            
Common stock repurchase $ (7,000) (84,000)   (91,000)
Common stock repurchase, shares (7,000,000)            
Net income (loss)   849,791 (16,788) 833,003
Balance at Sep. 30, 2018 $ 2,213,661 17,112,945   1,258 (20,611,269) (14,468) (1,297,873)
Balance, shares at Sep. 30, 2018 2,213,661,318            
Foreign currency translation adjustment   3,470 3,470
Net income (loss)   (479,976) 27,613 (452,363)
Balance at Dec. 31, 2018 $ 2,213,661 17,112,945   4,728 (21,091,245) 13,145 (1,746,766)
Balance, shares at Dec. 31, 2018 2,213,661,318            
Balance at Mar. 31, 2019 $ 2,640,161 23,758,917 1,363 (25,096,983) 51,485 1,354,943
Balance, shares at Mar. 31, 2019 2,640,161,318            
Foreign currency translation adjustment   (18,975) (18,975)
Common stock issued for cash $ 39,216 285,784   325,000
Common stock issued for cash, shares 39,215,648            
Offering costs 101,387   101,387
Deconsolidation of Kuvera LATAM   (51,485) (51,485)
Net income (loss)   (3,005,955) (3,005,955)
Balance at Jun. 30, 2019 $ 2,679,377 24,146,088   (17,612) (28,102,938) (1,295,085)
Balance, shares at Jun. 30, 2019 2,679,376,966            
Balance at Mar. 31, 2019 $ 2,640,161 23,758,917 1,363 (25,096,983) 51,485 1,354,943
Balance, shares at Mar. 31, 2019 2,640,161,318            
Common stock issued for cash             $ 825,000
Common stock issued for cash, shares             59,215,648
Common stock issued for services             $ 3,865,500
Common stock issued for services, shares             241,000,000
Net income (loss)             $ (8,587,449)
Balance at Dec. 31, 2019 $ 3,003,490 24,618,312   3,430 (33,684,432) 6,059,200
Balance, shares at Dec. 31, 2019 3,003,490,408            
Balance at Jun. 30, 2019 $ 2,679,377 24,146,088   (17,612) (28,102,938) (1,295,085)
Balance, shares at Jun. 30, 2019 2,679,376,966            
Foreign currency translation adjustment   (1,585) (1,585)
Common stock issued for services and compensation $ 241,000 1,274,915   1,515,915
Common stock issued for services and compensation, shares 241,000,000            
Common stock repurchase $ (5) (97)   (102)
Common stock repurchase, shares (5,150)            
Common stock issued for cash $ 13,000 312,000   325,000
Common stock issued for cash, shares 13,000,000            
Common stock cancelled $ (222,500) (3,157,500)   (3,380,000)
Common stock cancelled, shares (222,500,000)            
Beneficial conversion feature 1,000,000   1,000,000
Net income (loss)   (1,753,566) (1,753,566)
Balance at Sep. 30, 2019 $ 2,710,872 23,575,406   (19,197) (29,856,504) (3,589,423)
Balance, shares at Sep. 30, 2019 2,710,871,816            
Foreign currency translation adjustment   22,627 22,627
Common stock issued for services and compensation $ 285,618 874,906   1,160,524
Common stock issued for services and compensation, shares 285,618,592            
Common stock issued for cash $ 7,000 168,000   175,000
Common stock issued for cash, shares 7,000,000            
Net income (loss)   (3,827,928) (3,827,928)
Balance at Dec. 31, 2019 $ 3,003,490 $ 24,618,312   $ 3,430 $ (33,684,432) $ 6,059,200
Balance, shares at Dec. 31, 2019 3,003,490,408            
XML 24 R34.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies - Schedule of Fixed Assets (Details) - USD ($)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Mar. 31, 2018
Property, plant and equipment, gross $ 4,197,375    
Accumulated amortization (333,034) $ (12,505) $ (7,173)
Net book value $ 3,864,341 $ 13,528 $ 18,860
Furniture, Fixtures, and Equipment [Member]      
Estimated useful lives of fixed assets 10 years 10 years  
Property, plant and equipment, gross $ 11,372    
Computer Equipment [Member]      
Estimated useful lives of fixed assets 3 years 3 years  
Property, plant and equipment, gross $ 19,533    
Data Processing Equipment [Member]      
Estimated useful lives of fixed assets 3 years    
Property, plant and equipment, gross $ 4,166,470    
XML 25 R30.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Organization and Nature of Business (Details Narrative) (10-K) - USD ($)
9 Months Ended 12 Months Ended
Jul. 20, 2018
Jun. 06, 2017
Apr. 02, 2017
Dec. 31, 2019
Mar. 31, 2019
Mar. 31, 2017
Entity incorporation, date of incorporation       Jan. 30, 1946 Jan. 30, 1946  
Contribution Agreement [Member] | Wealth Generators, LLC [Member]            
Percentage on contributed shares     100.00%     100.00%
Number of shares exchanged for common stock     1,358,670,942     1,358,670,942
Acquisition Agreement [Member] | Market Trend Strategies, LLC [Member]            
Value pre-merger liabilities   $ 419,139        
Purchase Agreement [Member]            
Number of shares purchased 50,000,000          
Purchase Agreement [Member] | United Games Marketing, LLC [Member]            
Number of shares purchased 50,000,000          
XML 26 R38.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)
Dec. 31, 2019
Mar. 31, 2019
Mar. 31, 2018
Cryptocurrencies $ 156,448 $ 142,061 $ 480,370
Total Assets 156,448 142,061 480,370
Derivative liability 383,670 1,358,901
Total Liabilities 383,670 1,358,901
Level 1 [Member]      
Cryptocurrencies 156,448 142,061 480,370
Total Assets 156,448 142,061 480,370
Derivative liability
Total Liabilities
Level 2 [Member]      
Cryptocurrencies
Total Assets
Derivative liability 1,358,901
Total Liabilities 1,358,901
Level 3 [Member]      
Cryptocurrencies
Total Assets
Derivative liability 383,670
Total Liabilities $ 383,670
XML 27 R29.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Organization and Nature of Business (Details Narrative) - USD ($)
9 Months Ended 12 Months Ended
Jul. 20, 2018
Jun. 06, 2017
Apr. 02, 2017
Dec. 31, 2019
Mar. 31, 2019
Mar. 31, 2017
Entity incorporation, date of incorporation       Jan. 30, 1946 Jan. 30, 1946  
Contribution Agreement [Member] | Wealth Generators, LLC [Member]            
Percentage on contributed shares     100.00%     100.00%
Number of shares exchanged for common stock     1,358,670,942     1,358,670,942
Acquisition Agreement [Member] | Market Trend Strategies, LLC [Member]            
Value pre-merger liabilities   $ 419,139        
Purchase Agreement [Member]            
Number of shares purchased 50,000,000          
Purchase Agreement [Member] | United Games Marketing, LLC [Member]            
Number of shares purchased 50,000,000          
XML 28 R21.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies (Tables)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Accounting Policies [Abstract]    
Schedule of Exchange Rates

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates.

 

    December 31, 2019     March 31, 2019  
Euro to USD     1.12165       1.12200  
Colombian Peso to USD     n/a       0.00031  

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods.

 

    Nine Months Ended December 31,  
    2019     2018  
Euro to USD     1.11443       n/a  
Colombian Peso to USD     n/a       0.00034  

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates:

 

    March 31,
2019
    March 31,
2018
 
Euro to USD     1.12200       n/a  
Colombian Peso to USD     0.00031       0.00036  

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods:

 

    Year ended March 31,  
    2019     2018  
Euro to USD     1.13580       n/a  
Colombian Peso to USD     0.00033       0.00034  

Schedule of Fixed Assets

As of December 31, 2019 fixed assets were made up of the following:

 

    Estimated        
    Useful        
    Life        
    (years)     Value  
Furniture, fixtures, and equipment     10     $ 11,372  
Computer equipment     3       19,533  
Data processing equipment     3       4,166,470  
              4,197,375  
Accumulated amortization as of December 31, 2019             (333,034 )
Net book value, December 31, 2019           $ 3,864,341  

Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives as follows:

 

Furniture, fixtures, and equipment   10 years  
Computer equipment   3 years  

Schedule of Long-Lived Assets

    Estimated        
    Useful        
    Life        
    (years)     Value  
FireFan mobile application     4     $ 331,000  
Back office software     10       408,000  
Tradename/trademark - FireFan     5       248,000  
Tradename/trademark - United Games     0.45       4,000  
Customer contracts/relationships     n/a       -  
              991,000  
Accumulated amortization as of December 31, 2019             (254,949 )
Net book value, December 31, 2019           $ 736,051  

    Estimated        
    Useful        
    Life        
    (years)     Value  
FireFan mobile application     4     $ 331,000  
Back office software     10       408,000  
Tradename/trademark - FireFan     5       248,000  
Tradename/trademark - United Games     0.45       4,000  
Customer contracts/relationships     5       825,000  
              1,816,000  
Accumulated amortization as of March 31, 2019             (239,315 )
Net book value, March 31, 2019           $ 1,576,685  

Schedule of Amortization Expense

Amortization expense is expected to be as follows:

 

Remainder of 2020   $ 43,169  
Fiscal year ending March 31, 2021     173,150  
Fiscal year ending March 31, 2022     173,150  
Fiscal year ending March 31, 2023     115,338  
Fiscal year ending March 31, 2024     55,748  
Fiscal year ending March 31, 2025 and beyond     175,496  
    $ 736,051  

Amortization expense is expected to be as follows:

 

Fiscal year ending March 31, 2020   $ 338,150  
Fiscal year ending March 31, 2021     338,150  
Fiscal year ending March 31, 2022     338,150  
Fiscal year ending March 31, 2023     280,565  
Fiscal year ending March 31, 2024 and beyond     281,670  
    $ 1,576,685  

Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2019:

 

    Level 1     Level 2     Level 3     Total  
Cryptocurrencies   $ 156,448     $   -     $ -     $ 156,448  
Total Assets   $ 156,448     $ -     $ -     $ 156,448  
                                 
Derivative liability   $ -     $ -     $ 383,670     $ 383,670  
Total Liabilities   $ -     $ -     $ 383,670     $ 383,670  

 

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, 2019:

 

    Level 1     Level 2     Level 3     Total  
Cryptocurrencies   $ 142,061     $   -     $ -     $ 142,061  
Total Assets   $ 142,061     $ -     $ -     $ 142,061  
                                 
Derivative liability   $ -     $ -     $ 1,358,901     $ 1,358,901  
Total Liabilities   $ -     $ -     $ 1,358,901     $ 1,358,901  

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, 2019:

 

    Level 1     Level 2     Level 3     Total  
Cryptocurrencies   $ 142,061     $ -     $ -     $ 142,061  
Total Assets   $ 142,061     $ -     $ -     $ 142,061  
                                 
Derivative liability   $ -     $ 1,358,901     $ -     $ 1,358,901  
Total Liabilities   $ -     $ 1,358,901     $ -     $ 1,358,901  

 

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, 2018:

 

    Level 1     Level 2     Level 3     Total  
Cryptocurrencies   $ 480,370     $ -     $ -     $ 480,370  
Total Assets   $ 480,370     $ -     $ -     $ 480,370  
                                 
Total Liabilities   $ -     $ -     $ -     $ -  

Schedule of Sale and Leaseback Transactions

During the nine months ended December 31, 2019 we had the following activity related to our sale and leaseback transactions:

 

Proceeds from sales of APEX   $ 9,693,141  
Interest recognized on financial liability     877,352  
Payments made for leased equipment     (1,341,100 )
Total financial liability     9,229,393  
Other current liabilities [1]     (7,576,800 )
Other long-term liabilities   $ 1,652,593  

 

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

 
Schedule of Revenue Generated

Revenue generated for the nine months ended December 31, 2019 is as follows:

 

   

Subscription

Revenue

    Equipment Sales     Cryptocurrency Mining Service Revenue     Mining Revenue     Fee Revenue     Total  
Gross billings/receipts   $ 21,214,747     $        -     $         -     $ 380,871     $ 9,486     $ 21,605,104  
Refunds, incentives, credits, and chargebacks     (1,887,656 )     -       -       -       -       (1,887,656 )
Amounts paid to supplier     -       -       -       -       -       -  
Net revenue   $ 19,327,091     $ -     $ -     $ 380,871     $ 9,486     $ 19,717,448  

 

Revenue generated for the nine months ended December 31, 2018 is as follows:

 

   

Subscription

Revenue

    Equipment Sales     Cryptocurrency Mining Service Revenue     Mining Revenue     Fee Revenue     Total  
Gross billings/receipts   $ 21,882,005     $ 698,954     $ 5,690,380     $ -     $ -     $ 28,271,389  
Refunds, incentives, credits, and chargebacks     (1,047,007 )     (4,000 )     (6,501 )     -       -       (1,057,508 )
Amounts paid to supplier     -       -       (3,871,278 )     -       -       (3,871,278  
Net revenue   $ 20,835,048     $ 694,954     $ 1,812,601     $ -     $ -     $ 23,342,603  

 

Revenue generated for the three months ended December 31, 2019 is as follows:

 

   

Subscription

Revenue

    Equipment Sales     Cryptocurrency Mining Service Revenue     Mining Revenue     Fee Revenue     Total  
Gross billings/receipts   $ 5,096,886     $        -     $            -     $ 380,871     $ 4,117     $ 5,481,874  
Refunds, incentives, credits, and chargebacks     (518,263 )     -       -       -       -       (518,263 )
Amounts paid to supplier     -       -       -       -       -       -  
Net revenue   $ 4,578,623     $ -     $ -     $ 380,871     $ 4,117     $ 4,963,611  

 

Revenue generated for the three months ended December 31, 2018 is as follows:

 

   

Subscription

Revenue

    Equipment Sales     Cryptocurrency Mining Service Revenue     Mining Revenue     Fee Revenue     Total  
Gross billings/receipts   $ 7,204,415     $ 698,954     $ 40,779     $        -     $      -     $ 7,944,148  
Refunds, incentives, credits, and chargebacks     (200,613 )     (4,000 )     (6,501 )     -       -       (211,114 )
Amounts paid to supplier     -       -       -       -       -       -  
Net revenue   $ 7,003,802     $ 694,954     $ 34,278     $ -     $ -     $ 7,773,034  

Revenue generated for the year ended March 31, 2019, was as follows:

 

    Subscription
Revenue
    Equipment Sales     Cryptocurrency
Mining Revenue
    Total  
Gross billings   $ 28,518,660     $ 698,954     $ 5,775,269     $ 34,992,883  
Refunds, incentives, credits, and chargebacks     (1,495,458 )     (4,000 )     (6,501 )     (1,505,959 )
Amounts paid to supplier     -       -       (3,827,843 )     (3,827,843 )
Net revenue   $ 27,023,202     $ 694,954     $ 1,940,925     $ 29,659,081  

 

Revenue generated for the year ended March 31, 2018, was as follows:

 

    Subscription
Revenue
    Equipment Sales     Cryptocurrency
Mining Revenue
    Total  
Gross billings   $ 14,758,614     $ -     $ 8,885,798     $ 23,644,412  
Refunds, incentives, credits, and chargebacks     (859,035 )     -       -       (859,035 )
Amounts paid to supplier     -       -       (4,867,945 )     (4,867,945 )
Net revenue   $ 13,899,579     $ -     $ 4,017,853     $ 17,917,432  

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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

 

    December 31,
2019
    December 31,
2018
 
Options to purchase common stock     -       35,000  
Warrants to purchase common stock     125,000       6,052,497  
Notes convertible into common stock     11,080,447       -  
Totals     11,205,447       6,087,497  

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

 

    March 31, 2019     March 31, 2018  
Convertible notes payable     -       -  
Options to purchase common stock     35,000       35,000  
Warrants to purchase common stock     5,052,497       6,169,497  
Notes convertible into common stock     52,162,055       -  
Total     57,249,552       6,204,497  

XML 29 R25.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Derivative Liability (Tables)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]    
Schedule of Derivative Liability

During the nine months ended December 31, 2019, we had the following activity in our derivative liability account:

 

Derivative liability at March 31, 2019   $ 1,358,901  
Derivative liability recorded on new instruments     1,206,139  
Derivative liability reduced by debt settlement     (1,676,735 )
Change in fair value     (504,635 )
Derivative liability at December 31, 2019   $ 383,670  

During the year ended March 31, 2019, we had the following activity in our derivative liability account:

 

Derivative liability at March 31, 2018   $ -  
Derivative liability recorded on new instruments     1,144,525  
Change in fair value     214,376  
Derivative liability at March 31, 2019   $ 1,358,901  

Schedule of Assumptions Used in Binominal Option Pricing Model

During the nine months ended December 31, 2019, the assumptions used in our binomial option pricing model were in the following range:

 

Risk free interest rate     1.53% - 2.13 %
Expected life in years     0.03 - 1.25  
Expected volatility     250% - 381 %

During the year ended March 31, 2019, the assumptions used in our binomial option pricing model were in the following range:

 

Risk free interest rate     2.40% - 2.58 %
Expected life in years     0.35 - 1.25  
Expected volatility     222% - 268 %

XML 30 R44.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Acquisitions (Details Narrative) (10-K) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Jul. 20, 2018
Apr. 02, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Net income (loss)     $ (3,827,928) $ (479,976) $ (8,587,449) $ (1,005,298) $ (5,011,036) $ (14,913,016)  
United Games, LLC and United League, LLC [Member]                  
Combined revenue $ 1,331,542                
Net income (loss) $ 26,059                
Contribution Agreement [Member] | Wealth Generators, LLC [Member]                  
Percentage on contributed shares   100.00%             100.00%
Number of shares exchanged for common stock   1,358,670,942             1,358,670,942
Purchase Agreement [Member]                  
Common stock issued for acquisition 50,000,000                
Purchase Agreement [Member] | United Games, LLC and United League, LLC [Member]                  
Common stock issued for acquisition 50,000,000           50,000,000    
XML 31 R40.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies - Schedule of Revenue Generated (Details) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Gross billings/receipts $ 5,481,874 $ 7,944,148 $ 21,605,104 $ 28,271,389 $ 34,992,883 $ 23,644,412
Refunds, incentives, credits, and chargebacks (518,263) (211,114) (1,887,656) (1,057,508) (1,505,959) (859,035)
Amounts paid to supplier (3,871,278) (3,827,843) (4,867,945)
Net revenue 4,963,611 7,733,034 19,717,448 23,342,603 29,659,081 17,917,432
Subscription Revenue [Member]            
Gross billings/receipts 5,096,886 7,204,415 21,214,747 21,882,005 28,518,660 14,758,614
Refunds, incentives, credits, and chargebacks (518,263) (200,613) (1,887,656) (1,047,007) (1,495,458) (859,035)
Amounts paid to supplier  
Net revenue 4,578,623 7,003,802 19,327,091 20,835,048 27,023,202 13,899,579
Equipment Sales [Member]            
Gross billings/receipts 698,954 698,954 698,954
Refunds, incentives, credits, and chargebacks (4,000) (4,000) (4,000)
Amounts paid to supplier
Net revenue 694,954 694,954 694,954
Cryptocurrency Mining Revenue [Member]            
Gross billings/receipts 40,779 5,690,380 5,775,269 8,885,798
Refunds, incentives, credits, and chargebacks (6,501) (6,501) (6,501)
Amounts paid to supplier (3,871,278) (3,827,843) (4,867,945)
Net revenue 34,278 1,812,601 $ 1,940,925 $ 4,017,853
Mining Revenue [Member]            
Gross billings/receipts 380,871 380,871    
Refunds, incentives, credits, and chargebacks    
Amounts paid to supplier    
Net revenue 380,871 380,871    
Fee Revenue [Member]            
Gross billings/receipts 4,117 9,486    
Refunds, incentives, credits, and chargebacks    
Amounts paid to supplier    
Net revenue $ 4,117 $ 9,486    
XML 32 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 33 R48.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Related Party Transactions (Details Narrative) (10-K)
12 Months Ended
Mar. 31, 2019
USD ($)
Computer Equipment [Member] | Chief Executive Officer [Member]  
Proceeds from sale of equipment $ 41,500
XML 34 R63.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Stockholders' Equity (Deficit) - Summary of Changes in Employee Stock Options Outstanding and the Related Prices (Details) - USD ($)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Mar. 31, 2018
Equity [Abstract]      
Number of Options Outstanding, Beginning 35,000 35,000 35,000
Number of Options Outstanding, Granted
Number of Options Outstanding, Exercised
Number of Options Outstanding, Cancelled/expired (35,000)
Number of Options Outstanding, Outstanding, Ending 35,000 35,000
Number of Options, Exercisable    
Weighted Average Exercise Price Outstanding, Beginning $ 10.00 $ 10.00 $ 10.00
Weighted Average Exercise Price Outstanding, Granted
Weighted Average Exercise Price Outstanding, Exercised
Weighted Average Exercise Price Outstanding, Cancelled/expired 10.00
Weighted Average Exercise Price Outstanding, Ending 10.00 $ 10.00
Weighted Average Exercise Price, Exercisable  
Weighted Average Remaining Contractual Life Outstanding, Beginning   1 year 6 months 3 days 2 years 6 months 3 days
Weighted Average Remaining Contractual Life Outstanding, Ending 0 years 6 months 3 days 1 year 6 months 3 days
Weighted Average Remaining Contractual Life, Exercisable 0 years 6 months 3 days  
Aggregate Intrinsic Value Outstanding, Beginning
Aggregate Intrinsic Value Outstanding, Ending
Aggregate Intrinsic Value, Exercisable  
XML 35 R67.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Commitments and Contingencies (Details Narrative) (10-K) - USD ($)
1 Months Ended 9 Months Ended 12 Months Ended
Jan. 02, 2019
Jul. 12, 2018
Dec. 31, 2018
Feb. 28, 2018
Dec. 31, 2019
Mar. 31, 2019
CFTC [Member]            
Loss contingency fine amount       $ 150,000   $ 90,000
Kuvera, LLC [Member]            
Wages claim amount   $ 6,500        
Damages seeking value   $ 20,000        
Settlement amount     $ 1,500      
Fibernet Corp [Member]            
Settlement amount         $ 35,160  
Fibernet Corp [Member] | June 2019 [Member]            
Settlement amount           $ 35,160
Settlement Agreement [Member]            
Donation to charity $ 5,000          
XML 36 R20.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies (Policies)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Accounting Policies [Abstract]    
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 nine months ended December 31, 2019, are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2020. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2019 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2019.

Basis of Accounting

 

Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Principles of Consolidation

Principles of Consolidation

 

The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment Tools & Training, LLC, Apex Tek, LLC (formerly Razor Data, LLC), S.A.F.E. Management, LLC, SafeTek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. Through March 31, 2019 we had determined that one affiliated entity, Kuvera LATAM S.A.S., which we previously conducted business with, was a variable interest entity and we were the primary beneficiary of the entity’s activities, which are similar to those of Kuvera, LLC. As a result, through March 31, 2019 we had consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements. Further, because the Company did not have any ownership interest in this variable interest entity, the Company had allocated the contributed capital in the variable interest entity as a component of noncontrolling interest. As of April 1, 2019 Kuvera LATAM S.A.S. had no operations and ceased to exist, therefore, as of that date, no consolidation of the entity is necessary and we recorded a gain on deconsolidation of $53,739 to eliminate the intercompany account with Kuvera LATAM S.A.S. All intercompany transactions and balances have been eliminated in consolidation.

Principles of Consolidation

 

The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment Tools & Training, LLC, Razor Data Corp., S.A.F.E. Management, LLC, SafeTek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. We have determined that one affiliated entity, Kuvera LATAM S.A.S., which we conduct business with, is a variable interest entity and we are the primary beneficiary of the entity’s activities, which are similar to those of Kuvera, LLC. As a result, we have consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements. Further, because we do not have any ownership interest in this variable interest entity, we have allocated the contributed capital in the variable interest entity as a component of noncontrolling interest. All intercompany transactions and balances have been eliminated in consolidation.

Financial Statement Reclassification

Financial Statement Reclassification

 

Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.

 
Use of Estimates

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.

Use of Estimates

 

The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Exchange

Foreign Exchange

 

We have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements and have consolidated the accounts of Kuvera LATAM S.A.S. through March 31, 2019. The operations of Kuvera France S.A.S. are conducted in France and its functional currency is the Euro. The operations of Kuvera LATAM S.A.S. were conducted in Colombia and its functional currency is the Colombian Peso.

 

The financial statements of Kuvera France S.A.S. and Kuvera LATAM S.A.S. are prepared using their respective functional currency and have been translated into U.S. dollars (“USD”). Assets and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders’ equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders’ equity (deficit).

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates.

 

    December 31, 2019     March 31, 2019  
Euro to USD     1.12165       1.12200  
Colombian Peso to USD     n/a       0.00031  

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods.

 

    Nine Months Ended December 31,  
    2019     2018  
Euro to USD     1.11443       n/a  
Colombian Peso to USD     n/a       0.00034  

Foreign Exchange

 

We have consolidated the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into our consolidated financial statements. The operations of Kuvera France S.A.S. are conducted in France and its functional currency is the Euro. The operations of Kuvera LATAM S.A.S. are conducted in Colombia and its functional currency is the Colombian Peso.

 

The financial statements of Kuvera France S.A.S. and Kuvera LATAM S.A.S. are prepared using their respective functional currency and have been translated into U.S. dollars (“USD”). Assets and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders’ equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders’ equity (deficit).

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates:

 

    March 31,
2019
    March 31,
2018
 
Euro to USD     1.12200       n/a  
Colombian Peso to USD     0.00031       0.00036  

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods:

 

    Year ended March 31,  
    2019     2018  
Euro to USD     1.13580       n/a  
Colombian Peso to USD     0.00033       0.00034  

Concentration of Credit Risk  

Concentration of Credit Risk

 

Financial instruments that potentially expose us to concentration of credit risk include cash, accounts receivable, and advances. We place our cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit of $250,000. As of March 31, 2019 and 2018, cash balances that exceeded FDIC limits were $0 and $1,095,329, respectively, and we have not experienced significant losses relating to these concentrations in the past.

Cash and Cash Equivalents  

Cash and Cash Equivalents

 

For purposes of reporting cash flows, we consider all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. As of March 31, 2019 and 2018, we had no cash equivalents.

Receivables  

Receivables

 

Receivables are carried at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual receivables and receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. We had no allowance for doubtful accounts as of March 31, 2019 and 2018.

Cryptocurrencies

Cryptocurrencies

 

We hold cryptocurrency-denominated assets (“cryptocurrencies”) and include them in our consolidated balance sheet as other current assets. We record cryptocurrencies at fair market value and recognize the change in the fair value of our cryptocurrencies as an unrealized gain or loss in the consolidated statement of operations. As of December 31, 2019 and March 31, 2019 the fair value of our cryptocurrencies was $156,448 and $142,061, respectively. During the nine months ended December 31, 2019 we recorded $(657) and $8,445 as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the nine months ended December 31, 2018 we recorded $16,363 and $95,810 as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the three months ended December 31, 2019 we recorded $10 and $(16,885) as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the three months ended December 31, 2018 we recorded $10 and $(16,885) as a total realized and unrealized gain (loss) on cryptocurrency, respectively.

Cryptocurrencies

 

We hold cryptocurrency-denominated assets (“cryptocurrencies”) and include them in our consolidated balance sheet as other current assets. We record cryptocurrencies at fair market value and recognize the change in the fair value of our cryptocurrencies as an unrealized gain or loss in the consolidated statement of operations. As of March 31, 2019 and March 31, 2018, the fair value of our cryptocurrencies was $142,061 and $480,370, respectively. During the year ended March 31, 2019, we recorded $16,241 and $106,488 as realized and unrealized gain (loss) on cryptocurrency, respectively. During the year ended March 31, 2018, we recorded $(10,939) and $(135,729) as realized and unrealized gain (loss) on cryptocurrency, respectively.

Fixed Assets

Fixed Assets

 

Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

 

As of December 31, 2019 fixed assets were made up of the following:

 

    Estimated        
    Useful        
    Life        
    (years)     Value  
Furniture, fixtures, and equipment     10     $ 11,372  
Computer equipment     3       19,533  
Data processing equipment     3       4,166,470  
              4,197,375  
Accumulated amortization as of December 31, 2019             (333,034 )
Net book value, December 31, 2019           $ 3,864,341  

 

Total depreciation expense for the nine months ended December 31, 2019 and 2018, was $320,528 and $4,126, respectively.

Fixed Assets

 

Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives as follows:

 

Furniture, fixtures, and equipment   10 years  
Computer equipment   3 years  

 

When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

 

Fixed assets are presented net of accumulated depreciation of $12,505 and $7,173, as of March 31, 2019 and 2018, respectively. Total depreciation expense for the years ended March 31, 2019 and 2018, was $5,332 and $2,639, respectively.

Long-lived Assets - Intangible Assets & License Agreement

Long-Lived Assets – Intangible Assets & License Agreement

 

We account for our intangible assets and 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 and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.

 

In June of 2017 we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement. Annual amortization over the 15-year life is expected to be $150,400 per year. Amortization recognized for the nine months ended December 31, 2019 and 2018 was $113,315 and $113,315, respectively, and the long-term license agreement was recorded at a net value of $1,869,905 and $1,983,220 as of December 31, 2019 and March 31, 2019, respectively.

 

In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination. Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and are being amortized on a straight-line method over their estimated useful lives. During the nine months ended December 31, 2019 we impaired the value of the customer contracts/relationships originally acquired.

 

    Estimated        
    Useful        
    Life        
    (years)     Value  
FireFan mobile application     4     $ 331,000  
Back office software     10       408,000  
Tradename/trademark - FireFan     5       248,000  
Tradename/trademark - United Games     0.45       4,000  
Customer contracts/relationships     n/a       -  
              991,000  
Accumulated amortization as of December 31, 2019             (254,949 )
Net book value, December 31, 2019           $ 736,051  

 

Amortization expense is expected to be as follows:

 

Remainder of 2020   $ 43,169  
Fiscal year ending March 31, 2021     173,150  
Fiscal year ending March 31, 2022     173,150  
Fiscal year ending March 31, 2023     115,338  
Fiscal year ending March 31, 2024     55,748  
Fiscal year ending March 31, 2025 and beyond     175,496  
    $ 736,051  

Long-Lived Assets – Intangible Assets & License Agreement

 

We account for our intangible assets and long-term license agreement in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC 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 and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.

 

In June of 2017 we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement. Annual amortization over the 15-year life is expected to be $150,400 per year. Amortization recognized for the year ended March 31, 2019 and 2018, was $150,400 and $122,380, respectively, and the long-term license agreement was recorded at a net value of $1,983,220 and $2,133,620 as of March 31, 2019 and 2018, respectively.

 

In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination (see Note 5). Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and are being amortized on a straight-line method over their estimated useful lives.

 

    Estimated        
    Useful        
    Life        
    (years)     Value  
FireFan mobile application     4     $ 331,000  
Back office software     10       408,000  
Tradename/trademark - FireFan     5       248,000  
Tradename/trademark - United Games     0.45       4,000  
Customer contracts/relationships     5       825,000  
              1,816,000  
Accumulated amortization as of March 31, 2019             (239,315 )
Net book value, March 31, 2019           $ 1,576,685  

 

Amortization expense is expected to be as follows:

 

Fiscal year ending March 31, 2020   $ 338,150  
Fiscal year ending March 31, 2021     338,150  
Fiscal year ending March 31, 2022     338,150  
Fiscal year ending March 31, 2023     280,565  
Fiscal year ending March 31, 2024 and beyond     281,670  
    $ 1,576,685  

Impairment of Long-lived Assets

Impairment of Long-Lived Assets

 

We have adopted ASC Subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

 

The Company evaluates the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. During the nine months ended December 31, 2019 and 2018 impairment of $627,452 and $0 was recognized, respectively.

Impairment of Long-Lived Assets

 

We have adopted ASC Subtopic 360-10, Property, Plant and Equipment. ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by us be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

 

We evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.

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.

 

U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

 

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

 

Our financial instruments consist of cash, accounts receivable, accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of December 31, 2019 and March 31, 2019, approximates the fair value due to their short-term nature.

 

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2019:

 

    Level 1     Level 2     Level 3     Total  
Cryptocurrencies   $ 156,448     $   -     $ -     $ 156,448  
Total Assets   $ 156,448     $ -     $ -     $ 156,448  
                                 
Derivative liability   $ -     $ -     $ 383,670     $ 383,670  
Total Liabilities   $ -     $ -     $ 383,670     $ 383,670  

 

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, 2019:

 

    Level 1     Level 2     Level 3     Total  
Cryptocurrencies   $ 142,061     $   -     $ -     $ 142,061  
Total Assets   $ 142,061     $ -     $ -     $ 142,061  
                                 
Derivative liability   $ -     $ -     $ 1,358,901     $ 1,358,901  
Total Liabilities   $ -     $ -     $ 1,358,901     $ 1,358,901  

Fair Value of Financial Instruments

 

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

 

U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

 

  Level 1: Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.
     
  Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:

 

  - quoted prices for similar assets or liabilities in active markets;
  - quoted prices for identical or similar assets or liabilities in markets that are not active;
  - inputs other than quoted prices that are observable for the asset or liability; and
  - inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

  Level 3: Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).

 

Our financial instruments consist of cash, accounts receivable, and accounts payable. We have determined that the book value of our outstanding financial instruments as of March 31, 2019 and March 31, 2018, approximates the fair value due to their short-term nature.

 

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, 2019:

 

    Level 1     Level 2     Level 3     Total  
Cryptocurrencies   $ 142,061     $ -     $ -     $ 142,061  
Total Assets   $ 142,061     $ -     $ -     $ 142,061  
                                 
Derivative liability   $ -     $ 1,358,901     $ -     $ 1,358,901  
Total Liabilities   $ -     $ 1,358,901     $ -     $ 1,358,901  

 

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, 2018:

 

    Level 1     Level 2     Level 3     Total  
Cryptocurrencies   $ 480,370     $ -     $ -     $ 480,370  
Total Assets   $ 480,370     $ -     $ -     $ 480,370  
                                 
Total Liabilities   $ -     $ -     $ -     $ -  

Sale and Leaseback

Sale and Leaseback

 

Through our wholly-owned subsidiary, APEX Tex, LLC, we sell high powered data processing equipment (“APEX”) to our customers and they lease the equipment back to SAFETek, LLC, another of our wholly-owned subsidiaries. We account for these transactions under ASC 842-40 where the leaseback has been deemed a sales-type lease due to the lease term generally covering the entire economic life of the equipment and our likelihood to purchase the asset at the end of the lease term. In accordance with ASC 842-40 we have recorded the data processing equipment as a fixed asset on our balance sheet and we have accounted for the amounts received for the equipment as a financial liability, in other liabilities on our balance sheet. Further, we will recognize interest on the financial liability over the term of the lease to ensure the financial liability equates to the total amounts to be paid over the life of the lease.

 

During the nine months ended December 31, 2019 we had the following activity related to our sale and leaseback transactions:

 

Proceeds from sales of APEX   $ 9,693,141  
Interest recognized on financial liability     877,352  
Payments made for leased equipment     (1,341,100 )
Total financial liability     9,229,393  
Other current liabilities [1]     (7,576,800 )
Other long-term liabilities   $ 1,652,593  

 

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

 

As of December 31, 2019, we have received proceeds of $607,205 in additional deposits for APEX sales, which has been recorded in the customer advance amount shown on our balance sheet.

 
Revenue Recognition

Revenue Recognition

 

Subscription Revenue

 

The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period, therefore we recognize revenue ratably 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 collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.

 

Equipment Sales

 

We generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing activities: protein folding, CGI rendering, Game Streaming, Machine & Deep Learning, Mining, Independent Financial Verification, and general high-speed computing. We recognize equipment sales revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver an equipment package to our customers which includes hardware, software, and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a separate third party that provides such services.

 

Cryptocurrency Mining Service Revenue

 

We generate revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party supplier. We recognize cryptocurrency mining service revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-party to provide mining services to our customers and payment is received at the time of purchase, therefore revenue is recognized upon receipt of payment. We recognize revenue in the amount of the fee to which we are entitled to as an agent, or the amount of consideration that we retain after paying the third-party the consideration received in exchange for the services the third-party is to provide.

 

Mining Revenue

 

Through our wholly owned subsidiary, SAFETek, LLC, we lease equipment under a sales-type lease and use the equipment on blockchain networks to validate and add blocks of transactions to blockchain ledgers (commonly referred to as “mining”). As compensation for mining we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us. Our mining activities constitute our ongoing major and central operations of SAFETek, LLC. Because we do not have contracts, nor do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately granted to us as a result of our mining activities.

 

Fee Revenue

 

We generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we receive payment for such advisory fees in the month following recognition.

 

Revenue generated for the nine months ended December 31, 2019 is as follows:

 

   

Subscription

Revenue

    Equipment Sales     Cryptocurrency Mining Service Revenue     Mining Revenue     Fee Revenue     Total  
Gross billings/receipts   $ 21,214,747     $        -     $         -     $ 380,871     $ 9,486     $ 21,605,104  
Refunds, incentives, credits, and chargebacks     (1,887,656 )     -       -       -       -       (1,887,656 )
Amounts paid to supplier     -       -       -       -       -       -  
Net revenue   $ 19,327,091     $ -     $ -     $ 380,871     $ 9,486     $ 19,717,448  

 

Revenue generated for the nine months ended December 31, 2018 is as follows:

 

   

Subscription

Revenue

    Equipment Sales     Cryptocurrency Mining Service Revenue     Mining Revenue     Fee Revenue     Total  
Gross billings/receipts   $ 21,882,005     $ 698,954     $ 5,690,380     $ -     $ -     $ 28,271,389  
Refunds, incentives, credits, and chargebacks     (1,047,007 )     (4,000 )     (6,501 )     -       -       (1,057,508 )
Amounts paid to supplier     -       -       (3,871,278 )     -       -       (3,871,278  
Net revenue   $ 20,835,048     $ 694,954     $ 1,812,601     $ -     $ -     $ 23,342,603  

 

Revenue generated for the three months ended December 31, 2019 is as follows:

 

   

Subscription

Revenue

    Equipment Sales     Cryptocurrency Mining Service Revenue     Mining Revenue     Fee Revenue     Total  
Gross billings/receipts   $ 5,096,886     $        -     $            -     $ 380,871     $ 4,117     $ 5,481,874  
Refunds, incentives, credits, and chargebacks     (518,263 )     -       -       -       -       (518,263 )
Amounts paid to supplier     -       -       -       -       -       -  
Net revenue   $ 4,578,623     $ -     $ -     $ 380,871     $ 4,117     $ 4,963,611  

 

Revenue generated for the three months ended December 31, 2018 is as follows:

 

   

Subscription

Revenue

    Equipment Sales     Cryptocurrency Mining Service Revenue     Mining Revenue     Fee Revenue     Total  
Gross billings/receipts   $ 7,204,415     $ 698,954     $ 40,779     $        -     $      -     $ 7,944,148  
Refunds, incentives, credits, and chargebacks     (200,613 )     (4,000 )     (6,501 )     -       -       (211,114 )
Amounts paid to supplier     -       -       -       -       -       -  
Net revenue   $ 7,003,802     $ 694,954     $ 34,278     $ -     $ -     $ 7,773,034  

Revenue Recognition

 

Effective April 1, 2018, we adopted the ASC Subtopic 606-10, Revenue from Contracts with Customers. The adoption of ASC 606-10 had no impact on prior year or previously disclosed amounts. In accordance with ASC 606-10, revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.

 

The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably 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 collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.

 

We generate revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party supplier. Our performance obligation is to arrange for the third-party to provide mining services to our customers and payment is received at the time of purchase, therefore revenue is recognized upon receipt of payment. We recognize revenue in the amount of the fee to which we are entitled to as an agent, or the amount of consideration that we retain after paying the third-party the consideration received in exchange for the services the third-party is to provide.

 

We generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing activities: protein folding, CGI rendering, game streaming, machine & deep learning, mining, independent financial verification, and general high-speed computing. Our performance obligation is to deliver an equipment package to our customers that includes hardware, software, and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a separate third party that provides such services.

 

Revenue generated for the year ended March 31, 2019, was as follows:

 

    Subscription
Revenue
    Equipment Sales     Cryptocurrency
Mining Revenue
    Total  
Gross billings   $ 28,518,660     $ 698,954     $ 5,775,269     $ 34,992,883  
Refunds, incentives, credits, and chargebacks     (1,495,458 )     (4,000 )     (6,501 )     (1,505,959 )
Amounts paid to supplier     -       -       (3,827,843 )     (3,827,843 )
Net revenue   $ 27,023,202     $ 694,954     $ 1,940,925     $ 29,659,081  

 

Revenue generated for the year ended March 31, 2018, was as follows:

 

    Subscription
Revenue
    Equipment Sales     Cryptocurrency
Mining Revenue
    Total  
Gross billings   $ 14,758,614     $ -     $ 8,885,798     $ 23,644,412  
Refunds, incentives, credits, and chargebacks     (859,035 )     -       -       (859,035 )
Amounts paid to supplier     -       -       (4,867,945 )     (4,867,945 )
Net revenue   $ 13,899,579     $ -     $ 4,017,853     $ 17,917,432  

Advertising, Selling, and Marketing Costs  

Advertising, Selling, and Marketing Costs

 

We expense advertising, selling, and marketing costs as incurred. Advertising, selling, and marketing costs include costs of promoting our product worldwide, including promotional events. Advertising, selling, and marketing expenses for the years ended March 31, 2019 and 2018, totaled $878,936 and $454,225, respectively.

Income Taxes  

Income Taxes

 

We have adopted ASC Subtopic 740-10, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities 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.

Net Income (Loss) Per Share

Net Income (Loss) per Share

 

We follow ASC subtopic 260-10, Earnings per Share (“ASC 260-10”), which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. 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:

 

    December 31,
2019
    December 31,
2018
 
Options to purchase common stock     -       35,000  
Warrants to purchase common stock     125,000       6,052,497  
Notes convertible into common stock     11,080,447       -  
Totals     11,205,447       6,087,497  

Net Income (Loss) per Share

 

We follow ASC Subtopic 260-10, Earnings per Share, which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. 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:

 

    March 31, 2019     March 31, 2018  
Convertible notes payable     -       -  
Options to purchase common stock     35,000       35,000  
Warrants to purchase common stock     5,052,497       6,169,497  
Notes convertible into common stock     52,162,055       -  
Total     57,249,552       6,204,497  

Lease Obligation

Lease Obligation

 

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

 

Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have elected to not apply the recognition requirements of ASC 842 to short-term leases (leases with terms of twelve months or less). Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. We have elected the practical expedient and will not separate non-lease components from lease components and will instead account for each separate lease component and non-lease component associated with the lease components as a single lease component.

 
XML 38 R24.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Debt (Tables)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Debt Disclosure [Abstract]    
Schedule of Debt

Our debt consisted of the following:

 

    December 31, 2019     March 31, 2019  
Short-term advance received on 8/31/18 [1]   $ 65,000     $ 75,000  
Secured merchant agreement for future receivables entered into on 2/14/19 [2]     -       641,687  
Secured merchant agreement for future receivables entered into on 2/14/19 [3]     -       468,790  
Secured merchant agreements for future receivables entered into on 2/14/19 [4]     -       597,060  
Promissory note entered into on 1/16/19 [5]     -       60,000  
Secured merchant agreements for future receivables entered into on 3/28/19 [6]     -       25,650  
Convertible promissory note entered into on 1/11/19 [7]     -       26,600  
Convertible promissory note entered into on 2/6/19 [8]     -       76,686  
Convertible promissory note entered into on 3/14/19 [9]     -       5,557  
Secured merchant agreement for future receivables entered into on 8/16/19 and         refinanced on 12/10/19 [10]     1,594,423       -  
Secured merchant agreement for future receivables entered into on 8/16/19 [11]     454,378       -  
Convertible promissory note entered into on 8/30/19 [12]     31,948       -  
Convertible promissory note entered into on 9/11/19 [13]     35,829       -  
    $ 2,181,578     $ 1,977,030  

 

 

[1] In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured. During the nine months ended December 31, 2019 we made payments of $10,000
   
[2] During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense.
   
  During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense.

 

  During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we were required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense.
   
  Effective August 16, 2019 this debt was refinanced and the outstanding balance of $316,093 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $451,886 and amortized $126,292 into interest expense.
   
[3] During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense.
   
  During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense.
   
  Effective August 16, 2019 this debt was refinanced and the outstanding balance of $297,033 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $413,580 and amortized $241,823 into interest expense.
   
[4] During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense.
   
  During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense.
   
  Effective August 16, 2019 this debt was refinanced and the outstanding balance of $382,000 was rolled into a new debt arrangement, see notation [11] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $509,840 and amortized $294,780 into interest expense.
   
[5] In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. During the nine months ended December 31, 2019, we repaid $60,000 of the amount due under the note.
   
[6] During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense. During the nine months ended December 31, 2019, we repaid $40,500 and amortized $14,850 into interest expense.

 

[7] In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of April 11, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448. During the nine months ended December 31, 2019, we amortized $114,848 into interest expense, recorded additional interest expense on the note of $40,977 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,425.
   
[8] In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurred interest at 12% per annum, and had a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the “Returnable Shares”) to the note holder as a commitment fee, provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note had a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172. During the nine months ended December 31, 2019, we amortized $197,486 into interest expense, recorded additional interest expense on the note of $11,136, and paid off the note and accrued interest for $285,308. In accordance with the terms of the agreement the 22,500,000 Returnable Shares were returned and cancelled (see Note 8).
   
[9] In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of June 14, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726. During the nine months ended December 31, 2019, we amortized $133,168 into interest expense, recorded additional interest expense on the note of $43,983 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,708.
   
[10] During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On August 15, 2019, we received proceeds from this arrangement of $339,270 after paying off $316,093 from a February 2018 agreement (see notation [2] above) and $297,033 from a second February 2019 agreement (see notation [3] above). In accordance with the terms of the agreement, we were required to repay $1,399,000 by making daily ACH payments of $6,823. Accordingly, we recorded $446,604 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid.
   
  Effective December 10, 2019 this debt was refinanced and the outstanding balance of $839,514 was rolled into a new Secured Merchant Agreement for future receivables. During the nine months ended December 31, 2019, prior to the refinance, we repaid $559,486 and amortized $446,605 into interest expense related to the August 2019 arrangement. As a result of the refinancing arrangement we received proceeds of $854,801. In accordance with the terms of the agreement, we were required to repay $2,448,250 by making daily ACH payments of $10,999. Accordingly, we recorded $753,935 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, after the refinance, we repaid $153,986 and amortized $54,094 into interest expense related to the new December 2019 arrangement.
   
[11] During August 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. In August 2019, we received proceeds from this arrangement of $418,381 after paying off $382,000 from a October 2018 agreement (see notation [4] above). In accordance with the terms of the agreement, we were required to repay $1,189,150 by making daily ACH payments of $5,801. Accordingly, we recorded $388,769 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the nine months ended December 31, 2019, we repaid $533,750 and amortized $187,747 into interest expense.

 

[12] In August 2019, we entered into a Convertible Promissory Note and received proceeds of $100,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of November 28, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $103,000 and captured loan fees, recorded as interest expense, of $69,048. During the nine months ended December 31, 2019, we amortized $27,783 into interest expense, and recorded additional interest expense on the note of $4,165.
   
[13] In September 2019, we entered into a Convertible Promissory Note and received proceeds of $125,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of December 10, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest trading prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $128,000 and captured loan fees, recorded as interest expense, of $53,573. During the nine months ended December 31, 2019, we amortized $31,158 into interest expense, and recorded additional interest expense on the note of $4,671.

Our debt consisted of the following:

 

    Year Ended March 31,  
    2019     2018  
Revenue share agreement entered into on 6/28/16 [1]   $ -     $ 195,245  
Short-term advance received on 8/31/18 [2]     75,000       -  
Secured merchant agreement for future receivables entered into on 2/14/19 [3]     641,687       -  
Secured merchant agreement for future receivables entered into on 2/14/19 [4]     468,790       -  
Secured merchant agreements for future receivables entered into on 2/14/19 [5]     597,060       -  
Promissory note entered into on 1/16/19 [6]     60,000       -  
Secured merchant agreements for future receivables entered into on 3/28/19 [7]     25,650       -  
Convertible promissory note entered into on 1/11/19 [8]     26,600       -  
Convertible promissory note entered into on 2/6/19 [9]     76,686       -  
Convertible promissory note entered into on 3/14/19 [10]     5,557       -  
    $ 1,977,030     $ 195,245  

 

  [1] 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 year ended March 31, 2019, we repaid $195,245.
     
  [2] In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured.
     
  [3] During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense.
     
    During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense.
     
    During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we are required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense.

 

  [4] During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense.
     
    During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense.
     
  [5] During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense.
     
    During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense.
     
  [6] In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. Subsequent to January 16, 2019, we repaid $60,000 of the amount due under the note.
     
  [7] During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense.
     
  [8] In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of April 11, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448.

 

  [9] In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurs interest at 12% per annum, and has a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the “Returnable Shares”) to the note holder as a commitment fee (see Note 9), provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172.
     
  [10] In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of June 14, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726.

XML 39 R28.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes (Tables)
12 Months Ended
Mar. 31, 2019
Income Tax Disclosure [Abstract]  
Schedule of Deferred Tax Assets and Liabilities

Net deferred tax assets consist of the following components as of March 31, 2019 and 2018:

 

    2019     2018  
Deferred tax assets:                
NOL carryover   $ 2,363,900     $ 1,146,200  
Amortization     209,100       335,600  
Contingent Liability     49,100       45,000  
Related party accruals     1,500       -  
Deferred tax liabilities                
Depreciation     (1,200 )     (2,900 )
Valuation allowance     (2,622,400 )     (1,523,900 )
Total long-term deferred income tax assets   $ -     $ -  

Schedule of Provision for Income Tax

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, 2019 and 2018, due to the following:

 

    2019     2018  
Book income (loss)   $ (1,493,400 )   $ (4,473,900 )
Stock for services     32,800       2,048,200  
Gain on settlement – derivative and equity derived     -       955,900  
Amortization     (33,100 )     313,200  
Contingent liability     (45,000 )     45,000  
Unrealized loss on cryptocurrency     (31,900 )     40,700  
Meals and entertainment     12,400       6,200  
Non-cash interest expense     315,800       5,700  
Depreciation     (7,200 )     (2,800 )
Related party accruals     1,500       (1,500 )
Related party accrued payroll     174,600       -  
Gain on bargain purchase     (291,400 )     -  
Loss on value of derivative liabilities     64,300       -  
Stock issued for loan fees     21,000       -  
Amortization of prepaid paid for with equity     45,100       -  
Valuation allowance     1,234,500       1,063,300  
Total long-term deferred income tax assets   $ -     $ -  

XML 40 R49.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Related-Party Transactions - Schedule of Related Party Payables (Details) - USD ($)
Dec. 31, 2019
Mar. 31, 2019
Aug. 17, 2018
Mar. 31, 2018
Related Party Transactions [Abstract]        
Short-term advances $ 668,608 [1] $ 440,489 [2] $ 100,000 $ 1,880 [2]
Short-term Promissory Note entered into on 8/17/18 [3] 105,000 [4]   [4]
Convertible Promissory Note entered into on 7/23/19 [5] 903,285    
Accounts payable - related party [6] 75,000    
Total related party payable $ 1,646,893 $ 545,489   $ 1,880
[1] We periodically receive advances for operating funds from our current majority shareholders and other related parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand and are unsecured. During the nine months ended December 31, 2019, we received $1,164,500 in cash proceeds from advances, incurred $714,999 in interest expense on the advances, and repaid related parties $1,649,500. Also during the nine months ended December 31, 2019 we settled $1,880 of amounts that were recorded as due prior to March 31, 2018.
[2] 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 set interest rates associated with them, and are unsecured. During the year ended March 31, 2019, we received $1,805,777 in cash proceeds from advances, incurred $15,000 in interest, and repaid related parties a total of $1,382,168.
[3] A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000 which was recorded as interest expense in the statement of operations during the year ended March 31, 2019. During the nine months ended December 31, 2019 we made repayments of $105,000 on the note.
[4] A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000, which was recorded as interest expense in the statement of operations during the year ended March 31, 2019.
[5] We entered into a $3,600,000 convertible promissory note with a member of the senior management team on July 23, 2019. We received proceeds of $1,000,000 from the note, including $900,000 in cash and $100,000 which offset amounts owing to the lender. In accordance with the terms of the note we are required to repay a monthly minimum payment of $50,000 beginning January of 2020 through June of 2020 and a monthly minimum payment of $100,000 beginning July of 2020 until the total principal amount has been repaid. The lender has the right to convert up to $2,600,000 of the outstanding and unpaid principal amount into shares of our common stock at a conversion price of $0.005 per share, subject to adjustment. During the nine months ended December 31, 2019 we recorded a beneficial conversion feature of $1,000,000 as a debt discount (see Note 8). Additionally, we recorded $2,600,000 as a debt discount, representing the difference between the face value of the note and the proceeds received. During the nine months ended December 31, 2019 we amortized $903,285 of the debt discount into interest expense.
[6] During the nine months ended December 31, 2019 we entered into an employment agreement with Jayme McWidener as our Chief Financial Officer. At the date we entered into the employment agreement we owed her firm, Mac Accounting Group, LLP, $75,000, which was reclassified as a related party accounts payable balance on our balance sheet.
XML 41 R45.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (10-K) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Jul. 20, 2018
Apr. 02, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Consideration             $ 662,047  
Gain on bargain purchase     $ 2,005,282 $ 971,282
Wealth Generators [Member]                
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            
United Games, LLC and United League, LLC [Member]                
Cash $ 3,740              
Receivables 361,345              
Intangible assets 1,816,000              
Total assets acquired 2,181,085              
Accounts payable and accrued liabilities 409,803              
Total liabilities assumed 409,803              
Net assets acquired 1,771,282              
Consideration [3] 800,000              
Gain on bargain purchase $ 971,282              
[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.
[3] The 50,000,000 shares of our common stock transferred as consideration in accordance with the Purchase Agreement was valued on July 20, 2018, the date of acquisition, based on the weighted equity fair value of $0.016 per share as determined by a third party valuation firm.
XML 42 R41.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares
9 Months Ended 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 11,205,447 6,087,497 57,249,552 6,204,497
Options to Purchase Common Stock [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 35,000 35,000
Warrants to Purchase Common Stock [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 125,000 6,052,497 5,052,497 6,169,497
Notes Convertible into Common Stock [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 11,080,447 52,162,055
Convertible Notes Payable [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount     35,000
XML 43 R62.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Stockholders' Equity (Details Narrative) (10-K) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jul. 20, 2018
Mar. 31, 2019
Aug. 31, 2018
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Dec. 31, 2018
Sep. 30, 2018
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Sep. 16, 2009
Dec. 31, 2007
Mar. 31, 2007
Preferred stock, shares authorized   10,000,000   10,000,000         10,000,000   10,000,000 10,000,000      
Preferred stock, par value   $ 0.001   $ 0.001         $ 0.001   $ 0.001 $ 0.001      
Preferred stock, shares issued                    
Preferred stock, shares outstanding                    
Stock issued to an employee for compensation, values       $ 1,160,524 $ 1,515,915     $ 10,000     $ 6,787,600        
Prepaid assets   $ 6,685,970   3,619,317         $ 3,619,317   6,685,970 $ 3,555      
Number of shares issued during period                 59,215,648            
Number of shares issued during period, value       $ 175,000 325,000 $ 325,000     $ 825,000     2,495,388      
Offering costs           $ 101,387         525,000 (265,000)      
Decrease in additional paid-in capital                 $ 101,387     525,000      
Stock issued as commitment fee in conjunction with debt arrangement, value                     $ 69,871        
Stock issued as commitment fee in conjunction with debt arrangement                     22,500,000        
Stock repurchased during period, value         $ 102     $ 91,000     $ 91,000        
Expenses for issuance of shares for services and license agreement                       6,846,060      
Long-term license agreement                       $ 2,133,620      
Stock issued in settlement of debt                       239,575,884      
Extinguishment of debt related to accrued liabilities amount                       $ 435,892      
Extinguishment of debt related to principal amount                       2,348,606      
Extinguishment of debt related to accrued interest amount                       20,696      
Extinguishment of debt related to derivative liabilities amount                       38,557      
Loss on settlement of debt                       3,186,394      
Gain on settlement of debt                       $ 413,012      
Stock issued for reverse acquisition                       1,358,670,942      
Decrease in common stock                       $ 251      
Decrease in treasury stock                       $ 8,589      
Common stock average closing price                       $ 0.02      
Price protection guarantee                     $ 626,388      
Common stock, shares issued   2,640,161,318   3,003,490,408         3,003,490,408   2,640,161,318 2,169,661,318      
Common stock, shares outstanding   2,640,161,318   3,003,490,408         3,003,490,408   2,640,161,318 2,169,661,318      
Shares granted in period                        
Employees [Member]                              
Stock issued to an employee for compensation, values                   $ 1,844,639          
Stock based compensation expense       $ 0     $ 0     $ 0 $ 0 $ 0      
Nonqualified Plan [Member]                              
Shares authorized                           65,000 65,000
Shares granted in period                     47,500 47,500      
Qualified Plan [Member]                              
Shares authorized                         125,000    
Shares granted in period                     42,500 42,500      
Purchase Agreement [Member]                              
Common stock issued for acquisition 50,000,000                            
Purchase Agreement [Member] | United Games, LLC and United League, LLC [Member]                              
Common stock issued for acquisition 50,000,000                   50,000,000        
Stock issued to an employee for compensation   1,000,000 1,000,000                        
Stock issued to an employee for compensation, values   $ 17,600 $ 10,000                        
Stock based compensation expense   2,933 $ 10,000                        
Prepaid assets   14,667                 $ 14,667        
Third Party Agreement [Member]                              
Stock based compensation expense                     $ 96,307        
Number of shares issued during period                     400,000,000        
Number of shares issued during period, value                     $ 6,760,000        
Forfeiture period                     5 years        
Common Stock Purchase Agreement [Member]                              
Prepaid assets   $ 6,663,693                 $ 6,663,693        
Number of shares issued during period, value                     $ 1,000,000        
Offering costs, shares                     3,000,000        
Offering costs                     $ 3,000        
Decrease in additional paid-in capital                     $ 3,000        
One-year Consulting Agreement [Member]                              
Number of shares issued during period                       125,000      
Number of shares issued during period, value                       $ 7,500      
15-year Lisence Agreement [Member]                              
Number of shares issued during period                       80,000,000      
Number of shares issued during period, value                       $ 2,256,000      
Consulting and Service Agreements [Member]                              
Number of shares issued during period                       94,250,333      
Number of shares issued during period, value                       $ 6,719,734      
Equity Distribution Agreement [Member]                              
Offering costs, shares                       4,273,504      
Offering costs                       $ 4,274      
Maximum cash advance in exchange of common stock                       5,000,000      
Future commitment fees                       250,000      
Due diligence costs                       15,000      
Decrease in additional paid-in capital to offset any proceeds from future equity transactions                       $ 269,274      
Preferred Stock [Member] | Maximum [Member]                              
Preferred stock, shares authorized   50,000,000   50,000,000         50,000,000   50,000,000        
Preferred stock, par value   $ 0.001   $ 0.001         $ 0.001   $ 0.001        
Common Stock [Member]                              
Number of shares issued during period                       267,127,500      
Stock repurchased during period                       7,000,000      
Cancellation of stock, shares                       250,000      
Cancellation of treasury stock, shares                       1,300      
Treasury Stock [Member]                              
Stock issued to an employee for compensation, values                            
Number of shares issued during period, value                            
Offering costs                          
Stock repurchased during period, value                            
XML 44 R66.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Commitments and Contingencies (Details Narrative) - USD ($)
9 Months Ended
Dec. 31, 2019
Feb. 28, 2018
CFTC [Member]    
Loss contingency amount   $ 150,000
Fibernet Corp [Member]    
Settlement amount $ 35,160  
XML 45 R50.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Related-Party Transactions - Schedule of Related Party Payables (Details) (Parenthetical) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Jul. 23, 2019
Aug. 31, 2018
Aug. 17, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Proceeds from related parties           $ 2,164,500 $ 1,480,777 $ 1,905,777 $ 498,380
Repayments for related party debt           1,754,500 996,169 1,367,168 1,316,500
Settlement of debt       $ 443,907 1,725,384 19,387 19,387 (2,767,422)
Short-term promissory note advance funds     $ 100,000 668,608 [1]   668,608 [1]   440,489 [2] 1,880 [2]
Debt instrument due date     Aug. 31, 2019            
Convertible promissory note [3]       903,285   903,285    
Proceeds from convertible debt           140,000      
Amortization of debt discount           2,916,917 $ 161,154 1,052,523
Accounts payable related party [4]       75,000   75,000    
Mac Accounting Group, LLP [Member] | Employment Agreement [Member]                  
Accounts payable related party       75,000   75,000      
Short-term Promissory Note [Member]                  
Interest incurred               $ 5,000  
Repayments for related party debt           105,000      
Short-term promissory note advance funds     $ 100,000            
Debt instrument due date   Aug. 31, 2019 Aug. 31, 2018            
Senior Management Team [Member]                  
Convertible promissory note $ 3,600,000                
Convertible Promissory Note [Member]                  
Debt instrument, convertible, beneficial conversion feature           1,000,000      
Debt discount, unamortized       $ 2,600,000   2,600,000      
Amortization of debt discount           903,285      
Convertible Promissory Note [Member] | January of 2020 Through June of 2020 [Member]                  
Repayments for related party debt 50,000                
Convertible Promissory Note [Member] | July of 2020 [Member]                  
Repayments for related party debt 100,000                
Convertible Promissory Note [Member] | Lender [Member]                  
Proceeds from convertible debt 1,000,000                
Cash 900,000                
Due to related party 100,000                
Debt conversion, converted instrument, amount $ 2,600,000                
Debt instrument, convertible, conversion price $ 0.005                
Majority Shareholders and Other Related Parties [Member]                  
Proceeds from related parties           1,164,500      
Interest incurred           714,999      
Repayments for related party debt           1,649,500      
Settlement of debt           $ 1,880      
[1] We periodically receive advances for operating funds from our current majority shareholders and other related parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand and are unsecured. During the nine months ended December 31, 2019, we received $1,164,500 in cash proceeds from advances, incurred $714,999 in interest expense on the advances, and repaid related parties $1,649,500. Also during the nine months ended December 31, 2019 we settled $1,880 of amounts that were recorded as due prior to March 31, 2018.
[2] 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 set interest rates associated with them, and are unsecured. During the year ended March 31, 2019, we received $1,805,777 in cash proceeds from advances, incurred $15,000 in interest, and repaid related parties a total of $1,382,168.
[3] We entered into a $3,600,000 convertible promissory note with a member of the senior management team on July 23, 2019. We received proceeds of $1,000,000 from the note, including $900,000 in cash and $100,000 which offset amounts owing to the lender. In accordance with the terms of the note we are required to repay a monthly minimum payment of $50,000 beginning January of 2020 through June of 2020 and a monthly minimum payment of $100,000 beginning July of 2020 until the total principal amount has been repaid. The lender has the right to convert up to $2,600,000 of the outstanding and unpaid principal amount into shares of our common stock at a conversion price of $0.005 per share, subject to adjustment. During the nine months ended December 31, 2019 we recorded a beneficial conversion feature of $1,000,000 as a debt discount (see Note 8). Additionally, we recorded $2,600,000 as a debt discount, representing the difference between the face value of the note and the proceeds received. During the nine months ended December 31, 2019 we amortized $903,285 of the debt discount into interest expense.
[4] During the nine months ended December 31, 2019 we entered into an employment agreement with Jayme McWidener as our Chief Financial Officer. At the date we entered into the employment agreement we owed her firm, Mac Accounting Group, LLP, $75,000, which was reclassified as a related party accounts payable balance on our balance sheet.
XML 46 R54.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Debt - (Details Narrative) (10-K) - USD ($)
1 Months Ended 9 Months Ended 12 Months Ended
Jan. 31, 2019
Aug. 31, 2018
Dec. 31, 2019
Mar. 31, 2019
Debt Disclosure [Abstract]        
Proceeds from short-term debt $ 631,617 $ 75,000 $ 200,000 $ 530,000
Interest expense     30,000 51,000
Cash payment     $ 230,000 $ 581,000
XML 47 R58.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Debt - Schedule of Debt (Details) (10-K) (Parenthetical)
1 Months Ended 9 Months Ended 12 Months Ended
Mar. 29, 2019
USD ($)
Feb. 28, 2019
USD ($)
Feb. 15, 2019
USD ($)
Jan. 16, 2019
USD ($)
Jan. 11, 2019
USD ($)
Integer
Dec. 17, 2018
USD ($)
Sep. 28, 2018
USD ($)
Aug. 17, 2018
Jun. 29, 2016
USD ($)
May 11, 2016
USD ($)
Apr. 19, 2016
USD ($)
Mar. 31, 2019
USD ($)
Integer
Feb. 28, 2019
USD ($)
Integer
shares
Jan. 31, 2019
USD ($)
Integer
Aug. 31, 2018
USD ($)
Apr. 30, 2016
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Mar. 31, 2019
USD ($)
Oct. 31, 2018
USD ($)
Mar. 31, 2018
USD ($)
Cash receipts                                 $ 2,177,452 $ 1,955,000 $ 4,115,961   $ 1,675,000
Repayments for debt       $ 60,000                         3,801,562 1,164,396 2,936,044   1,424,578
Proceeds from short-term debt                           $ 631,617 $ 75,000   200,000   530,000    
Interest expense amortized                                 2,916,917 $ 161,154 1,052,523  
Repayment of short-term debt                           $ 511,617              
Proceeds form convertible promissory note                                 140,000        
Debt maturity date               Aug. 31, 2019                          
Interest expenses                                 30,000   51,000    
Common stock value                       $ 2,640,161         3,003,490   2,640,161   $ 2,169,661
Convertible Promissory Note Entered into on 2/6/19 [Member]                                          
Interest expense amortized                                     72,514    
Interest expenses                                     4,172    
Convertible Promissory Note Entered into on 3/14/19 [Member]                                          
Interest expense amortized                                     4,831    
Interest expenses                                     726    
Lender [Member]                                          
Repayments for debt                               $ 600,000          
Revenue Share Agreement Entered into on 6/28/2016 [Member]                                          
Cash receipts                 $ 250,000 $ 150,000 $ 100,000                    
Repayments for debt                               $ 25,000     195,245    
Royalty percentage                               3.00%          
Secured Merchant Agreement [Member]                                          
Cash receipts $ 28,500   $ 73,801   $ 349,851 $ 380,000 $ 570,000                         $ 77,260  
Repayments for debt 45,000   909,350   489,650 559,600 $ 839,400                   451,886   141,372 699,500  
Debt instrument interest percentage             10.00%                            
Debt discount 16,500   152,391   139,799 179,600 $ 269,400                         224,500  
Transferring of amount owed     233,501                                    
Interest expense amortized                                 126,292   26,100    
Repayment to bank $ 4,500   5,049     $ 3,000                           $ 4,372  
Secured Merchant Agreement [Member] | Payments of First 30 Days [Member]                                          
Repayments for debt         1,000                                
Secured Merchant Agreement [Member] | Payments Thereafter [Member]                                          
Repayments for debt         $ 2,999                                
New Secured Merchant Agreement [Member]                                          
Repayments for debt   $ 605,899                                      
Transferring of amount owed   233,501                                      
Interest expense amortized   269,400                                      
New Secured Merchant Agreement One [Member]                                          
Repayments for debt   39,993                                      
Transferring of amount owed   449,657                                      
Interest expense amortized   139,799                                      
New Secured Merchant Agreement Two [Member]                                          
Repayments for debt   138,000                                      
Transferring of amount owed   421,600                                      
Interest expense amortized   179,600                                      
Secured Merchant Agreement One [Member]                                          
Cash receipts     126,932                                    
Repayments for debt     840,000                           413,580   129,388    
Debt discount     291,468                                    
Interest expense amortized                                 241,823   49,646    
Repayment to bank     4,649                                    
New Secured Merchant Agreement Three [Member]                                          
Repayments for debt   371,620                                      
Transferring of amount owed   327,880                                      
Interest expense amortized   224,500                                      
Secured Merchant Agreement Two [Member]                                          
Cash receipts     126,932                                    
Repayments for debt     629,550                           509,840   157,410    
Debt discount     224,410                                    
Interest expense amortized                                 294,780   61,330    
Repayment to bank     $ 3,498                                    
Second Secured Merchant Agreement [Member]                                          
Cash receipts                         $ 288,000                
Repayments for debt                         419,700                
Debt discount   $ 131,700                     131,700                
Repayment to bank                         $ 2,332                
Secured Merchant Agreement and Second Secured Merchant Agreement [Member]                                          
Repayments for debt                                     157,410    
Interest expense amortized                                     61,330    
Financing Arrangement [Member]                                          
Cash receipts       1,000,000                                  
Proceeds from short-term debt       $ 120,000                                  
Debt instrument interest percentage       0.00%                                  
Secured Merchant Agreement Three [Member]                                          
Repayments for debt                                 40,500   4,500    
Interest expense amortized                                 14,850   1,650    
Convertible Promissory Note Entered into on 1/11/19 [Member]                                          
Debt instrument interest percentage   12.00%     12.00%               12.00% 12.00%              
Debt discount   $ 30,000     $ 138,000               $ 30,000 $ 138,000              
Interest expense amortized                                 114,848   23,152    
Proceeds form convertible promissory note         135,000               240,000 135,000              
Loan fees         $ 3,000               $ 3,000 $ 3,000              
Debt maturity date         Apr. 11, 2020               Aug. 06, 2019 Apr. 11, 2020              
Conversion of lowest trading percentage         65.00%               65.00% 65.00%              
Conversion of lowest trading days | Integer         15               20 15              
Interest expenses         $ 450,005               $ 120,128 $ 450,005     $ 40,977   $ 3,448    
Issuance of common stock returnable shares as commitment fee | shares                         22,500,000                
Common stock value   69,871                     $ 69,871                
Convertible Promissory Note Entered into on 1/11/19 [Member] | Common Stock [Member]                                          
Debt discount   $ 270,000                     $ 270,000                
Convertible Promissory Note Entered into on 3/14/19 [Member]                                          
Debt instrument interest percentage                       12.00%             12.00%    
Debt discount                       $ 138,000             $ 138,000    
Proceeds form convertible promissory note                       135,000                  
Loan fees                       $ 3,000                  
Debt maturity date                       Jun. 14, 2020                  
Conversion of lowest trading percentage                       65.00%                  
Conversion of lowest trading days | Integer                       15                  
Interest expenses                       $ 64,492                  
XML 48 R73.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Subsequent Events (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended 12 Months Ended
Feb. 12, 2020
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Proceeds from related party   $ 2,164,500 $ 1,480,777 $ 1,905,777 $ 498,380
Number of common stock shares issued for services   241,000,000      
Subsequent Event [Member]          
Proceeds from related party $ 1,070,000        
Number of common stock shares issued for services 10,000,000        
XML 49 R4.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Condensed Consolidated Statements of Operations and Other Comprehensive Income - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Revenue:            
Total revenue, net $ 4,963,611 $ 7,733,034 $ 19,717,448 $ 23,342,603 $ 29,659,081 $ 17,917,432
Operating costs and expenses:            
Cost of sales and service 560,145 493,591 1,092,643 924,588 1,180,671 6,713,097
Commissions 1,605,925 5,087,053 10,822,072 17,316,319 21,526,326 14,271,926
Selling and marketing 575,199 109,265 1,389,666 634,671 878,936 454,225
Salary and related 1,721,970 1,059,660 5,433,416 3,075,862 4,272,355 2,270,479
Professional fees 474,287 284,586 1,130,070 1,355,182 1,620,370 2,572,831
General and administrative 1,765,381 940,767 4,487,137 2,921,073 4,121,279 2,311,028
Total operating costs and expenses 6,702,907 7,974,922 24,355,004 26,227,695 33,599,937 28,593,586
Net loss from operations (1,739,296) (241,888) (4,637,556) (2,885,092) (3,940,856) (10,676,154)
Other income (expense):            
Gain (loss) on debt extinguishment 443,907 1,725,384 19,387 19,387 (2,767,422)
Gain (loss) on fair value of derivative liability (94,622) 504,635 (214,376)
Loss on spin-off of operations         (1,118,609)
Gain (loss) on bargain purchase 2,005,282 971,282
Gain (loss) on deconsolidation 53,739    
Realized gain (loss) on cryptocurrency 10 (1,091) (657) 16,363 16,241 (10,939)
Unrealized gain (loss) on cryptocurrency (16,885) (116) 8,445 95,810 106,488 (135,729)
Impairment expense (627,452) (627,452)    
Interest expense (1,427,433) (206,007) (3,918,070) (210,154) (1,842,461) (74,976)
Interest expense, related parties (367,190) (1,618,284) (5,000) (20,000) (104,105)
Other income (expense) 3,231 (606) (68,053) (2,449) (3,032) (493)
Total other income (expense) (2,086,434) (207,820) (3,940,313) 1,919,239 (966,471) (4,212,273)
Income (loss) before income taxes (3,825,730) (449,708) (8,577,869) (965,853) (4,907,327) (14,888,427)
Income tax expense (2,198) (2,655) (9,580) (44,844) (70,768) (24,589)
Net income (loss) (3,827,928) (452,363) (8,587,449) (1,010,697) (4,978,095) (14,913,016)
Less: net income (loss) attributable to the noncontrolling interest 27,613 (5,399) 32,941
Net income (loss) attributable to Investview stockholders $ (3,827,928) $ (479,976) $ (8,587,449) $ (1,005,298) $ (5,011,036) $ (14,913,016)
Income (loss) per common share, basic and diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ (0.00) $ (0.01)
Weighted average number of common shares outstanding, basic and diluted 2,840,281,449 2,213,661,318 2,748,911,300 2,197,588,591 2,234,117,482 1,911,786,477
Other comprehensive income, net of tax:            
Foreign currency translation adjustments $ 22,627 $ 3,470 $ 2,067 $ 7,211 $ 3,846
Total other comprehensive income 22,627 3,470 2,067 7,211 3,846
Comprehensive income (loss) (3,805,301) (448,893) (8,585,382) (1,003,486) (4,974,249) (14,913,016)
Less: comprehensive income attributable to the noncontrolling interest (22,627) (3,470) (7,211) (3,846)
Comprehensive income (loss) attributable to Investview shareholders (3,827,928) (452,363) (8,585,382) (1,010,697) (4,978,095) (14,913,016)
Subscription Revenue [Member]            
Revenue:            
Total revenue, net 4,578,623 7,003,802 19,327,091 20,835,048 27,023,202 13,899,579
Equipment Sales [Member]            
Revenue:            
Total revenue, net 694,954 694,954 694,954
Cryptocurrency Mining Revenue [Member]            
Revenue:            
Total revenue, net 34,278 1,812,601 $ 1,940,925 $ 4,017,853
Mining Revenue [Member]            
Revenue:            
Total revenue, net 380,871 380,871    
Fee Revenue [Member]            
Revenue:            
Total revenue, net $ 4,117 $ 9,486    
XML 50 R12.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Related-Party Transactions
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Related Party Transactions [Abstract]    
Related-Party Transactions

NOTE 5 – RELATED-PARTY TRANSACTIONS

 

Our related-party payables consisted of the following:

 

    December 31,
2019
    March 31,
2019
 
Short-term advances [1]   $ 668,608     $ 440,489  
Short-term Promissory Note entered into on 8/17/18 [2]     -       105,000  
Convertible Promissory Note entered into on 7/23/19 [3]     903,285       -  
Accounts payable – related party [4]     75,000       -  
    $ 1,646,893     $ 545,489  

 

 

[1] We periodically receive advances for operating funds from our current majority shareholders and other related parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand and are unsecured. During the nine months ended December 31, 2019, we received $1,164,500 in cash proceeds from advances, incurred $714,999 in interest expense on the advances, and repaid related parties $1,649,500. Also during the nine months ended December 31, 2019 we settled $1,880 of amounts that were recorded as due prior to March 31, 2018.
   
[2] A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000 which was recorded as interest expense in the statement of operations during the year ended March 31, 2019. During the nine months ended December 31, 2019 we made repayments of $105,000 on the note.

 

[3] We entered into a $3,600,000 convertible promissory note with a member of the senior management team on July 23, 2019. We received proceeds of $1,000,000 from the note, including $900,000 in cash and $100,000 which offset amounts owing to the lender. In accordance with the terms of the note we are required to repay a monthly minimum payment of $50,000 beginning January of 2020 through June of 2020 and a monthly minimum payment of $100,000 beginning July of 2020 until the total principal amount has been repaid. The lender has the right to convert up to $2,600,000 of the outstanding and unpaid principal amount into shares of our common stock at a conversion price of $0.005 per share, subject to adjustment. During the nine months ended December 31, 2019 we recorded a beneficial conversion feature of $1,000,000 as a debt discount (see Note 8). Additionally, we recorded $2,600,000 as a debt discount, representing the difference between the face value of the note and the proceeds received. During the nine months ended December 31, 2019 we amortized $903,285 of the debt discount into interest expense.
   
[4] During the nine months ended December 31, 2019 we entered into an employment agreement with Jayme McWidener as our Chief Financial Officer. At the date we entered into the employment agreement we owed her firm, Mac Accounting Group, LLP, $75,000, which was reclassified as a related party accounts payable balance on our balance sheet.

NOTE 6 – RELATED PARTY TRANSACTIONS

 

Our related party payables consisted of the following:

 

    Year Ended March 31,  
    2019     2018  
Short-term advances [1]   $ 440,489     $ 1,880  
Short-term promissory note entered into on 8/17/18 [2]     105,000       -  
    $ 545,489     $ 1,880  

 

  [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 set interest rates associated with them, and are unsecured. During the year ended March 31, 2019, we received $1,805,777 in cash proceeds from advances, incurred $15,000 in interest, and repaid related parties a total of $1,382,168.
     
  [2] A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000, which was recorded as interest expense in the statement of operations during the year ended March 31, 2019.

 

In addition to the above-mentioned related-party lending arrangements, during the year ended March 31, 2019, we sold $41,500 worth of high-speed computer processing equipment to our chief executive officer. This revenue has been included in the equipment sales reported on our statement of operations.

XML 51 R8.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Accounting Policies [Abstract]    
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 nine months ended December 31, 2019, are not necessarily indicative of the operating results that may be expected for the year ending March 31, 2020. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2019 consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2019.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment Tools & Training, LLC, Apex Tek, LLC (formerly Razor Data, LLC), S.A.F.E. Management, LLC, SafeTek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. Through March 31, 2019 we had determined that one affiliated entity, Kuvera LATAM S.A.S., which we previously conducted business with, was a variable interest entity and we were the primary beneficiary of the entity’s activities, which are similar to those of Kuvera, LLC. As a result, through March 31, 2019 we had consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements. Further, because the Company did not have any ownership interest in this variable interest entity, the Company had allocated the contributed capital in the variable interest entity as a component of noncontrolling interest. As of April 1, 2019 Kuvera LATAM S.A.S. had no operations and ceased to exist, therefore, as of that date, no consolidation of the entity is necessary and we recorded a gain on deconsolidation of $53,739 to eliminate the intercompany account with Kuvera LATAM S.A.S. All intercompany transactions and balances have been eliminated in consolidation.

 

Financial Statement Reclassification

 

Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.

 

Use of Estimates

 

The preparation of these 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.

 

Foreign Exchange

 

We have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements and have consolidated the accounts of Kuvera LATAM S.A.S. through March 31, 2019. The operations of Kuvera France S.A.S. are conducted in France and its functional currency is the Euro. The operations of Kuvera LATAM S.A.S. were conducted in Colombia and its functional currency is the Colombian Peso.

 

The financial statements of Kuvera France S.A.S. and Kuvera LATAM S.A.S. are prepared using their respective functional currency and have been translated into U.S. dollars (“USD”). Assets and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders’ equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders’ equity (deficit).

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates.

 

    December 31, 2019     March 31, 2019  
Euro to USD     1.12165       1.12200  
Colombian Peso to USD     n/a       0.00031  

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods.

 

    Nine Months Ended December 31,  
    2019     2018  
Euro to USD     1.11443       n/a  
Colombian Peso to USD     n/a       0.00034  

 

Cryptocurrencies

 

We hold cryptocurrency-denominated assets (“cryptocurrencies”) and include them in our consolidated balance sheet as other current assets. We record cryptocurrencies at fair market value and recognize the change in the fair value of our cryptocurrencies as an unrealized gain or loss in the consolidated statement of operations. As of December 31, 2019 and March 31, 2019 the fair value of our cryptocurrencies was $156,448 and $142,061, respectively. During the nine months ended December 31, 2019 we recorded $(657) and $8,445 as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the nine months ended December 31, 2018 we recorded $16,363 and $95,810 as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the three months ended December 31, 2019 we recorded $10 and $(16,885) as a total realized and unrealized gain (loss) on cryptocurrency, respectively. During the three months ended December 31, 2018 we recorded $10 and $(16,885) as a total realized and unrealized gain (loss) on cryptocurrency, respectively.

 

Fixed Assets

 

Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

 

As of December 31, 2019 fixed assets were made up of the following:

 

    Estimated        
    Useful        
    Life        
    (years)     Value  
Furniture, fixtures, and equipment     10     $ 11,372  
Computer equipment     3       19,533  
Data processing equipment     3       4,166,470  
              4,197,375  
Accumulated amortization as of December 31, 2019             (333,034 )
Net book value, December 31, 2019           $ 3,864,341  

 

Total depreciation expense for the nine months ended December 31, 2019 and 2018, was $320,528 and $4,126, respectively.

 

Long-Lived Assets – Intangible Assets & License Agreement

 

We account for our intangible assets and 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 and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.

 

In June of 2017 we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement. Annual amortization over the 15-year life is expected to be $150,400 per year. Amortization recognized for the nine months ended December 31, 2019 and 2018 was $113,315 and $113,315, respectively, and the long-term license agreement was recorded at a net value of $1,869,905 and $1,983,220 as of December 31, 2019 and March 31, 2019, respectively.

 

In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination. Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and are being amortized on a straight-line method over their estimated useful lives. During the nine months ended December 31, 2019 we impaired the value of the customer contracts/relationships originally acquired.

 

    Estimated        
    Useful        
    Life        
    (years)     Value  
FireFan mobile application     4     $ 331,000  
Back office software     10       408,000  
Tradename/trademark - FireFan     5       248,000  
Tradename/trademark - United Games     0.45       4,000  
Customer contracts/relationships     n/a       -  
              991,000  
Accumulated amortization as of December 31, 2019             (254,949 )
Net book value, December 31, 2019           $ 736,051  

 

Amortization expense is expected to be as follows:

 

Remainder of 2020   $ 43,169  
Fiscal year ending March 31, 2021     173,150  
Fiscal year ending March 31, 2022     173,150  
Fiscal year ending March 31, 2023     115,338  
Fiscal year ending March 31, 2024     55,748  
Fiscal year ending March 31, 2025 and beyond     175,496  
    $ 736,051  

 

Impairment of Long-Lived Assets

 

We have adopted ASC Subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

 

The Company evaluates the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. During the nine months ended December 31, 2019 and 2018 impairment of $627,452 and $0 was recognized, respectively.

 

Fair Value of Financial Instruments

 

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

 

U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

 

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

 

Our financial instruments consist of cash, accounts receivable, accounts payable, and debt. We have determined that the book value of our outstanding financial instruments as of December 31, 2019 and March 31, 2019, approximates the fair value due to their short-term nature.

 

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of December 31, 2019:

 

    Level 1     Level 2     Level 3     Total  
Cryptocurrencies   $ 156,448     $   -     $ -     $ 156,448  
Total Assets   $ 156,448     $ -     $ -     $ 156,448  
                                 
Derivative liability   $ -     $ -     $ 383,670     $ 383,670  
Total Liabilities   $ -     $ -     $ 383,670     $ 383,670  

 

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, 2019:

 

    Level 1     Level 2     Level 3     Total  
Cryptocurrencies   $ 142,061     $   -     $ -     $ 142,061  
Total Assets   $ 142,061     $ -     $ -     $ 142,061  
                                 
Derivative liability   $ -     $ -     $ 1,358,901     $ 1,358,901  
Total Liabilities   $ -     $ -     $ 1,358,901     $ 1,358,901  

 

Sale and Leaseback

 

Through our wholly-owned subsidiary, APEX Tex, LLC, we sell high powered data processing equipment (“APEX”) to our customers and they lease the equipment back to SAFETek, LLC, another of our wholly-owned subsidiaries. We account for these transactions under ASC 842-40 where the leaseback has been deemed a sales-type lease due to the lease term generally covering the entire economic life of the equipment and our likelihood to purchase the asset at the end of the lease term. In accordance with ASC 842-40 we have recorded the data processing equipment as a fixed asset on our balance sheet and we have accounted for the amounts received for the equipment as a financial liability, in other liabilities on our balance sheet. Further, we will recognize interest on the financial liability over the term of the lease to ensure the financial liability equates to the total amounts to be paid over the life of the lease.

 

During the nine months ended December 31, 2019 we had the following activity related to our sale and leaseback transactions:

 

Proceeds from sales of APEX   $ 9,693,141  
Interest recognized on financial liability     877,352  
Payments made for leased equipment     (1,341,100 )
Total financial liability     9,229,393  
Other current liabilities [1]     (7,576,800 )
Other long-term liabilities   $ 1,652,593  

 

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

 

As of December 31, 2019, we have received proceeds of $607,205 in additional deposits for APEX sales, which has been recorded in the customer advance amount shown on our balance sheet.

 

Revenue Recognition

 

Subscription Revenue

 

The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. We recognize subscription revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to provide services over a fixed subscription period, therefore we recognize revenue ratably 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 collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.

 

Equipment Sales

 

We generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing activities: protein folding, CGI rendering, Game Streaming, Machine & Deep Learning, Mining, Independent Financial Verification, and general high-speed computing. We recognize equipment sales revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver an equipment package to our customers which includes hardware, software, and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a separate third party that provides such services.

 

Cryptocurrency Mining Service Revenue

 

We generate revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party supplier. We recognize cryptocurrency mining service revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to arrange for the third-party to provide mining services to our customers and payment is received at the time of purchase, therefore revenue is recognized upon receipt of payment. We recognize revenue in the amount of the fee to which we are entitled to as an agent, or the amount of consideration that we retain after paying the third-party the consideration received in exchange for the services the third-party is to provide.

 

Mining Revenue

 

Through our wholly owned subsidiary, SAFETek, LLC, we lease equipment under a sales-type lease and use the equipment on blockchain networks to validate and add blocks of transactions to blockchain ledgers (commonly referred to as “mining”). As compensation for mining we are issued fees from processors and/or block rewards that are newly created cryptocurrency units granted to us. Our mining activities constitute our ongoing major and central operations of SAFETek, LLC. Because we do not have contracts, nor do we have customers associated with our mining revenue, we recognize revenue when fees and/or rewards are settled, or ultimately granted to us as a result of our mining activities.

 

Fee Revenue

 

We generate fee revenue from our customers through SAFE Management, our subsidiary licensed as a Registered Investment Advisor and Commodities Trading Advisor. We recognize fee revenue in accordance with ASC 606-10 where revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. Our performance obligation is to deliver fully managed trading services to individuals who do not meet the requirements of Qualified Investors and who lack the time to trade for themselves. We recognize fee revenue as our performance obligation is met and we receive payment for such advisory fees in the month following recognition.

 

Revenue generated for the nine months ended December 31, 2019 is as follows:

 

   

Subscription

Revenue

    Equipment Sales     Cryptocurrency Mining Service Revenue     Mining Revenue     Fee Revenue     Total  
Gross billings/receipts   $ 21,214,747     $        -     $         -     $ 380,871     $ 9,486     $ 21,605,104  
Refunds, incentives, credits, and chargebacks     (1,887,656 )     -       -       -       -       (1,887,656 )
Amounts paid to supplier     -       -       -       -       -       -  
Net revenue   $ 19,327,091     $ -     $ -     $ 380,871     $ 9,486     $ 19,717,448  

 

Revenue generated for the nine months ended December 31, 2018 is as follows:

 

   

Subscription

Revenue

    Equipment Sales     Cryptocurrency Mining Service Revenue     Mining Revenue     Fee Revenue     Total  
Gross billings/receipts   $ 21,882,005     $ 698,954     $ 5,690,380     $ -     $ -     $ 28,271,389  
Refunds, incentives, credits, and chargebacks     (1,047,007 )     (4,000 )     (6,501 )     -       -       (1,057,508 )
Amounts paid to supplier     -       -       (3,871,278 )     -       -       (3,871,278  
Net revenue   $ 20,835,048     $ 694,954     $ 1,812,601     $ -     $ -     $ 23,342,603  

 

Revenue generated for the three months ended December 31, 2019 is as follows:

 

   

Subscription

Revenue

    Equipment Sales     Cryptocurrency Mining Service Revenue     Mining Revenue     Fee Revenue     Total  
Gross billings/receipts   $ 5,096,886     $        -     $            -     $ 380,871     $ 4,117     $ 5,481,874  
Refunds, incentives, credits, and chargebacks     (518,263 )     -       -       -       -       (518,263 )
Amounts paid to supplier     -       -       -       -       -       -  
Net revenue   $ 4,578,623     $ -     $ -     $ 380,871     $ 4,117     $ 4,963,611  

 

Revenue generated for the three months ended December 31, 2018 is as follows:

 

   

Subscription

Revenue

    Equipment Sales     Cryptocurrency Mining Service Revenue     Mining Revenue     Fee Revenue     Total  
Gross billings/receipts   $ 7,204,415     $ 698,954     $ 40,779     $        -     $      -     $ 7,944,148  
Refunds, incentives, credits, and chargebacks     (200,613 )     (4,000 )     (6,501 )     -       -       (211,114 )
Amounts paid to supplier     -       -       -       -       -       -  
Net revenue   $ 7,003,802     $ 694,954     $ 34,278     $ -     $ -     $ 7,773,034  

 

Net Income (Loss) per Share

 

We follow ASC subtopic 260-10, Earnings per Share (“ASC 260-10”), which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. 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:

 

    December 31,
2019
    December 31,
2018
 
Options to purchase common stock     -       35,000  
Warrants to purchase common stock     125,000       6,052,497  
Notes convertible into common stock     11,080,447       -  
Totals     11,205,447       6,087,497  

 

Lease Obligation

 

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

 

Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. For leases in which the rate implicit in the lease is not readily determinable, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have elected to not apply the recognition requirements of ASC 842 to short-term leases (leases with terms of twelve months or less). Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease arrangements is recognized on a straight-line basis over the lease term. We have elected the practical expedient and will not separate non-lease components from lease components and will instead account for each separate lease component and non-lease component associated with the lease components as a single lease component.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

Our policy is to prepare our financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Investview, Inc., and our wholly owned subsidiaries, Kuvera, LLC, Investment Tools & Training, LLC, Razor Data Corp., S.A.F.E. Management, LLC, SafeTek, LLC (formerly WealthGen Global, LLC), United Games, LLC, United League, LLC, and Kuvera France S.A.S. We have determined that one affiliated entity, Kuvera LATAM S.A.S., which we conduct business with, is a variable interest entity and we are the primary beneficiary of the entity’s activities, which are similar to those of Kuvera, LLC. As a result, we have consolidated the accounts of this variable interest entity into the accompanying consolidated financial statements. Further, because we do not have any ownership interest in this variable interest entity, we have allocated the contributed capital in the variable interest entity as a component of noncontrolling interest. All intercompany transactions and balances have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of these financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Foreign Exchange

 

We have consolidated the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into our consolidated financial statements. The operations of Kuvera France S.A.S. are conducted in France and its functional currency is the Euro. The operations of Kuvera LATAM S.A.S. are conducted in Colombia and its functional currency is the Colombian Peso.

 

The financial statements of Kuvera France S.A.S. and Kuvera LATAM S.A.S. are prepared using their respective functional currency and have been translated into U.S. dollars (“USD”). Assets and liabilities are translated into USD at the applicable exchange rates at period-end. Stockholders’ equity is translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates for the period. Any translation adjustments are included as foreign currency translation adjustments in accumulated other comprehensive income in our stockholders’ equity (deficit).

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD at the following balance sheet dates:

 

    March 31,
2019
    March 31,
2018
 
Euro to USD     1.12200       n/a  
Colombian Peso to USD     0.00031       0.00036  

 

The following rates were used to translate the accounts of Kuvera France S.A.S. and Kuvera LATAM S.A.S. into USD for the following operating periods:

 

    Year ended March 31,  
    2019     2018  
Euro to USD     1.13580       n/a  
Colombian Peso to USD     0.00033       0.00034  

 

Concentration of Credit Risk

 

Financial instruments that potentially expose us to concentration of credit risk include cash, accounts receivable, and advances. We place our cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit of $250,000. As of March 31, 2019 and 2018, cash balances that exceeded FDIC limits were $0 and $1,095,329, respectively, and we have not experienced significant losses relating to these concentrations in the past.

 

Cash and Cash Equivalents

 

For purposes of reporting cash flows, we consider all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. As of March 31, 2019 and 2018, we had no cash equivalents.

 

Receivables

 

Receivables are carried at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual receivables and receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. We had no allowance for doubtful accounts as of March 31, 2019 and 2018.

 

Cryptocurrencies

 

We hold cryptocurrency-denominated assets (“cryptocurrencies”) and include them in our consolidated balance sheet as other current assets. We record cryptocurrencies at fair market value and recognize the change in the fair value of our cryptocurrencies as an unrealized gain or loss in the consolidated statement of operations. As of March 31, 2019 and March 31, 2018, the fair value of our cryptocurrencies was $142,061 and $480,370, respectively. During the year ended March 31, 2019, we recorded $16,241 and $106,488 as realized and unrealized gain (loss) on cryptocurrency, respectively. During the year ended March 31, 2018, we recorded $(10,939) and $(135,729) as realized and unrealized gain (loss) on cryptocurrency, respectively.

 

Fixed Assets

 

Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives as follows:

 

Furniture, fixtures, and equipment   10 years  
Computer equipment   3 years  

 

When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

 

Fixed assets are presented net of accumulated depreciation of $12,505 and $7,173, as of March 31, 2019 and 2018, respectively. Total depreciation expense for the years ended March 31, 2019 and 2018, was $5,332 and $2,639, respectively.

 

Long-Lived Assets – Intangible Assets & License Agreement

 

We account for our intangible assets and long-term license agreement in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC 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 and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.

 

In June of 2017 we issued 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement. Annual amortization over the 15-year life is expected to be $150,400 per year. Amortization recognized for the year ended March 31, 2019 and 2018, was $150,400 and $122,380, respectively, and the long-term license agreement was recorded at a net value of $1,983,220 and $2,133,620 as of March 31, 2019 and 2018, respectively.

 

In June of 2018 we purchased United Games, LLC and United League, LLC and recorded the transaction as a business combination (see Note 5). Intangible assets acquired in the business combination were recorded at fair value on the date of acquisition and are being amortized on a straight-line method over their estimated useful lives.

 

    Estimated        
    Useful        
    Life        
    (years)     Value  
FireFan mobile application     4     $ 331,000  
Back office software     10       408,000  
Tradename/trademark - FireFan     5       248,000  
Tradename/trademark - United Games     0.45       4,000  
Customer contracts/relationships     5       825,000  
              1,816,000  
Accumulated amortization as of March 31, 2019             (239,315 )
Net book value, March 31, 2019           $ 1,576,685  

 

Amortization expense is expected to be as follows:

 

Fiscal year ending March 31, 2020   $ 338,150  
Fiscal year ending March 31, 2021     338,150  
Fiscal year ending March 31, 2022     338,150  
Fiscal year ending March 31, 2023     280,565  
Fiscal year ending March 31, 2024 and beyond     281,670  
    $ 1,576,685  

 

Impairment of Long-Lived Assets

 

We have adopted ASC Subtopic 360-10, Property, Plant and Equipment. ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by us be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or when the historical cost carrying value of an asset may no longer be appropriate. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

 

We evaluate the recoverability of long-lived assets based upon future net cash flows expected to result from the asset, including eventual disposition. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted and an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.

 

Fair Value of Financial Instruments

 

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

 

U.S. generally accepted accounting principles provide for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

 

  Level 1: Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.
     
  Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:

 

  - quoted prices for similar assets or liabilities in active markets;
  - quoted prices for identical or similar assets or liabilities in markets that are not active;
  - inputs other than quoted prices that are observable for the asset or liability; and
  - inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

  Level 3: Inputs that are unobservable and reflect management’s own assumptions about the inputs market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows).

 

Our financial instruments consist of cash, accounts receivable, and accounts payable. We have determined that the book value of our outstanding financial instruments as of March 31, 2019 and March 31, 2018, approximates the fair value due to their short-term nature.

 

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, 2019:

 

    Level 1     Level 2     Level 3     Total  
Cryptocurrencies   $ 142,061     $ -     $ -     $ 142,061  
Total Assets   $ 142,061     $ -     $ -     $ 142,061  
                                 
Derivative liability   $ -     $ 1,358,901     $ -     $ 1,358,901  
Total Liabilities   $ -     $ 1,358,901     $ -     $ 1,358,901  

 

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, 2018:

 

    Level 1     Level 2     Level 3     Total  
Cryptocurrencies   $ 480,370     $ -     $ -     $ 480,370  
Total Assets   $ 480,370     $ -     $ -     $ 480,370  
                                 
Total Liabilities   $ -     $ -     $ -     $ -  

 

Revenue Recognition

 

Effective April 1, 2018, we adopted the ASC Subtopic 606-10, Revenue from Contracts with Customers. The adoption of ASC 606-10 had no impact on prior year or previously disclosed amounts. In accordance with ASC 606-10, revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract.

 

The majority of our revenue is generated by subscription sales and payment is received at the time of purchase. Our performance obligation is to provide services over a fixed subscription period; therefore, we recognize revenue ratably 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 collection is not probable until that time has passed. Revenues are presented net of refunds, sales incentives, credits, and known and estimated credit card chargebacks.

 

We generate revenue from the sale of cryptocurrency mining services to our customers through an arrangement with a third-party supplier. Our performance obligation is to arrange for the third-party to provide mining services to our customers and payment is received at the time of purchase, therefore revenue is recognized upon receipt of payment. We recognize revenue in the amount of the fee to which we are entitled to as an agent, or the amount of consideration that we retain after paying the third-party the consideration received in exchange for the services the third-party is to provide.

 

We generate revenue from the sale of high-speed computer processing equipment that is used for any of the following intense processing activities: protein folding, CGI rendering, game streaming, machine & deep learning, mining, independent financial verification, and general high-speed computing. Our performance obligation is to deliver an equipment package to our customers that includes hardware, software, and firmware and is drop-shipped to a hosting data center. We receive payment at the time of purchase and recognize revenue when the equipment package is delivered and ready for maintenance and hosting, which our customers arrange for, and obtain, from a separate third party that provides such services.

 

Revenue generated for the year ended March 31, 2019, was as follows:

 

    Subscription
Revenue
    Equipment Sales     Cryptocurrency
Mining Revenue
    Total  
Gross billings   $ 28,518,660     $ 698,954     $ 5,775,269     $ 34,992,883  
Refunds, incentives, credits, and chargebacks     (1,495,458 )     (4,000 )     (6,501 )     (1,505,959 )
Amounts paid to supplier     -       -       (3,827,843 )     (3,827,843 )
Net revenue   $ 27,023,202     $ 694,954     $ 1,940,925     $ 29,659,081  

 

Revenue generated for the year ended March 31, 2018, was as follows:

 

    Subscription
Revenue
    Equipment Sales     Cryptocurrency
Mining Revenue
    Total  
Gross billings   $ 14,758,614     $ -     $ 8,885,798     $ 23,644,412  
Refunds, incentives, credits, and chargebacks     (859,035 )     -       -       (859,035 )
Amounts paid to supplier     -       -       (4,867,945 )     (4,867,945 )
Net revenue   $ 13,899,579     $ -     $ 4,017,853     $ 17,917,432  

 

Advertising, Selling, and Marketing Costs

 

We expense advertising, selling, and marketing costs as incurred. Advertising, selling, and marketing costs include costs of promoting our product worldwide, including promotional events. Advertising, selling, and marketing expenses for the years ended March 31, 2019 and 2018, totaled $878,936 and $454,225, respectively.

 

Income Taxes

 

We have adopted ASC Subtopic 740-10, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities 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.

 

Net Income (Loss) per Share

 

We follow ASC Subtopic 260-10, Earnings per Share, which specifies the computation, presentation, and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. 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:

 

    March 31, 2019     March 31, 2018  
Convertible notes payable     -       -  
Options to purchase common stock     35,000       35,000  
Warrants to purchase common stock     5,052,497       6,169,497  
Notes convertible into common stock     52,162,055       -  
Total     57,249,552       6,204,497  

XML 52 R16.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Commitments and Contingencies
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]    
Commitments and Contingencies

NOTE 9 – COMMITMENTS AND CONTINGENCIES

 

Litigation

 

In the ordinary course of business, we may be or have been involved in legal proceedings from time to time. Below is a description of all legal proceedings we were involved in during the nine months ended December 31, 2019.

 

In February 2018, we received a subpoena from the United States Commodity Futures Trading Commission (“CFTC”). We complied with the terms of the subpoena, negotiated a resolution of this matter with the CFTC staff, and a final order was issued on September 14, 2018. Under the order, we are not admitting or denying any of the allegations, will pay a fine of $150,000, and have agreed not to act as an unregistered Commodities Trading Advisor in the future. As of December 31, 2019 we have paid all amounts owed to CFTC and no unpaid balance remains.

 

In April of 2019, we received a Summons and Complaint from Fibernet Corp making claims of unpaid invoices and breach of contracts entered into in February 2012 and January 2015 as RazorData Corp. Without admitting fault or liability, in June of 2019, we entered into an agreement with Fibernet Corp to settle all claims and release us from any future claims in exchange for a payment of $35,160 to avoid ongoing litigation related to this matter.

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. Below is a description of all legal proceedings we were involved in during the year ended March 31, 2019:

 

  On November 1, 2017, we filed a lawsuit in the Fourth Judicial District Court for Utah County, State of Utah, Wealth Generators, LLC, v. Evan Cabral, Daniel Lopez, John Legarreta, Johnathan Lopez, Julian Kuschner, Nick Gomez, Luke Shulla, Nestor Velazquez, Christopher Terry, Isis De La Torre, Alex Morton, Ivan Briongos, Brandon Boyd, and International Markets Live Ltd. d/b/a iMarketslive, Civil No. 170401615, alleging corporate espionage and misappropriation of corporate information. The lawsuit alleges that International Markets Live Ltd., dba iMarketslive, conspired with a number of individuals affiliated with Wealth Generators to steal our confidential information, intellectual property, and trade secrets. On September 27, 2018, the court issued its ruling granting in part and denying in part our motion for preliminary injunction. On January 2, 2019, the parties entered into a settlement agreement in which they agreed to release all claims and have the litigation dismissed with prejudice, with neither party making any payment to the other, but with the defendants agreeing to make a $5,000 donation to charity. On February 22, 2019, the matter was dismissed with prejudice.

 

  In February 2018, we received a subpoena from the United States Commodity Futures Trading Commission (“CFTC”). We complied with the terms of the subpoena, negotiated a resolution of this matter with the CFTC staff, and a final order was issued on September 14, 2018. Under the order, we did not admit or deny any of the allegations, agreed to pay a fine of $150,000, and agreed not to act as an unregistered Commodities Trading Advisor in the future. As of March 31, 2019, we have paid $90,000 to CFTC and the remaining unpaid balance has been included in accounts payable and accrued liabilities on our consolidated balance sheet.
     
  Jim Westphal filed a wage claim against Kuvera, LLC (at the time named Wealth Generators, LLC), in the United States District Court for the District of Utah, Central Division (Case No. 2:18-cv-00080) in the amount of $6,500 plus liquidated damages. Mr. Westphal is claiming unpaid overtime wages. We contend that Mr. Westphal was an independent contractor, hired on a limited basis to perform software services, and is accordingly not entitled to overtime payments under the Fair Labor Standards Act. Moreover, Mr. Westphal never provided the promised software pursuant to the parties’ agreement. We filed a counterclaim on July 12, 2018, seeking damages of approximately $20,000 and demanding a jury trial. In December 2018, the parties settled the matter with a joint motion. As a result of the settlement, we paid Mr. Westphal $1,500 and the case was dismissed.
     
  In April of 2019, we received a Summons and Complaint from Fibernet Corp making claims of unpaid invoices and breach of contracts entered into in February 2012 and January 2015 as RazorData Corp. Without admitting fault or liability, in June of 2019, we entered into an agreement with Fibernet Corp to settle all claims and release us from any future claims in exchange for a payment of $35,160 to avoid ongoing litigation related to this matter.

XML 53 R39.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies - Schedule of Sale and Leaseback Transactions (Details) - USD ($)
9 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Other current liabilities $ (7,576,800)
Other long-term liabilities 1,652,593
Sale and Leaseback [Member]    
Proceeds from sales of APEX 9,693,141  
Interest recognized on financial liability 877,352  
Payments made for leased equipment (1,341,100)  
Total financial liability 9,229,393  
Other current liabilities [1] (7,576,800)  
Other long-term liabilities $ 1,652,593  
[1] Represents lease payments to be made in the next 12 months
XML 54 R35.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies - Schedule of Long-Lived Assets (Details) - USD ($)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Mar. 28, 2019
Estimated useful life 15 years 15 years  
Long-lived intangible assets $ 991,000 $ 1,816,000  
Accumulated amortization (254,949) (239,315)  
Net book value $ 736,051 $ 1,576,685  
FireFan Mobile Application [Member]      
Estimated useful life 4 years 4 years  
Long-lived intangible assets $ 331,000 $ 331,000  
Back Office Software [Member]      
Estimated useful life 10 years   10 years
Long-lived intangible assets $ 408,000 $ 408,000  
Tradename/trademark - FireFan [Member]      
Estimated useful life 5 years 5 years  
Long-lived intangible assets $ 248,000 $ 248,000  
Tradename/trademark - United Games [Member]      
Estimated useful life 5 months 12 days 5 months 12 days  
Long-lived intangible assets $ 4,000 $ 4,000  
Customer Contracts/relationships [Member]      
Estimated useful life 0 years 5 years  
Long-lived intangible assets $ 825,000  
XML 55 R31.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Apr. 02, 2019
Jun. 30, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Gain on deconsolidation     $ 53,739    
Other assets current     156,448   156,448   $ 142,061 $ 480,370
Realized (gain) loss on cryptocurrency     10 (1,091) (657) 16,363 16,241 (10,939)
Unrealized (gain) loss on cryptocurrency     16,885 116 (8,445) (95,810) (106,488) 135,729
Depreciation expense         $ 320,528 4,126 $ 5,332 2,639
Annual amortization on intangible assets         15 years   15 years  
Amortization         $ 113,315 113,315 $ 150,400
Impairment     627,452 627,452    
Long-term license agreement     1,869,905   1,869,905   1,983,220 2,133,620
Customer advance     $ 607,205   $ 607,205   $ 265,000
License Agreement [Member]                
Number of shares issued during period   80,000,000            
Value of shares issued during period   $ 2,256,000            
Agreement term   15 years            
Amortization   $ 150,400            
Kuvera LATAM S.A.S [Member]                
Gain on deconsolidation $ 53,739              
XML 56 R22.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Acquisitions (Tables)
12 Months Ended
Mar. 31, 2019
Schedule of Business Acquisition, Pro Forma Information

This pro forma information does not purport to represent what the actual results of our operations would have been had the acquisition occurred on this date nor does it purport to predict the results of operations for future periods:

 

    Year Ended March 31,  
    2019     2018  
Revenues   $ 27,961,351     $ 19,416,537  
Net (loss)   $ (5,288,735 )   $ (16,371,058 )
Loss per common share   $ (0.00 )   $ (0.01 )

Wealth Generators [Member]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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.

Acquisition of United Games, LLC and United League, LLC [Member]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the purchase accounting for the fair value of the assets acquired and liabilities assumed at the date of the acquisition and the gain on bargain purchase which resulted from the fair value of the intangible assets acquired exceeding the fair value of our common stock given as consideration:

 

Cash   $ 3,740  
Receivables     361,345  
Intangible assets (see Note 2)     1,816,000  
Total assets acquired     2,181,085  
         
Accounts payable and accrued liabilities     409,803  
Total liabilities assumed     409,803  
         
Net assets acquired     1,771,282  
         
Consideration [1]     800,000  
         
Gain on bargain purchase   $ 971,282  

 

  [1] The 50,000,000 shares of our common stock transferred as consideration in accordance with the Purchase Agreement was valued on July 20, 2018, the date of acquisition, based on the weighted equity fair value of $0.016 per share as determined by a third party valuation firm.

XML 57 R26.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Stockholders' Equity (Deficit) (Tables)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Equity [Abstract]    
Summary of Changes in Employee Stock Options Outstanding and the Related Prices

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:

 

                Weighted        
          Weighted     Average        
          Average     Remaining     Aggregate  
    Number of     Exercise     Contractual     Intrinsic  
    Shares     Price     Life (years)     Value  
Options outstanding at March 31, 2018     35,000     $ 10.00       1.51     $ -  
Granted     -     $ -                  
Exercised     -     $ -                  
Canceled / expired     -     $ -                  
Options outstanding at March 31, 2019     35,000     $ 10.00       0.51     $ -  
Granted     -     $ -                  
Exercised     -     $ -                  
Canceled / expired     (35,000 )   $ 10.00                  
Options outstanding at December 31, 2019     -     $ -       -     $ -  
Options exercisable at December 31, 2019     -     $ -       -     $ -  

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:

 

                Weighted        
          Weighted     Average        
          Average     Remaining     Aggregate  
    Number of     Exercise     Contractual     Intrinsic  
    Shares     Price     Life (years)     Value  
Options outstanding at March 31, 2017     35,000     $ 10.00       2.51     $ -  
Granted     -     $ -                  
Exercised     -     $ -                  
Canceled / expired     -     $ -                  
Options outstanding at March 31, 2018     35,000     $ 10.00       1.51     $ -  
Granted     -     $ -                  
Exercised     -     $ -                  
Canceled / expired     -     $ -                  
Options outstanding at March 31, 2019     35,000     $ 10.00       0.51     $ -  
Options exercisable at March 31, 2019     35,000     $ 10.00       0.51     $ -  

Summary of Warrants Outstanding and Related Prices

The following table summarizes the warrants outstanding and the related prices for the shares of our common stock as of December 31, 2019:

 

      Warrants Outstanding     Warrants Exercisable  
            Weighted                    
            Average     Weighted           Weighted  
            Remaining     Average           Average  
Exercise     Number     Contractual     Exercise     Number     Exercise  
Price     Outstanding     Life (Years)     Price     Exercisable     Price  
$ 1.50       125,000       0.46     $ 1.50       125,000     $ 1.50  

The following table summarizes the warrants outstanding and the related prices for the shares of our common stock as of March 31, 2019:

 

      Warrants Outstanding     Warrants Exercisable  
            Weighted                    
            Average     Weighted           Weighted  
            Remaining     Average           Average  
Exercise     Number     Contractual     Exercise     Number     Exercise  
Price     Outstanding     Life (Years)     Price     Exercisable     Price  
$ 1.50       5,052,497       0.36     $ 1.50       5,052,497     $ 1.50  

Summary of Warrants Issued

Transactions involving our warrant issuance are summarized as follows:

 

          Weighted  
    Number of     Average  
    Shares     Exercise Price  
Warrants outstanding at March 31, 2018     6,169,497     $ 1.50  
Granted / restated     -     $ -  
Canceled     -     $ -  
Expired     (1,117,000 )   $ 1.48  
Warrants outstanding at March 31, 2019     5,052,497     $ 1.50  
Granted     -     $ -  
Canceled     -     $ -  
Expired     (4,927,497 )   $ 1.50  
Warrants outstanding at December 31, 2019     125,000     $ 1.50  

Transactions involving our warrant issuance are summarized as follows:

 

          Weighted  
    Number of     Average  
    Shares     Exercise Price  
Warrants outstanding at March 31, 2017     6,534,810     $ 1.48  
Granted / restated     -     $ -  
Canceled     -     $ -  
Expired     (365,313 )   $ (1.18 )
Warrants outstanding at March 31, 2018     6,169,497     $ 1.50  
Granted     -     $ -  
Canceled     -     $ -  
Expired     (1,117,000 )   $ (1.48 )
Warrants outstanding at March 31, 2019     5,052,497     $ 1.50  

XML 58 R68.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Operating Lease (Details Narrative)
3 Months Ended 9 Months Ended
Dec. 31, 2019
USD ($)
ft²
Dec. 31, 2019
USD ($)
ft²
Mar. 31, 2019
USD ($)
Variable lease costs $ 831 $ 1,385  
Operating lease liabilities 118,397 118,397  
Operating lease right-of-use asset 112,564 112,564
Operating lease expense 16,397 24,630  
Operating cash flow lease for operating leases $ 12,897 $ 18,797  
Operating lease weighted average remaining lease term 2 years 4 months 2 days 2 years 4 months 2 days  
Operating lease weighted average discount rate 12.00% 12.00%  
Eatontown New Jersey [Member]      
Operating lease liabilities $ 110,097 $ 110,097  
Kaysville Lease [Member]      
Operating lease right-of-use asset $ 21,147 $ 21,147  
Eatontown New Jersey and Kaysville Utah [Member]      
Area of land | ft² 1.75 1.75  
Operating lease terms 3 years 3 years  
XML 59 R60.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Derivative Liability - Schedule of Assumptions Used in Binominal Option Pricing Model (Details)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Integer
Risk Free Interest Rate [Member] | Minimum [Member]    
Fair value measurements valuation techniques, percent 1.53 2.40
Risk Free Interest Rate [Member] | Maximum [Member]    
Fair value measurements valuation techniques, percent 2.13 2.58
Expected Life in Years [Member] | Minimum [Member]    
Fair value measurements valuation techniques, term 11 days 4 months 6 days
Expected Life in Years [Member] | Maximum [Member]    
Fair value measurements valuation techniques, term 1 year 2 months 30 days 1 year 2 months 30 days
Expected Volatility [Member] | Minimum [Member]    
Fair value measurements valuation techniques, percent 250 222
Expected Volatility [Member] | Maximum [Member]    
Fair value measurements valuation techniques, percent 381 268
XML 60 FilingSummary.xml IDEA: XBRL DOCUMENT 3.19.3.a.u2 html 435 515 1 true 133 0 false 6 false false R1.htm 00000001 - Document - Document and Entity Information Sheet http://investview.com/role/DocumentAndEntityInformation Document and Entity Information Cover 1 false false R2.htm 00000002 - Statement - Condensed Consolidated Balance Sheets Sheet http://investview.com/role/BalanceSheets Condensed Consolidated Balance Sheets Statements 2 false false R3.htm 00000003 - Statement - Condensed Consolidated Balance Sheets (Parenthetical) Sheet http://investview.com/role/BalanceSheetsParenthetical Condensed Consolidated Balance Sheets (Parenthetical) Statements 3 false false R4.htm 00000004 - Statement - Condensed Consolidated Statements of Operations and Other Comprehensive Income Sheet http://investview.com/role/StatementsOfOperationsAndOtherComprehensiveIncome Condensed Consolidated Statements of Operations and Other Comprehensive Income Statements 4 false false R5.htm 00000005 - Statement - Condensed Consolidated Statements of Stockholders' Equity (Deficit) Sheet http://investview.com/role/StatementsOfStockholdersEquityDeficit Condensed Consolidated Statements of Stockholders' Equity (Deficit) Statements 5 false false R6.htm 00000006 - Statement - Condensed Consolidated Statements of Cash Flows Sheet http://investview.com/role/StatementsOfCashFlows Condensed Consolidated Statements of Cash Flows Statements 6 false false R7.htm 00000007 - Disclosure - Organization and Nature of Business Sheet http://investview.com/role/OrganizationAndNatureOfBusiness Organization and Nature of Business Notes 7 false false R8.htm 00000008 - Disclosure - Summary of Significant Accounting Policies Sheet http://investview.com/role/SummaryOfSignificantAccountingPolicies Summary of Significant Accounting Policies Notes 8 false false R9.htm 00000009 - Disclosure - Recent Accounting Pronouncements Sheet http://investview.com/role/RecentAccountingPronouncements Recent Accounting Pronouncements Notes 9 false false R10.htm 00000010 - Disclosure - Going Concern and Liquidity Sheet http://investview.com/role/GoingConcernAndLiquidity Going Concern and Liquidity Notes 10 false false R11.htm 00000011 - Disclosure - Acquisitions Sheet http://investview.com/role/Acquisitions Acquisitions Notes 11 false false R12.htm 00000012 - Disclosure - Related-Party Transactions Sheet http://investview.com/role/Related-partyTransactions Related-Party Transactions Notes 12 false false R13.htm 00000013 - Disclosure - Debt Sheet http://investview.com/role/Debt Debt Notes 13 false false R14.htm 00000014 - Disclosure - Derivative Liability Sheet http://investview.com/role/DerivativeLiability Derivative Liability Notes 14 false false R15.htm 00000015 - Disclosure - Stockholders' Equity (Deficit) Sheet http://investview.com/role/StockholdersEquityDeficit Stockholders' Equity (Deficit) Notes 15 false false R16.htm 00000016 - Disclosure - Commitments and Contingencies Sheet http://investview.com/role/CommitmentsAndContingencies Commitments and Contingencies Notes 16 false false R17.htm 00000017 - Disclosure - Operating Lease Sheet http://investview.com/role/OperatingLease Operating Lease Notes 17 false false R18.htm 00000018 - Disclosure - Income Taxes Sheet http://investview.com/role/IncomeTaxes Income Taxes Notes 18 false false R19.htm 00000019 - Disclosure - Subsequent Events Sheet http://investview.com/role/SubsequentEvents Subsequent Events Notes 19 false false R20.htm 00000020 - Disclosure - Summary of Significant Accounting Policies (Policies) Sheet http://investview.com/role/SummaryOfSignificantAccountingPoliciesPolicies Summary of Significant Accounting Policies (Policies) Policies http://investview.com/role/SummaryOfSignificantAccountingPolicies 20 false false R21.htm 00000021 - Disclosure - Summary of Significant Accounting Policies (Tables) Sheet http://investview.com/role/SummaryOfSignificantAccountingPoliciesTables Summary of Significant Accounting Policies (Tables) Tables http://investview.com/role/SummaryOfSignificantAccountingPolicies 21 false false R22.htm 00000022 - Disclosure - Acquisitions (Tables) Sheet http://investview.com/role/AcquisitionsTables Acquisitions (Tables) Tables http://investview.com/role/Acquisitions 22 false false R23.htm 00000023 - Disclosure - Related-Party Transactions (Tables) Sheet http://investview.com/role/Related-partyTransactionsTables Related-Party Transactions (Tables) Tables http://investview.com/role/Related-partyTransactions 23 false false R24.htm 00000024 - Disclosure - Debt (Tables) Sheet http://investview.com/role/DebtTables Debt (Tables) Tables http://investview.com/role/Debt 24 false false R25.htm 00000025 - Disclosure - Derivative Liability (Tables) Sheet http://investview.com/role/DerivativeLiabilityTables Derivative Liability (Tables) Tables http://investview.com/role/DerivativeLiability 25 false false R26.htm 00000026 - Disclosure - Stockholders' Equity (Deficit) (Tables) Sheet http://investview.com/role/StockholdersEquityDeficitTables Stockholders' Equity (Deficit) (Tables) Tables http://investview.com/role/StockholdersEquityDeficit 26 false false R27.htm 00000027 - Disclosure - Operating Lease (Tables) Sheet http://investview.com/role/OperatingLeaseTables Operating Lease (Tables) Tables http://investview.com/role/OperatingLease 27 false false R28.htm 00000028 - Disclosure - Income Taxes (Tables) Sheet http://investview.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://investview.com/role/IncomeTaxes 28 false false R29.htm 00000029 - Disclosure - Organization and Nature of Business (Details Narrative) Sheet http://investview.com/role/OrganizationAndNatureOfBusinessDetailsNarrative Organization and Nature of Business (Details Narrative) Details http://investview.com/role/OrganizationAndNatureOfBusiness 29 false false R30.htm 00000030 - Disclosure - Organization and Nature of Business (Details Narrative) (10-K) Sheet http://investview.com/role/OrganizationAndNatureOfBusinessDetailsNarrative10-k Organization and Nature of Business (Details Narrative) (10-K) Details http://investview.com/role/OrganizationAndNatureOfBusiness 30 false false R31.htm 00000031 - Disclosure - Summary of Significant Accounting Policies (Details Narrative) Sheet http://investview.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative Summary of Significant Accounting Policies (Details Narrative) Details http://investview.com/role/SummaryOfSignificantAccountingPoliciesTables 31 false false R32.htm 00000032 - Disclosure - Summary of Significant Accounting Policies (Details Narrative) (10-K) Sheet http://investview.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative10-k Summary of Significant Accounting Policies (Details Narrative) (10-K) Details http://investview.com/role/SummaryOfSignificantAccountingPoliciesTables 32 false false R33.htm 00000033 - Disclosure - Summary of Significant Accounting Policies - Schedule of Exchange Rates (Details) Sheet http://investview.com/role/SummaryOfSignificantAccountingPolicies-ScheduleOfExchangeRatesDetails Summary of Significant Accounting Policies - Schedule of Exchange Rates (Details) Details 33 false false R34.htm 00000034 - Disclosure - Summary of Significant Accounting Policies - Schedule of Fixed Assets (Details) Sheet http://investview.com/role/SummaryOfSignificantAccountingPolicies-ScheduleOfFixedAssetsDetails Summary of Significant Accounting Policies - Schedule of Fixed Assets (Details) Details 34 false false R35.htm 00000035 - Disclosure - Summary of Significant Accounting Policies - Schedule of Long-Lived Assets (Details) Sheet http://investview.com/role/SummaryOfSignificantAccountingPolicies-ScheduleOfLong-livedAssetsDetails Summary of Significant Accounting Policies - Schedule of Long-Lived Assets (Details) Details 35 false false R36.htm 00000036 - Disclosure - Summary of Significant Accounting Policies - Schedule of Amortization Expense (Details) Sheet http://investview.com/role/SummaryOfSignificantAccountingPolicies-ScheduleOfAmortizationExpenseDetails Summary of Significant Accounting Policies - Schedule of Amortization Expense (Details) Details 36 false false R37.htm 00000037 - Disclosure - Summary of Significant Accounting Policies - Schedule of Amortization Expense (Details) (10-K) Sheet http://investview.com/role/SummaryOfSignificantAccountingPolicies-ScheduleOfAmortizationExpenseDetails10-k Summary of Significant Accounting Policies - Schedule of Amortization Expense (Details) (10-K) Details 37 false false R38.htm 00000038 - Disclosure - Summary of Significant Accounting Policies - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) Sheet http://investview.com/role/SummaryOfSignificantAccountingPolicies-ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisDetails Summary of Significant Accounting Policies - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) Details 38 false false R39.htm 00000039 - Disclosure - Summary of Significant Accounting Policies - Schedule of Sale and Leaseback Transactions (Details) Sheet http://investview.com/role/SummaryOfSignificantAccountingPolicies-ScheduleOfSaleAndLeasebackTransactionsDetails Summary of Significant Accounting Policies - Schedule of Sale and Leaseback Transactions (Details) Details 39 false false R40.htm 00000040 - Disclosure - Summary of Significant Accounting Policies - Schedule of Revenue Generated (Details) Sheet http://investview.com/role/SummaryOfSignificantAccountingPolicies-ScheduleOfRevenueGeneratedDetails Summary of Significant Accounting Policies - Schedule of Revenue Generated (Details) Details 40 false false R41.htm 00000041 - Disclosure - Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) Sheet http://investview.com/role/SummaryOfSignificantAccountingPolicies-ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareDetails Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) Details 41 false false R42.htm 00000042 - Disclosure - Going Concern and Liquidity (Details Narrative) Sheet http://investview.com/role/GoingConcernAndLiquidityDetailsNarrative Going Concern and Liquidity (Details Narrative) Details http://investview.com/role/GoingConcernAndLiquidity 42 false false R43.htm 00000043 - Disclosure - Going Concern and Liquidity (Details Narrative) (10-K) Sheet http://investview.com/role/GoingConcernAndLiquidityDetailsNarrative10-k Going Concern and Liquidity (Details Narrative) (10-K) Details http://investview.com/role/GoingConcernAndLiquidity 43 false false R44.htm 00000044 - Disclosure - Acquisitions (Details Narrative) (10-K) Sheet http://investview.com/role/AcquisitionsDetailsNarrative10-k Acquisitions (Details Narrative) (10-K) Details http://investview.com/role/AcquisitionsTables 44 false false R45.htm 00000045 - Disclosure - Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (10-K) Sheet http://investview.com/role/Acquisitions-ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedDetails10-k Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (10-K) Details 45 false false R46.htm 00000046 - Disclosure - Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (10-K) (Parenthetical) Sheet http://investview.com/role/Acquisitions-ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedDetails10-kParenthetical Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (10-K) (Parenthetical) Details 46 false false R47.htm 00000047 - Disclosure - Acquisitions - Schedule of Business Acquisition, Pro Forma Information (Details) (10-K) Sheet http://investview.com/role/Acquisitions-ScheduleOfBusinessAcquisitionProFormaInformationDetails10-k Acquisitions - Schedule of Business Acquisition, Pro Forma Information (Details) (10-K) Details 47 false false R48.htm 00000048 - Disclosure - Related Party Transactions (Details Narrative) (10-K) Sheet http://investview.com/role/RelatedPartyTransactionsDetailsNarrative10-k Related Party Transactions (Details Narrative) (10-K) Details 48 false false R49.htm 00000049 - Disclosure - Related-Party Transactions - Schedule of Related Party Payables (Details) Sheet http://investview.com/role/Related-partyTransactions-ScheduleOfRelatedPartyPayablesDetails Related-Party Transactions - Schedule of Related Party Payables (Details) Details 49 false false R50.htm 00000050 - Disclosure - Related-Party Transactions - Schedule of Related Party Payables (Details) (Parenthetical) Sheet http://investview.com/role/Related-partyTransactions-ScheduleOfRelatedPartyPayablesDetailsParenthetical Related-Party Transactions - Schedule of Related Party Payables (Details) (Parenthetical) Details 50 false false R51.htm 00000051 - Disclosure - Related Party Transactions - Schedule of Related Party Payables (Details) (10-K) Sheet http://investview.com/role/RelatedPartyTransactions-ScheduleOfRelatedPartyPayablesDetails10-k Related Party Transactions - Schedule of Related Party Payables (Details) (10-K) Details 51 false false R52.htm 00000052 - Disclosure - Related Party Transactions - Schedule of Related Party Payables (Details) (10-K) (Parenthetical) Sheet http://investview.com/role/RelatedPartyTransactions-ScheduleOfRelatedPartyPayablesDetails10-kParenthetical Related Party Transactions - Schedule of Related Party Payables (Details) (10-K) (Parenthetical) Details 52 false false R53.htm 00000053 - Disclosure - Debt (Details Narrative) Sheet http://investview.com/role/DebtDetailsNarrative Debt (Details Narrative) Details http://investview.com/role/DebtTables 53 false false R54.htm 00000054 - Disclosure - Debt - (Details Narrative) (10-K) Sheet http://investview.com/role/Debt-DetailsNarrative10-k Debt - (Details Narrative) (10-K) Details 54 false false R55.htm 00000055 - Disclosure - Debt - Schedule of Debt (Details) Sheet http://investview.com/role/Debt-ScheduleOfDebtDetails Debt - Schedule of Debt (Details) Details 55 false false R56.htm 00000056 - Disclosure - Debt - Schedule of Debt (Details) (Parenthetical) Sheet http://investview.com/role/Debt-ScheduleOfDebtDetailsParenthetical Debt - Schedule of Debt (Details) (Parenthetical) Details 56 false false R57.htm 00000057 - Disclosure - Debt - Schedule of Debt (Details) (10-K) Sheet http://investview.com/role/Debt-ScheduleOfDebtDetails10-k Debt - Schedule of Debt (Details) (10-K) Details 57 false false R58.htm 00000058 - Disclosure - Debt - Schedule of Debt (Details) (10-K) (Parenthetical) Sheet http://investview.com/role/Debt-ScheduleOfDebtDetails10-kParenthetical Debt - Schedule of Debt (Details) (10-K) (Parenthetical) Details 58 false false R59.htm 00000059 - Disclosure - Derivative Liability - Schedule of Derivative Liability (Details) Sheet http://investview.com/role/DerivativeLiability-ScheduleOfDerivativeLiabilityDetails Derivative Liability - Schedule of Derivative Liability (Details) Details 59 false false R60.htm 00000060 - Disclosure - Derivative Liability - Schedule of Assumptions Used in Binominal Option Pricing Model (Details) Sheet http://investview.com/role/DerivativeLiability-ScheduleOfAssumptionsUsedInBinominalOptionPricingModelDetails Derivative Liability - Schedule of Assumptions Used in Binominal Option Pricing Model (Details) Details 60 false false R61.htm 00000061 - Disclosure - Stockholders' Equity (Deficit) (Details Narrative) Sheet http://investview.com/role/StockholdersEquityDeficitDetailsNarrative Stockholders' Equity (Deficit) (Details Narrative) Details http://investview.com/role/StockholdersEquityDeficitTables 61 false false R62.htm 00000062 - Disclosure - Stockholders' Equity (Details Narrative) (10-K) Sheet http://investview.com/role/StockholdersEquityDetailsNarrative10-k Stockholders' Equity (Details Narrative) (10-K) Details http://investview.com/role/StockholdersEquityDeficitTables 62 false false R63.htm 00000063 - Disclosure - Stockholders' Equity (Deficit) - Summary of Changes in Employee Stock Options Outstanding and the Related Prices (Details) Sheet http://investview.com/role/StockholdersEquityDeficit-SummaryOfChangesInEmployeeStockOptionsOutstandingAndRelatedPricesDetails Stockholders' Equity (Deficit) - Summary of Changes in Employee Stock Options Outstanding and the Related Prices (Details) Details http://investview.com/role/StockholdersEquityDeficitTables 63 false false R64.htm 00000064 - Disclosure - Stockholders' Equity (Deficit) - Summary of Warrants Outstanding and Related Prices (Details) Sheet http://investview.com/role/StockholdersEquityDeficit-SummaryOfWarrantsOutstandingAndRelatedPricesDetails Stockholders' Equity (Deficit) - Summary of Warrants Outstanding and Related Prices (Details) Details http://investview.com/role/StockholdersEquityDeficitTables 64 false false R65.htm 00000065 - Disclosure - Stockholders' Equity (Deficit) - Summary of Warrants Issued (Details) Sheet http://investview.com/role/StockholdersEquityDeficit-SummaryOfWarrantsIssuedDetails Stockholders' Equity (Deficit) - Summary of Warrants Issued (Details) Details http://investview.com/role/StockholdersEquityDeficitTables 65 false false R66.htm 00000066 - Disclosure - Commitments and Contingencies (Details Narrative) Sheet http://investview.com/role/CommitmentsAndContingenciesDetailsNarrative Commitments and Contingencies (Details Narrative) Details http://investview.com/role/CommitmentsAndContingencies 66 false false R67.htm 00000067 - Disclosure - Commitments and Contingencies (Details Narrative) (10-K) Sheet http://investview.com/role/CommitmentsAndContingenciesDetailsNarrative10-k Commitments and Contingencies (Details Narrative) (10-K) Details http://investview.com/role/CommitmentsAndContingencies 67 false false R68.htm 00000068 - Disclosure - Operating Lease (Details Narrative) Sheet http://investview.com/role/OperatingLeaseDetailsNarrative Operating Lease (Details Narrative) Details http://investview.com/role/OperatingLeaseTables 68 false false R69.htm 00000069 - Disclosure - Operating Lease - Schedule of Future Minimum Lease Payments Under Non-cancellable Leases (Details) Sheet http://investview.com/role/OperatingLease-ScheduleOfFutureMinimumLeasePaymentsUnderNon-cancellableLeasesDetails Operating Lease - Schedule of Future Minimum Lease Payments Under Non-cancellable Leases (Details) Details 69 false false R70.htm 00000070 - Disclosure - Income Taxes (Details Narrative) (10-K) Sheet http://investview.com/role/IncomeTaxesDetailsNarrative10-k Income Taxes (Details Narrative) (10-K) Details http://investview.com/role/IncomeTaxesTables 70 false false R71.htm 00000071 - Disclosure - Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (10-K) Sheet http://investview.com/role/IncomeTaxes-ScheduleOfDeferredTaxAssetsAndLiabilitiesDetails10-k Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (10-K) Details 71 false false R72.htm 00000072 - Disclosure - Income Taxes - Schedule of Provision for Income Tax (Details) (10-K) Sheet http://investview.com/role/IncomeTaxes-ScheduleOfProvisionForIncomeTaxDetails10-k Income Taxes - Schedule of Provision for Income Tax (Details) (10-K) Details 72 false false R73.htm 00000073 - Disclosure - Subsequent Events (Details Narrative) Sheet http://investview.com/role/SubsequentEventsDetailsNarrative Subsequent Events (Details Narrative) Details http://investview.com/role/SubsequentEvents 73 false false R74.htm 00000074 - Disclosure - Subsequent Events (Details Narrative) (10-K) Sheet http://investview.com/role/SubsequentEventsDetailsNarrative10-k Subsequent Events (Details Narrative) (10-K) Details http://investview.com/role/SubsequentEvents 74 false false All Reports Book All Reports invu-20191231.xml invu-20191231.xsd invu-20191231_cal.xml invu-20191231_def.xml invu-20191231_lab.xml invu-20191231_pre.xml http://fasb.org/srt/2019-01-31 http://xbrl.sec.gov/dei/2019-01-31 http://fasb.org/us-gaap/2019-01-31 true true XML 61 R64.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Stockholders' Equity (Deficit) - Summary of Warrants Outstanding and Related Prices (Details) - $ / shares
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Mar. 31, 2018
Mar. 31, 2017
Equity [Abstract]        
Warrants Outstanding, Exercise Price $ 1.50 $ 1.50    
Warrants Outstanding, Number Outstanding 125,000 5,052,497 6,169,497 6,534,810
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) 5 months 16 days 4 months 9 days    
Warrants Outstanding, Weighted Average Exercise Price $ 1.50 $ 1.50    
Warrants Exercisable, Number Exercisable 125,000 5,052,497    
Warrants Exercisable, Weighted Average Exercise Price $ 1.50 $ 1.50    
XML 62 R47.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Acquisitions - Schedule of Business Acquisition, Pro Forma Information (Details) (10-K) - USD ($)
12 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Business Combinations [Abstract]    
Revenues $ 27,961,351 $ 19,416,537
Net (loss) $ (5,288,735) $ (16,371,058)
Loss per common share $ 0.00 $ (0.01)
XML 63 R43.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Going Concern and Liquidity (Details Narrative) (10-K) - USD ($)
1 Months Ended 9 Months Ended 12 Months Ended
Apr. 02, 2019
Feb. 12, 2020
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Accumulated deficit     $ 33,684,432   $ 25,096,983 $ 20,085,947
Net loss     (8,587,449)   (5,011,036)  
Net cash used in operations     (4,690,473) $ 2,580,818 2,983,251 1,045,665
Working capital deficit     10,938,623   2,222,990  
Proceeds from related parties     2,164,500 1,480,777 1,905,777 498,380
Proceeds from lending arrangements     2,177,452 $ 1,955,000 $ 4,115,961 $ 1,675,000
Proceeds from the sale of stock     $ 825,000      
Subsequent Event [Member]            
Proceeds from related parties   $ 1,070,000        
Proceeds from new lending arrangements $ 200,000          
Proceeds from the sale of stock $ 325,000          
XML 64 R71.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (10-K) - USD ($)
Mar. 31, 2019
Mar. 31, 2018
Income Tax Disclosure [Abstract]    
Deferred tax assets, NOL carryover $ 2,363,900 $ 1,146,200
Deferred tax assets, Amortization 209,100 335,600
Deferred tax assets, Contingent Liability 49,100 45,000
Deferred tax assets, Related party accruals 1,500
Deferred tax liabilities, Depreciation (1,200) (2,900)
Deferred tax liabilities. Valuation allowance (2,622,400) (1,523,900)
Total long-term deferred income tax assets
XML 65 R52.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Related Party Transactions - Schedule of Related Party Payables (Details) (10-K) (Parenthetical) - USD ($)
9 Months Ended 12 Months Ended
Jan. 16, 2019
Aug. 31, 2018
Aug. 17, 2018
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Proceeds from debt       $ 2,177,452 $ 1,955,000 $ 4,115,961 $ 1,675,000
Repayments for related party debt       1,754,500 $ 996,169 1,367,168 1,316,500
Short-term promissory note advance funds     $ 100,000 668,608 [1]   440,489 [2] $ 1,880 [2]
Debt instrument due date     Aug. 31, 2019        
Short-term Promissory Note [Member]              
Proceeds from debt $ 1,000,000            
Interest incurred           5,000  
Repayments for related party debt       $ 105,000      
Short-term promissory note advance funds     $ 100,000        
Debt instrument due date   Aug. 31, 2019 Aug. 31, 2018        
Wealth Generators [Member]              
Proceeds from debt           1,805,777  
Interest incurred           15,000  
Repayments for related party debt           $ 1,382,168  
[1] We periodically receive advances for operating funds from our current majority shareholders and other related parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand and are unsecured. During the nine months ended December 31, 2019, we received $1,164,500 in cash proceeds from advances, incurred $714,999 in interest expense on the advances, and repaid related parties $1,649,500. Also during the nine months ended December 31, 2019 we settled $1,880 of amounts that were recorded as due prior to March 31, 2018.
[2] 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 set interest rates associated with them, and are unsecured. During the year ended March 31, 2019, we received $1,805,777 in cash proceeds from advances, incurred $15,000 in interest, and repaid related parties a total of $1,382,168.
XML 66 R56.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Debt - Schedule of Debt (Details) (Parenthetical)
1 Months Ended 9 Months Ended 12 Months Ended
Sep. 11, 2019
USD ($)
Integer
Aug. 16, 2019
USD ($)
Aug. 15, 2019
USD ($)
Mar. 29, 2019
USD ($)
Mar. 14, 2019
USD ($)
Integer
Feb. 28, 2019
USD ($)
Feb. 15, 2019
USD ($)
Feb. 06, 2019
USD ($)
Integer
shares
Jan. 16, 2019
USD ($)
Jan. 11, 2019
USD ($)
Integer
Dec. 17, 2018
USD ($)
Sep. 28, 2018
USD ($)
Aug. 31, 2018
Aug. 17, 2018
Aug. 30, 2019
USD ($)
Integer
Feb. 28, 2019
USD ($)
Integer
shares
Jan. 31, 2019
USD ($)
Integer
Aug. 31, 2018
USD ($)
Dec. 31, 2019
USD ($)
shares
Dec. 31, 2018
USD ($)
Mar. 31, 2019
USD ($)
Oct. 31, 2018
USD ($)
Mar. 31, 2018
USD ($)
Proceeds from short-term debt                                 $ 631,617 $ 75,000 $ 200,000   $ 530,000    
Repayment of short-term debt                                 511,617            
Cash receipts                                     2,177,452 $ 1,955,000 4,115,961   $ 1,675,000
Repayments for debt                 $ 60,000                   3,801,562 1,164,396 2,936,044   1,424,578
Interest expense amortized                                     2,916,917 $ 161,154 1,052,523  
Debt periodic payment                                     230,000   581,000    
Proceeds form convertible promissory note                                     140,000        
Debt maturity date                           Aug. 31, 2019                  
Interest expenses                                     30,000   51,000    
Common stock value                                     3,003,490   2,640,161   $ 2,169,661
Short-term Promissory Note [Member]                                              
Proceeds from short-term debt                 120,000               631,617            
Repayment of short-term debt                                 $ 511,617            
Cash receipts                 $ 1,000,000                            
Repayments for debt                                     60,000        
Debt instrument interest percentage                 0.00%                            
Debt maturity date                         Aug. 31, 2019 Aug. 31, 2018                  
Convertible Promissory Note One [Member]                                              
Interest expense amortized                                     197,486   72,514    
Interest expenses                                     $ 11,136   4,172    
Issuance of common stock returnable shares as commitment fee | shares                                     22,500,000        
Accrued interest                                     $ 285,308        
Convertible Promissory Note Two [Member]                                              
Interest expense amortized                                     133,168   4,831    
Interest expenses                                     43,983   726    
Prepayment penalties                                     182,708        
Convertible Promissory Notes Three [Member]                                              
Debt instrument interest percentage                             12.00%                
Debt discount                             $ 103,000                
Interest expense amortized                                     27,783        
Proceeds form convertible promissory note                             100,000                
Loan fees                             $ 3,000                
Debt maturity date                             Nov. 28, 2020                
Conversion of lowest trading percentage                             65.00%                
Conversion of lowest trading days | Integer                             15                
Interest expenses                             $ 69,048       4,165        
Convertible Promissory Note Four Member]                                              
Debt instrument interest percentage 12.00%                                            
Debt discount $ 128,000                                            
Interest expense amortized                                     31,158        
Proceeds form convertible promissory note 125,000                                            
Loan fees $ 3,000                                            
Debt maturity date Dec. 10, 2020                                            
Conversion of lowest trading percentage 65.00%                                            
Conversion of lowest trading days | Integer 15                                            
Interest expenses $ 53,573                                   4,671        
Secured Merchant Agreement [Member]                                              
Cash receipts       $ 28,500     $ 73,801     $ 349,851 $ 380,000 $ 570,000                   $ 77,260  
Repayments for debt       45,000     909,350     489,650 559,600 $ 839,400             451,886   141,372 699,500  
Debt instrument interest percentage                       10.00%                      
Debt discount       16,500     152,391     139,799 179,600 $ 269,400                   224,500  
Transferring of amount owed             233,501                                
Interest expense amortized                                     126,292   26,100    
Debt periodic payment       $ 4,500     5,049       $ 3,000                     $ 4,372  
Debt outstanding balance   $ 316,093                                          
Secured Merchant Agreement [Member] | Payments of First 30 Days [Member]                                              
Repayments for debt                   1,000                          
Secured Merchant Agreement [Member] | Payments Thereafter [Member]                                              
Repayments for debt                   $ 2,999                          
New Secured Merchant Agreement [Member]                                              
Repayments for debt           $ 605,899                                  
Transferring of amount owed           233,501                                  
Interest expense amortized           269,400                                  
New Secured Merchant Agreement One [Member]                                              
Repayments for debt           39,993                                  
Transferring of amount owed           449,657                                  
Interest expense amortized           139,799                                  
New Secured Merchant Agreement Two [Member]                                              
Repayments for debt           138,000                                  
Transferring of amount owed           421,600                                  
Interest expense amortized           179,600                                  
Secured Merchant Agreement One [Member]                                              
Cash receipts             126,932                                
Repayments for debt             840,000                       413,580   129,388    
Debt discount             291,468                                
Interest expense amortized                                     241,823   49,646    
Debt periodic payment             4,649                                
Debt outstanding balance   297,033                                          
New Secured Merchant Agreement Three [Member]                                              
Repayments for debt           371,620                                  
Transferring of amount owed           327,880                                  
Interest expense amortized           224,500                                  
Secured Merchant Agreement Two [Member]                                              
Cash receipts             126,932                                
Repayments for debt             629,550                       509,840   157,410    
Debt discount             224,410                                
Interest expense amortized                                     294,780   61,330    
Debt periodic payment             $ 3,498                                
Debt outstanding balance   382,000                                          
Second Secured Merchant Agreement [Member]                                              
Cash receipts                               $ 288,000              
Repayments for debt                               419,700              
Debt discount           $ 131,700                   131,700              
Debt periodic payment                               $ 2,332              
Secured Merchant Agreement Three [Member]                                              
Repayments for debt                                     40,500   4,500    
Interest expense amortized                                     14,850   1,650    
Convertible Promissory Note [Member]                                              
Debt instrument interest percentage           12.00%       12.00%           12.00% 12.00%            
Debt discount           $ 30,000       $ 138,000           $ 30,000 $ 138,000            
Interest expense amortized                                     114,848   23,152    
Proceeds form convertible promissory note                   135,000           240,000 135,000            
Loan fees                   $ 3,000           $ 3,000 $ 3,000            
Debt maturity date                   Apr. 11, 2020           Aug. 06, 2019 Apr. 11, 2020            
Conversion of lowest trading percentage                   65.00%           65.00% 65.00%            
Conversion of lowest trading days | Integer                   15           20 15            
Interest expenses                   $ 450,005           $ 120,128 $ 450,005   40,977   $ 3,448    
Prepayment penalties                                     182,425        
Issuance of common stock returnable shares as commitment fee | shares                               22,500,000              
Common stock value           69,871                   $ 69,871              
Convertible Promissory Note [Member] | Common Stock [Member]                                              
Debt discount           $ 270,000                   $ 270,000              
Convertible Promissory Note One [Member]                                              
Debt instrument interest percentage               12.00%                              
Debt discount               $ 30,000                              
Proceeds form convertible promissory note               240,000                              
Loan fees               $ 3,000                              
Debt maturity date               Aug. 06, 2019                              
Conversion of lowest trading percentage               65.00%                              
Conversion of lowest trading days | Integer               20                              
Interest expenses               $ 120,128                              
Issuance of common stock returnable shares as commitment fee | shares               22,500,000                              
Common stock value               $ 69,871                              
Convertible Promissory Note One [Member] | Common Stock [Member]                                              
Debt discount               $ 270,000                              
Convertible Promissory Note Two [Member]                                              
Debt instrument interest percentage         12.00%                                    
Debt discount         $ 138,000                                    
Proceeds form convertible promissory note         135,000                                    
Loan fees         $ 3,000                                    
Debt maturity date         Jun. 14, 2020                                    
Conversion of lowest trading percentage         65.00%                                    
Conversion of lowest trading days | Integer         15                                    
Interest expenses         $ 64,492                                    
Secured Merchant Agreement Four [Member]                                              
Repayment of short-term debt     $ 316,093                                        
Cash receipts     339,270                                        
Repayments for debt     1,399,000                                        
Debt discount     446,604                                        
Debt outstanding balance     297,033                                        
Secured Merchant Agreement Four [Member] | ACH Payments [Member]                                              
Repayments for debt     $ 6,823                               2,448,250        
Debt periodic payment                                     10,999        
August 2019 Arrangement [Member]                                              
Proceeds from short-term debt                                     839,514        
Cash receipts                                     854,801        
Repayments for debt                                     559,486        
Debt discount                                     446,605        
New December 2019 Arrangement [Member]                                              
Repayments for debt                                     153,986        
Debt discount                                     753,935        
Interest expense amortized                                     54,094        
Secured Merchant Agreement Five [Member]                                              
Cash receipts   418,381                                          
Repayments for debt   1,189,150                                 533,750        
Debt discount   388,769                                          
Interest expense amortized                                     187,747        
Debt periodic payment   $ 5,801                                          
Short-term Debt [Member]                                              
Repayment of short-term debt                                     $ 10,000        
XML 67 R37.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies - Schedule of Amortization Expense (Details) (10-K) - USD ($)
Dec. 31, 2019
Mar. 31, 2019
Accounting Policies [Abstract]    
Fiscal year ending March 31, 2020   $ 338,150
Fiscal year ending March 31, 2021 $ 173,150 338,150
Fiscal year ending March 31, 2022 173,150 338,150
Fiscal year ending March 31, 2023 115,338 280,565
Fiscal year ending March 31, 2024 and beyond 175,496 281,670
Total $ 736,051 $ 1,576,685
XML 68 R33.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies - Schedule of Exchange Rates (Details)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Euro to USD [Member]        
Exchange Rate at Balance Sheet Dates 1.12165   1.12200
Exchange Rate for Operating Periods 1.11443 1.13580
Colombian Peso to USD [Member]        
Exchange Rate at Balance Sheet Dates   0.00031 0.00036
Exchange Rate for Operating Periods 0.00034 0.00033 0.00034
XML 69 R2.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Condensed Consolidated Balance Sheets - USD ($)
Dec. 31, 2019
Mar. 31, 2019
Mar. 31, 2018
Current assets:      
Cash and cash equivalents $ 263,600 $ 133,644 $ 1,490,686
Prepaid assets 3,619,317 6,685,970 3,555
Receivables 623,203 724,995 472,557
Short-term advances 145,000 10,000 10,000
Short-term advances - related party 7,500 500 36,510
Other current assets 156,448 142,061 480,370
Total current assets 4,815,068 7,697,170 2,493,678
Fixed assets, net 3,864,341 13,528 18,860
Other assets:      
Intangible assets, net 736,051 1,576,685
Long term license agreement, net 1,869,905 1,983,220 2,133,620
Operating lease right-of-use asset 112,564  
Deposits 8,488 4,500 4,500
Total other assets 2,727,008 3,564,405 2,138,120
Total assets 11,406,417 11,275,103 4,650,658
Current liabilities:      
Accounts payable and accrued liabilities 2,543,328 3,897,013 5,352,073
Payroll liabilities 23,575 888,177  
Customer advance 607,205 265,000
Deferred revenue 731,578 1,876,727 863,740
Derivative liability 383,670 1,358,901
Operating lease liability, current 59,064 [1]  
Other current liabilities 7,576,800  
Related party payables, net of discounts 1,646,893 545,489 1,880
Debt, net of discounts 2,181,578 1,977,030 195,245
Total current liabilities 15,753,691 9,920,160 6,412,938
Operating lease liability, long term 59,333  
Other long term liabilities, net 1,652,593  
Total long term liabilities 1,711,926  
Total liabilities 17,465,617 9,920,160 6,412,938
Commitments and contingencies
Stockholders' equity (deficit):      
Preferred stock, par value: $0.001; 10,000,000 shares authorized, none issued and outstanding as of December 31, 2019, March 31, 2019 and 2018
Common stock, par value $0.001; 10,000,000,000 shares authorized; 3,003,490,408, 2,640,161,318 and 2,169,661,318 shares issued and outstanding as of December 31, 2019, March 31, 2019 and 2018 respectively 3,003,490 2,640,161 2,169,661
Additional paid in capital 24,618,312 23,758,917 16,137,945
Accumulated other comprehensive income (loss) 3,430 1,363 (2,483)
Accumulated deficit (33,684,432) (25,096,983) (20,085,947)
Total Investview stockholders' equity (deficit) (6,059,200) 1,303,458 (1,780,824)
Noncontrolling interest 51,485 18,544
Total stockholders' equity (deficit) 6,059,200 1,354,943 (1,762,280)
Total liabilities and stockholders' equity (deficit) $ 11,406,417 $ 11,275,103 $ 4,650,658
[1] Represents lease payments to be made in the next 12 months
EXCEL 70 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes
12 Months Ended
Mar. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes

NOTE 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. The Company used an effective tax rate of 30% when calculating the deferred tax assets and liabilities and income tax provision below.

 

Net deferred tax assets consist of the following components as of March 31, 2019 and 2018:

 

    2019     2018  
Deferred tax assets:                
NOL carryover   $ 2,363,900     $ 1,146,200  
Amortization     209,100       335,600  
Contingent Liability     49,100       45,000  
Related party accruals     1,500       -  
Deferred tax liabilities                
Depreciation     (1,200 )     (2,900 )
Valuation allowance     (2,622,400 )     (1,523,900 )
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, 2019 and 2018, due to the following:

 

    2019     2018  
Book income (loss)   $ (1,493,400 )   $ (4,473,900 )
Stock for services     32,800       2,048,200  
Gain on settlement – derivative and equity derived     -       955,900  
Amortization     (33,100 )     313,200  
Contingent liability     (45,000 )     45,000  
Unrealized loss on cryptocurrency     (31,900 )     40,700  
Meals and entertainment     12,400       6,200  
Non-cash interest expense     315,800       5,700  
Depreciation     (7,200 )     (2,800 )
Related party accruals     1,500       (1,500 )
Related party accrued payroll     174,600       -  
Gain on bargain purchase     (291,400 )     -  
Loss on value of derivative liabilities     64,300       -  
Stock issued for loan fees     21,000       -  
Amortization of prepaid paid for with equity     45,100       -  
Valuation allowance     1,234,500       1,063,300  
Total long-term deferred income tax assets   $ -     $ -  

 

At March 31, 2019, we had net operating loss carryforwards of approximately $7,880,000 that may be offset against future taxable income for the year 2020 through 2039. However, due to the change in ownership provisions of the Tax Reform Act of 1986, the NOL accumulated prior to the April 1, 2017, acquisition can only offset future income of up to $13,837 per year until expired. Should additional changes in ownership occur, net operating loss carryforwards in future years may be further limited.

 

No tax benefit from continuing or discontinued operations have been reported in the March 31, 2019, consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

We comply with the provisions of FASB ASC 740 in accounting for our 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, we 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. We have determined that we have no significant uncertain tax positions requiring recognition under ASC 740.

 

We recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. We had no accruals for interest and tax penalties at March 31, 2019 and 2018.

 

We do not expect the amount of unrecognized tax benefits to materially change within the next 12 months.

 

We are required to file income tax returns in the U.S. Federal jurisdiction, in New York State, New Jersey, and in Utah. We are no longer subject to income tax examinations by tax authorities for tax years ending before March 31, 2015. During the year ended March 31, 2019 and 2018 we paid income taxes of $70,768 and $24,589, respectively.

XML 72 R6.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Condensed Consolidated Statements of Cash Flows - USD ($)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $ (8,587,449) $ (1,010,697) $ (4,978,095) $ (14,913,016)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
Depreciation 320,528 4,126 5,332 2,639
Amortization of debt discount 2,916,917 161,154 1,052,523
Amortization of long-term license agreement 113,315 113,315 150,400
Amortization of intangible assets 213,182 256,509 239,315
Stock issued for services and compensation 2,676,439 8,333 109,240 6,846,059
Loan fees on new borrowings 841,139 704,397
Loss on spin-off of operations     1,118,609
Lease cost, net of repayment 5,833    
Impairment 627,452    
(Gain) loss on bargain purchase (2,005,282) (971,282)
(Gain) loss on deconsolidation (53,739)    
(Gain) loss on debt extinguishment (1,725,384) (19,387) (19,387) 2,767,422
(Gain) loss on fair value of derivative liability (504,635) 214,376
Realized (gain) loss on cryptocurrency 657 (16,363) (16,241) 10,939
Unrealized (gain) loss on cryptocurrency (8,445) (95,810) (106,488) 135,729
Changes in operating assets and liabilities:        
Receivables 101,792 316,455 108,907 122,053
Prepaid assets (313,347) (4,762) (4,055)
Short-term advances (135,000)    
Short-term advances from related parties (7,000) 36,010 36,010 (36,510)
Other current assets 40,170 585,158 461,038 (627,038)
Deposits (3,988) (11,603) 1,500
Accounts payable and accrued liabilities (284,836) (1,375,229) (1,314,971) 2,924,522
Payroll liabilities (864,602)    
Customer advance 342,205 265,000 265,000
Deferred revenue (1,145,149) 181,255 1,016,385 422,369
Other liabilities 9,229,393    
Accrued interest 180,026 26,000 59,345 74,953
Accrued interest, related parties 714,999 5,000 5,000 104,105
Net cash provided by (used in) operating activities 4,690,473 (2,580,818) (2,983,251) (1,045,665)
CASH FLOWS FROM INVESTING ACTIVITIES:        
Cash received in acquisition 3,740 3,740 3,550
Cash paid for fixed assets (4,171,341) (11,264)
Net cash provided by (used in) investing activities (4,171,341) 3,740 3,740 (7,714)
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from related parties 2,164,500 1,480,777 1,905,777 498,380
Repayments for related party payables (1,754,500) (996,169) (1,367,168) (1,316,500)
Proceeds from debt 2,177,452 1,955,000 4,115,961 1,675,000
Repayments for debt (3,801,562) (1,164,396) (2,936,044) (1,424,578)
Payments for share repurchase (102) (91,000) (91,000)
Proceeds from the sale of stock 825,000 3,121,776
Payments for offering costs     (15,000)
Net cash provided by (used in) financing activities (389,212) 1,184,212 1,627,526 2,539,078
Effect of exchange rate translation on cash 36 (4,251) (5,057) 3,371
Net increase (decrease) in cash and cash equivalents 129,956 (1,397,117) (1,357,042) 1,489,070
Cash and cash equivalents-beginning of period 133,644 1,490,686 1,490,686 1,616
Cash and cash equivalents-end of period 263,600 93,569 133,644 1,490,686
Cash paid during the period for:        
Interest 51,000 51,000 117,500
Income taxes 9,580 44,844 70,768 24,589
Non cash investing and financing activities:        
Common stock issued for acquisition 1,100,000 800,000 662,048
Common stock issued in settlement of related party payables     90,000
Common stock issued in settlement of debt     2,232,606
Common stock issued for prepaid services and long term license agreement     6,678,360 2,137,175
Beneficial conversion feature 1,000,000    
Stock issued for prepaid services 1,667    
Cancellation of shares 3,380,000 250
Cancellation of treasury shares     8,589
Changes in equity for offering costs accrued 101,387 525,000
Liability for offering costs     250,000
Shares issued for offering costs     3,000 4,274
Price protection guarantee     626,388
Accounts payable reclassified to related party debt 75,000    
Derivative liability recorded as a debt discount 365,000 $ 510,000
Recognition of lease liability and ROU asset at lease commencement $ 131,244    
XML 73 R10.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Going Concern and Liquidity
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
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 $33,684,432 as of December 31, 2019, along with a net loss of $8,587,449 for the nine months ended December 31, 2019. Additionally, as of December 31, 2019, we had cash of $263,600 and a working capital deficit of $10,938,623. These factors raise substantial doubt about our ability to continue as a going concern.

 

Historically we have relied on increasing revenues and new debt and equity financing to pay for operational expenses and debt as it came due. During the nine months ended December 31, 2019, we raised $2,177,452 in cash proceeds from new debt arrangements, raised $2,164,500 in cash proceeds from related parties, and received $825,000 from the sale of our common stock. Additionally, net cash provided by operations was $4,690,473 for the nine months ended December 31, 2019.

 

Since our acquisition of Wealth Generators in April of 2017 we have implemented a number of initiatives and we are beginning to see the positive impact of these actions. First, our largest subsidiary, Kuvera, has a bonus plan structure for distributors of our services which consistently paid out beyond our maximum threshold. Adjustments to this bonus plan have been made over the last 12 months. This resulted in a gradual reduction in bonus payouts which reduced our losses. Second, we expanded the objectives of Investview through the acquisition and creation of additional subsidiaries to increase our sources of income and creating business activities in new sectors which includes:

 

Fully licensing SAFE Management LLC as a Registered Investment Advisor and Commodities Trading Advisor. This was done so SAFE Management could offer fully managed trading services to individuals who lacked the time to trade for themselves and provide reasonable advisory fees and minimum investment amounts to service individuals who do not meet the requirements of Qualified Investors.

 

We acquired the assets of United Games LLC and United League LLC which provided us highly experienced management, programmers, marketing and compliance personnel along with key technology components such as a fully coded back office and trademarked FIREFAN app. We are still in the process of adapting their technology to Kuvera operations and working on various distribution plans for FIREFAN.
We changed the name of our subsidiary WealthGen Global, which was an unused entity, to SAFETek LLC in preparation for our entry into the high-performance computing space to meet the needs of 4IR (Fourth Industrial Revolution) business needs which includes mining, blockchain technologies, gaming, artificial intelligence and 3-Dimensional rendering. This will enable us to provide HPC services to small, medium and startup entities who require specialized high-speed processing but cannot afford the infrastructure. By leasing our processing to these companies, we will aid these entities in bringing their products, inventions, improvements to market.
We have designed a program known as APEX which enables individuals to purchase highly customized data processing equipment which SAFETek will lease from the purchasers for a fixed period of time at a fixed monthly lease payment. This enables individuals to participate in emerging growth without experiencing the volatility and potential loss experienced in the sector.
We have renamed our subsidiary Razor Data LLC to APEX Tek LLC. APEX Tek will be solely responsible for the sales and marketing of the APEX Package.

 

These companies provide Investview a stake in 4IR, HPC, app development, fintech, blockchain and personal money management sectors. Each of these are areas that are targeted for significant growth spurred by innovations through technology.

 

While our liabilities are larger than our assets it is important to note that we seek to keep operating expenses low. The assets we have acquired and will continue to seek out are those of technology, mobile apps, and human resources. These assets are not easily defined on our balance sheet but represent our ability to carry out our objectives which we believe will ultimately generating positive cash flow, reduced debt and then profitability.

 

Further, while we have reported reoccurring losses and have an operating capital deficiency, we have been able to establish multiple companies to create various revenue streams as we move forward. Our largest challenge is operational cash flow as lending arrangements continue to be expensive causing us to deploy incoming cash to prior debt. We continue to seek short term capital in arrangements that are partnership-based with elements of debt and equity combined. Additionally, our immediate focus is the continued reduction in losses by controlling expenses, increasing revenue, and generating additional revenue streams.

 

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.

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 $25,096,983 as of March 31, 2019, along with a net loss of $5,011,036 and net cash used in operations of $2,983,251 for the year ended March 31, 2019. Additionally, as of March 31, 2019, we had a working capital deficit of $2,222,990. 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 year ended March 31, 2019, we raised $1,905,777 in cash proceeds from related parties and $4,115,961 in cash proceeds from new lending arrangements. Subsequent to March 31, 2019, we obtained $200,000 in cash proceeds from new lending arrangements and received $325,000 from the sale of our common stock.

 

Since our acquisition of Wealth Generators in April of 2017 we have implemented a number of initiatives and we are beginning to see the positive impact of these actions. First, our largest subsidiary, Kuvera, has a bonus plan structure for distributors of our services which consistently paid out beyond our maximum threshold. Adjustments to this bonus plan have been made over the last 12 months with additional adjustments planned for the next two quarters. This resulted in a gradual reduction in bonus payouts which reduced our losses. Second, we expanded the objectives of Investview through the acquisition and creation of additional subsidiaries to increase our sources of income and creating business activities in new sectors which includes:

 

  Fully licensing SAFE Management LLC as a Registered Investment Advisor and Commodities Trading Advisor. This was done so SAFE Management could offer fully managed trading services to individuals who lacked the time to trade for themselves and provide reasonable advisory fees and minimum investment amounts to service individuals who do not meet the requirements of Qualified Investors.
     
  We acquired the assets of United Games LLC and United League LLC which provided us highly experienced management, programmers, marketing and compliance personnel along with key technology components such as a fully coded back office and trademarked FIREFAN app. We are still in the process of adapting their technology to Kuvera operations and working on various distribution plans for FIREFAN.
     
  We changed the name of our subsidiary WealthGen Global, which was an unused entity, to SAFETek LLC in preparation for our entry into the high-performance computing space to meet the needs of 4IR (Fourth Industrial Revolution) business needs which includes mining, blockchain technologies, gaming, artificial intelligence and 3-Dimensional rendering. This will enable us to provide HPC services to small, medium and startup entities who require specialized high-speed processing but cannot afford the infrastructure. By leasing our processing to these companies, we will aid these entities in bringing their products, inventions, improvements to market.
     
  We have designed a program through Joint Venture known as APEX which enables individuals to purchase highly customized processing cards which SAFETek will lease from the purchasers for a fixed period of time at a fixed monthly lease payment. This enables individuals to participate in emerging growth without experiencing the volatility and potential loss experienced in the sector.

 

These companies provide Investview a stake in 4IR, HPC, app development, fintech, blockchain and personal money management sectors. Each of these are areas that are targeted for significant growth spurred by innovations through technology.

 

While our liabilities are larger than our assets it is important to note that we seek to keep operating expenses low. The assets we have acquired and will continue to seek out are those of technology, mobile apps, and human resources. These assets are not easily defined on our balance sheet but represent our ability to carry out our objectives which we believe will ultimately generating positive cash flow, reduced debt and then profitability.

 

Further, while we have reported reoccurring losses and have an operating capital deficiency, we have been able to establish multiple companies to create various revenue streams as we move forward. Our largest challenge is operational cash flow as lending arrangements continue to be expensive causing us to deploy incoming cash to prior debt. We continue to seek short term capital in arrangements that are partnership based with elements of debt and equity combined. Additionally, our immediate focus is the continued reduction in losses by controlling expenses, increasing revenue, and generating additional revenue streams.

 

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.

XML 74 R14.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Derivative Liability
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]    
Derivative Liability

NOTE 7 – DERIVATIVE LIABILITY

 

During the nine months ended December 31, 2019, we had the following activity in our derivative liability account:

 

Derivative liability at March 31, 2019   $ 1,358,901  
Derivative liability recorded on new instruments     1,206,139  
Derivative liability reduced by debt settlement     (1,676,735 )
Change in fair value     (504,635 )
Derivative liability at December 31, 2019   $ 383,670  

 

We use the binomial option pricing model to estimate fair value for those instruments convertible into common stock, at inception, at conversion date, and at each reporting date. During the nine months ended December 31, 2019, the assumptions used in our binomial option pricing model were in the following range:

 

Risk free interest rate     1.53% - 2.13 %
Expected life in years     0.03 - 1.25  
Expected volatility     250% - 381 %

NOTE 8 – DERIVATIVE LIABILITY

 

During the year ended March 31, 2019, we had the following activity in our derivative liability account:

 

Derivative liability at March 31, 2018   $ -  
Derivative liability recorded on new instruments     1,144,525  
Change in fair value     214,376  
Derivative liability at March 31, 2019   $ 1,358,901  

 

We use the binomial option pricing model to estimate fair value for those instruments convertible into common stock, at inception, at conversion date, and at each reporting date. During the year ended March 31, 2019, the assumptions used in our binomial option pricing model were in the following range:

 

Risk free interest rate     2.40% - 2.58 %
Expected life in years     0.35 - 1.25  
Expected volatility     222% - 268 %

XML 75 R74.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Subsequent Events (Details Narrative) (10-K) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2019
May 31, 2019
Apr. 30, 2019
Mar. 31, 2019
Jan. 31, 2019
Aug. 31, 2018
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Dec. 31, 2019
Mar. 31, 2019
Mar. 31, 2018
Proceeds from short-term promissory notes         $ 631,617 $ 75,000       $ 200,000 $ 530,000  
Lease monthly rent amount             $ 16,397     $ 24,630    
Number of shares issued during period                   59,215,648    
Number of shares issued during period, value             $ 175,000 $ 325,000 $ 325,000 $ 825,000   $ 2,495,388
Triton Funds LP [Member]                        
Number of shares issued during period, value       $ 325,000                
Subsequent Event [Member] | Triton Funds LP [Member]                        
Number of shares issued during period 39,215,648 39,215,648                    
Number of shares issued during period, value     $ 325,000                  
Subsequent Event [Member] | Office Lease Agreement [Member]                        
Lease agreement, term 3 years               3 years      
Subsequent Event [Member] | Office Lease Agreement [Member] | Months One Through Six [Member]                        
Lease monthly rent amount $ 2,500                      
Subsequent Event [Member] | Office Lease Agreement [Member] | Months Six Through 12 [Member]                        
Lease monthly rent amount 3,500                      
Subsequent Event [Member] | Office Lease Agreement [Member] | Months 13 Through 36 [Member]                        
Lease monthly rent amount $ 4,000                      
Subsequent Event [Member] | Short-term Promissory Note One [Member]                        
Proceeds from short-term promissory notes     200,000                  
Subsequent Event [Member] | Short-term Promissory Note Two [Member]                        
Proceeds from short-term promissory notes     $ 200,000                  
XML 76 R70.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Income Taxes (Details Narrative) (10-K) - USD ($)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Income Tax Disclosure [Abstract]        
Effective income tax rate     30.00%  
Net operating loss carryforwards     $ 7,880,000  
Future taxable income term description     Future taxable income for the year 2020 through 2039.  
Acquisition offset future income     $ 13,837  
Tax benefit from continuing or discontinued operations      
Unrecognized tax benefits, income tax penalties and interest accrued    
Income taxes $ 9,580 $ 44,844 $ 70,768 $ 24,589
XML 77 R53.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Debt (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended 12 Months Ended
Jan. 31, 2019
Aug. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Proceeds from short-term debt $ 631,617 $ 75,000 $ 200,000   $ 530,000  
Proceeds from convertible promissory note     140,000      
Interest expense     30,000   51,000  
Cash payment     230,000   581,000  
Interest expense amortized     2,916,917 $ 161,154 $ 1,052,523
Convertible Note [Member]            
Interest expense     45,094      
Interest expense amortized     143,000      
Prepayment penalties     188,094      
Short-term Debt One [Member]            
Proceeds from short-term debt     100,000      
Short-term Debt Two [Member]            
Proceeds from short-term debt     100,000      
Derivative Instrument [Member]            
Interest expense     718,518      
Debt discount     $ 143,000      
XML 78 R57.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Debt - Schedule of Debt (Details) (10-K) - USD ($)
Dec. 31, 2019
Mar. 31, 2019
Mar. 31, 2018
Debt $ 2,181,578 $ 1,977,030 $ 195,245
Revenue Share Agreement Entered into on 6/28/2016 [Member]      
Debt [1]   195,245
Short-term Advance Received on 8/31/18 [Member]      
Debt 65,000 [2] 75,000 [3] [3]
Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 [Member]      
Debt [4] 641,687 [5] [5]
Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 [Member]      
Debt [6] 468,790 [7] [7]
Secured Merchant Agreement for Future Receivables Entered into on 2/14/19 [Member]      
Debt [8] 597,060 [9] [9]
Promissory Note Entered into on 1/16/19 [Member]      
Debt [10] 60,000 [11] [11]
Secured Merchant Agreement for Future Receivables Entered into on 3/28/19 [Member]      
Debt [12] 25,650 [13] [13]
Convertible promissory note entered into on 1/11/19 [Member]      
Debt [14] 26,600 [14] [15]
Convertible promissory note entered into on 2/6/19 [Member]      
Debt [16] 76,686 [16] [17]
Convertible Promissory Note Entered into on 3/14/19 [Member]      
Debt [18] $ 5,557  
Convertible Promissory Note Entered into on 1/11/19 [Member]      
Debt [19]    
[1] 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 year ended March 31, 2019, we repaid $195,245.
[2] In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured. During the nine months ended December 31, 2019 we made payments of $10,000
[3] In August 2018, we received a $75,000 short-term advance. The advance is due on demand, has no interest rate, and is unsecured.
[4] During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense. During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we were required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense. Effective August 16, 2019 this debt was refinanced and the outstanding balance of $316,093 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $451,886 and amortized $126,292 into interest expense.
[5] During September 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On September 28, 2018, we received proceeds from this arrangement of $570,000. In accordance with the terms of the agreement, we were required to repay $839,400 by making ACH payments in the amount of 10% of our daily cash receipts. Accordingly, we recorded $269,400 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $233,501 of amounts owed to a new agreement. However, prior to the terminating the September agreement, we made payments of $605,899 and amortized $269,400 into interest expense. During January 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On January 11, 2019, we received proceeds from this arrangement of $349,851. In accordance with the terms of the agreement, we were required to repay $489,650 by making daily ACH payments of $1,000 for the first 30 days following the date of the agreement and daily ACH payments of $2,999 thereafter. Accordingly, we recorded $139,799 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $449,657 of amounts owed to a new agreement. However, prior to the terminating the January agreement, we made payments of $39,993 and amortized $139,799 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $73,801 after paying off $233,501 from a September 2018 agreement (see above) and $449,657 from a January 2019 agreement (see above). In accordance with the terms of the agreement, we are required to repay $909,350 by making daily ACH payments of $5,049. Accordingly, we recorded $152,391 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $141,372 and amortized $26,100 into interest expense.
[6] During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense. Effective August 16, 2019 this debt was refinanced and the outstanding balance of $297,033 was rolled into a new debt arrangement, see notation [10] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $413,580 and amortized $241,823 into interest expense.
[7] During December 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On December 17, 2018, we received proceeds from this arrangement of $380,000. In accordance with the terms of the agreement, we were required to repay $559,600 by making daily ACH payments of $3,000. Accordingly, we recorded $179,600 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $421,600 of amounts owed to a new agreement. However, prior to the terminating the December agreement, we made payments of $138,000 and amortized $179,600 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $421,600 from a December 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $840,000 by making daily ACH payments of $4,649. Accordingly, we recorded $291,468 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $129,388 and amortized $49,646 into interest expense.
[8] During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense. Effective August 16, 2019 this debt was refinanced and the outstanding balance of $382,000 was rolled into a new debt arrangement, see notation [11] below. During the nine months ended December 31, 2019, prior to the refinance, we repaid $509,840 and amortized $294,780 into interest expense.
[9] During October 2018, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. During October 2018, we received proceeds from this arrangement of $77,260. In accordance with the terms of the agreement, we were required to repay $699,500 by making daily ACH payments of $4,372. Accordingly, we recorded $224,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. In February 2019 we replaced this agreement with a new Secured Merchant Agreement (see below), therefore transferring $327,880 of amounts owed to a new agreement. However, prior to the terminating the October agreement, we made payments of $371,620 and amortized $224,500 into interest expense. During February 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On February 15, 2019, we received proceeds from this arrangement of $126,932 after paying off $327,880 from an October 2018 agreement (see above). In accordance with the terms of the agreement, we are required to repay $629,550 by making daily ACH payments of $3,498. Accordingly, we recorded $224,410 as a debt discount at the inception of the agreement, which was the difference between the funds received plus the earlier debt paid off, and the amount that was to be repaid. Also during February 2019, we entered into a second Secured Merchant Agreement with this same entity, receiving proceeds of $288,000. In accordance with the terms of the agreement, we are required to repay $419,700 by making daily ACH payments of $2,332. Accordingly, we recorded $131,700 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $157,410 on these two agreements and amortized $61,330 into interest expense.
[10] In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. During the nine months ended December 31, 2019, we repaid $60,000 of the amount due under the note.
[11] In January 2019, we received funds of $631,617 and repaid $511,617 in a series of transactions representing short-term advances. On January 16, 2019, we entered into a short-term promissory note for the resulting $120,000 owed as a result of the transactions. The note had a zero percent interest rate and was due within the shorter of three months or the receipt of cash from a $1 million financing arrangement. Subsequent to January 16, 2019, we repaid $60,000 of the amount due under the note.
[12] During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense. During the nine months ended December 31, 2019, we repaid $40,500 and amortized $14,850 into interest expense.
[13] During March 2019, we entered into a Secured Merchant Agreement for future receivables with an entity that provides quick access to working capital. On March 29, 2019, we received proceeds from this arrangement of $28,500. In accordance with the terms of the agreement, we were required to repay $45,000 by making daily ACH payments of $4,500. Accordingly, we recorded $16,500 as a debt discount at the inception of the agreement, which was the difference between the funds received and the amount that was to be repaid. During the year ended March 31, 2019, we repaid $4,500 and amortized $1,650 into interest expense.
[14] In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of April 11, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448. During the nine months ended December 31, 2019, we amortized $114,848 into interest expense, recorded additional interest expense on the note of $40,977 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,425.
[15] In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurs interest at 12% per annum, and has a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the "Returnable Shares") to the note holder as a commitment fee (see Note 9), provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172.
[16] In February 2019, we entered into a Convertible Promissory Note and received proceeds of $240,000. The note was issued with a $30,000 original issue discount and loan fees of $3,000, incurred interest at 12% per annum, and had a maturity date of August 6, 2019. In accordance with the terms of the note, we issued 22,500,000 shares of common stock (the "Returnable Shares") to the note holder as a commitment fee, provided, however, the Returnable Shares must be returned to us if the note is fully repaid and satisfied prior to the date which is 180 days following the issue date. The Convertible Promissory Note had a variable conversion rate that is 65% of the lowest trading price during the previous 20-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). We allocated the proceeds of the note to the common stock issued and to the fair value of the note, taking into consideration the fair value of the conversion feature. As a result, the common stock was valued at $69,871, we recorded a debt discount of $270,000, and captured loan fees, recorded as interest expense, of $120,128. During the year ended March 31, 2019, we recorded amortization of the debt discount of $72,514 into interest expense and recorded additional interest expense on the note of $4,172. During the nine months ended December 31, 2019, we amortized $197,486 into interest expense, recorded additional interest expense on the note of $11,136, and paid off the note and accrued interest for $285,308. In accordance with the terms of the agreement the 22,500,000 Returnable Shares were returned and cancelled (see Note 8).
[17] In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of June 14, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726.
[18] In March 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurred interest at 12% per annum and had a maturity date of June 14, 2020. The Convertible Promissory Note had a variable conversion rate that was 65% of the average of the two lowest closing prices during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature was accounted for as a derivative instrument (see Note 7). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $64,492. During the year ended March 31, 2019, we recorded amortization of the debt discount of $4,831 into interest expense and recorded additional interest expense on the note of $726. During the nine months ended December 31, 2019, we amortized $133,168 into interest expense, recorded additional interest expense on the note of $43,983 (inclusive of a prepayment penalty), and paid off the note, accrued interest, and prepayment penalties for $182,708.
[19] In January 2019, we entered into a Convertible Promissory Note and received proceeds of $135,000 after incurring loan fees of $3,000. The note incurs interest at 12% per annum and has a maturity date of April 11, 2020. The Convertible Promissory Note has a variable conversion rate that is 65% of the lowest closing price during the previous 15-trading-day period, subject to adjustment. Therefore, the conversion feature is accounted for as a derivative instrument (see Note 8). At inception, we recorded a debt discount of $138,000 and captured loan fees, recorded as interest expense, of $450,005. During the year ended March 31, 2019, we recorded amortization of the debt discount of $23,152 into interest expense and recorded additional interest expense on the note of $3,448.
XML 79 R36.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies - Schedule of Amortization Expense (Details) - USD ($)
Dec. 31, 2019
Mar. 31, 2019
Accounting Policies [Abstract]    
Remainder of 2020 $ 43,169  
Fiscal year ending March 31, 2021 173,150 $ 338,150
Fiscal year ending March 31, 2022 173,150 338,150
Fiscal year ending March 31, 2023 115,338 280,565
Fiscal year ending March 31, 2024 55,748  
Fiscal year ending March 31, 2025 and beyond 175,496 281,670
Total $ 736,051 $ 1,576,685
XML 80 R32.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2017
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Dec. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Cash, FDIC Insured Amount               $ 250,000  
Cash balances exceeded FDIC limits               0 $ 1,095,329
Cash equivalents              
Allowance for doubtful accounts              
Fair value of cryptocurrencies               142,061 480,370
Realized (gain) loss on cryptocurrency   $ 10     $ (1,091) $ (657) $ 16,363 16,241 (10,939)
Unrealized (gain) loss on cryptocurrency   (16,885)     $ (116) 8,445 95,810 106,488 (135,729)
Fixed assets, net of accumulated depreciation   333,034       333,034   12,505 7,173
Depreciation expense           $ 320,528 4,126 $ 5,332 2,639
Number of shares issued during period           59,215,648      
Value of shares issued during period   $ 175,000 $ 325,000 $ 325,000   $ 825,000     2,495,388
Annual amortization on intangible assets           15 years   15 years  
Amortization           $ 113,315 $ 113,315 $ 150,400
Advertising, selling, and marketing expenses               878,936 454,225
License Agreement [Member]                  
Number of shares issued during period 80,000,000                
Value of shares issued during period $ 2,256,000                
Agreement term 15 years                
Amortization $ 150,400                
Long-Term License Agreement [Member]                  
Amortization               $ 1,983,220 $ 2,133,620
XML 81 R11.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Acquisitions
12 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]  
Acquisitions

NOTE 5 – ACQUISITIONS

 

Reverse Acquisition with Wealth Generators

 

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 ASC Topic 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.

 

Acquisition of United Games, LLC and United League, LLC

 

On July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock. United Games, LLC and United League, LLC provide distributor marketing back-office and commission tools and online sports gaming experience for users of their applications distributed through their networks of affiliates therefore we expect significant synergies to exist as a result of combining operations.

 

The transaction was accounted for as a business combination using the acquisition method of accounting in accordance with the FASB (ASC Topic 805). The following table summarizes the purchase accounting for the fair value of the assets acquired and liabilities assumed at the date of the acquisition and the gain on bargain purchase which resulted from the fair value of the intangible assets acquired exceeding the fair value of our common stock given as consideration:

 

Cash   $ 3,740  
Receivables     361,345  
Intangible assets (see Note 2)     1,816,000  
Total assets acquired     2,181,085  
         
Accounts payable and accrued liabilities     409,803  
Total liabilities assumed     409,803  
         
Net assets acquired     1,771,282  
         
Consideration [1]     800,000  
         
Gain on bargain purchase   $ 971,282  

 

  [1] The 50,000,000 shares of our common stock transferred as consideration in accordance with the Purchase Agreement was valued on July 20, 2018, the date of acquisition, based on the weighted equity fair value of $0.016 per share as determined by a third party valuation firm.

 

United Games, LLC and United League, LLC recorded combined revenue of $1,331,542 and a combined net income of $26,059 since the July 20, 2018 acquisition date, which were included in our consolidated statement of operations for the year ended March 31, 2019.

 

The table below represents the pro forma revenue and net income (loss) for the years ended March 31, 2019 and 2018, assuming the acquisition had occurred on April 1, 2017, pursuant to ASC Subtopic 805-10-50. This pro forma information does not purport to represent what the actual results of our operations would have been had the acquisition occurred on this date nor does it purport to predict the results of operations for future periods:

 

    Year Ended March 31,  
    2019     2018  
Revenues   $ 27,961,351     $ 19,416,537  
Net (loss)   $ (5,288,735 )   $ (16,371,058 )
Loss per common share   $ (0.00 )   $ (0.01 )

XML 82 R15.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Stockholders' Equity (Deficit)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Equity [Abstract]    
Stockholders' Equity (Deficit)

NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

Preferred Stock

 

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

 

As of December 31, 2019 and March 31, 2019 we had no preferred stock issued or outstanding.

 

Common Stock

 

During the nine months ended December 31, 2019, we issued 59,215,648 shares of common stock in exchange for net proceeds of $825,000.

 

In conjunction with the sale of common stock during the year ended March 31, 2018, we provided a guarantee to certain individuals such that we would issue additional shares of our common stock if the average closing price of our common stock fell below $0.02 per share on the 20 days preceding the 18-month anniversary of the date the shares were originally sold. As a result of this guarantee, we had recorded $626,388 in accounts payable and accrued liabilities on our balance sheet as of March 31, 2018. During the year ended March 31, 2019, the 18-month anniversary passed without the common stock falling below the set threshold, therefore, we were released from the guarantee, and we increased additional paid-in capital by $525,000 to remove the previously recorded offering costs. During the nine months ended December 31, 2019, the 18-month anniversary passed without the common stock falling below the set threshold, therefore, we were released from the guarantee, and we increased additional paid-in capital by $101,387 to remove the previously recorded offering costs.

 

Also during the nine months ended December 31, 2019, we issued 241,000,000 shares of common stock, valued at $3,865,500 based on the market value on the day of issuance, to multiple employees for services and compensation, which is subject to forfeiture if the employee is not in good standing at the time the shares are fully vested. Of the $3,865,500 value we recognized $1,844,639 as an expense during the nine months ending December 31, 2019 and the remaining $2,020,861 will be recognized ratably over the vesting term. In addition to the shares issued to employees, we also issued an additional 285,618,592 shares of common stock, valued at $831,800 based on the market value on the day of issuance, for services.

 

During the nine months ended December 31, 2019 we repurchased 5,150 shares of common stock for $102 and we cancelled 22,500,000 shares that were returned in accordance with the terms of a Convertible Promissory Note (see Note 6), reducing common stock by $22,500 and increasing additional paid in capital by the same. We also cancelled 200,000,000 shares returned in conjunction with the termination of a Joint Venture Agreement entered into in March of 2019, reducing common stock by $200,000, reducing additional paid in capital by $3,180,000, offset with a reduction in our prepaid asset of $3,380,000. During the nine months ended December 31, 2019 we recorded a beneficial conversion feature of $1,000,000 related to a convertible promissory note entered into with a related party (see Note 5).

 

As of December 31, 2019 and March 31, 2019, the Company had 3,003,490,408 and 2,640,161,318 shares of common stock issued and outstanding, respectively.

 

Employee Stock Options

 

The nonqualified plan adopted in 2007 authorized 65,000 shares, of which 47,500 had been granted as of March 31, 2018. 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. As of March 31, 2018, 42,500 shares had been granted under the 2008 plan. Effective April 1, 2018 we cancelled both the 2007 and 2008 plans, as well as any shares that were allocated under the plans and were not yet issued.

 

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:

 

                Weighted        
          Weighted     Average        
          Average     Remaining     Aggregate  
    Number of     Exercise     Contractual     Intrinsic  
    Shares     Price     Life (years)     Value  
Options outstanding at March 31, 2018     35,000     $ 10.00       1.51     $ -  
Granted     -     $ -                  
Exercised     -     $ -                  
Canceled / expired     -     $ -                  
Options outstanding at March 31, 2019     35,000     $ 10.00       0.51     $ -  
Granted     -     $ -                  
Exercised     -     $ -                  
Canceled / expired     (35,000 )   $ 10.00                  
Options outstanding at December 31, 2019     -     $ -       -     $ -  
Options exercisable at December 31, 2019     -     $ -       -     $ -  

 

Stock-based compensation expense in connection with options granted to employees for the three months ended December 31, 2019 and 2018, was $0.

 

Warrants

 

The following table summarizes the warrants outstanding and the related prices for the shares of our common stock as of December 31, 2019:

 

      Warrants Outstanding     Warrants Exercisable  
            Weighted                    
            Average     Weighted           Weighted  
            Remaining     Average           Average  
Exercise     Number     Contractual     Exercise     Number     Exercise  
Price     Outstanding     Life (Years)     Price     Exercisable     Price  
$ 1.50       125,000       0.46     $ 1.50       125,000     $ 1.50  
                                             

  

Transactions involving our warrant issuance are summarized as follows:

 

          Weighted  
    Number of     Average  
    Shares     Exercise Price  
Warrants outstanding at March 31, 2018     6,169,497     $ 1.50  
Granted / restated     -     $ -  
Canceled     -     $ -  
Expired     (1,117,000 )   $ 1.48  
Warrants outstanding at March 31, 2019     5,052,497     $ 1.50  
Granted     -     $ -  
Canceled     -     $ -  
Expired     (4,927,497 )   $ 1.50  
Warrants outstanding at December 31, 2019     125,000     $ 1.50  

NOTE 9 – STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

We are authorized to issue up to 50,000,000 shares of preferred stock with a par value of $0.001 and our board of directors has the authority to issue one or more classes of preferred stock with rights senior to those of common stock and to determine the rights, privileges, and preferences of that preferred stock, which has not yet been done. As of March 31, 2019 and 2018, we had no preferred stock issued or outstanding.

 

Common Stock Transactions

 

During the year ended March 31, 2019, we issued 50,000,000 shares of common stock for the acquisition of United Games, LLC and United League, LLC (see Note 5). We also issued 1,000,000 shares of common stock in August and 1,000,000 shares of common stock in March, valued at $10,000 and $17,600, respectively, based on the market price on the day of issuance, to an employee for compensation. The shares are subject to forfeiture if the employee is not in good standing six months after the date of issuance. During the year ended March 31, 2019, the $10,000 was recognized as expense and of the $17,600 we recognized $2,933 as an expense and $14,667 was recorded as a prepaid asset. Also during the year ended March 31, 2019, we issued 400,000,000 shares of common stock with a value of $6,760,000 based on the market price on the date of issuance, for an agreement to partner with a third party to generate future revenues. The 400,000,000 shares are subject to forfeiture for five years from the date of issuance, such that shares will be deemed earned upon meeting certain milestones. We are recognizing the expense ratably over the five-year term and recorded $96,307 in expense during the year ended March 31, 2019, while recording $6,663,693 as a prepaid asset as of March 31, 2019. During the year ended March 31, 2019, we entered into a common stock purchase agreement that provides cash of $1,000,000 in exchange for shares of our common stock. In conjunction with that agreement, we issued 3,000,000 shares of common stock that was accounted for as offering costs, increasing common stock by $3,000 and decreasing additional paid-in capital by $3,000, to offset any proceeds from the future equity transactions resulting from the agreement. During the year ended March 31, 2019, we issued 22,500,000 shares as a commitment fee in conjunction with a debt arrangement, whereby the shares were valued at $69,871 based on the allocation of debt proceeds (see Note 7). Also during the year ended March 31, 2019, we repurchased 7,000,000 shares of common stock for $91,000.

 

During the year ended March 31, 2018, we issued 267,127,500 shares of common stock for net proceeds of $2,495,338. We issued 125,000 shares of common stock with a value of $7,500 for a one-year consulting agreement, 80,000,000 shares of common stock with a value of $2,256,000 for a 15-year license agreement, and 94,250,333 shares of common stock with a value of $6,719,734 for consulting and service agreements; of the value of the shares issued for services and the license agreement $6,846,060 was recorded as expense, $3,555 was recorded as a prepaid asset, and $2,133,620 was recorded as a long-term license agreement during the year ended March 31, 2018. 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 year ended March 31, 2018. 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. As a result of the reverse acquisition, we issued 1,358,670,942 shares of common stock (see Note 5). During the year ended March 31, 2018, we entered into an equity distribution agreement that provides for cash advances up to $5,000,000 in exchange for shares of our common stock, to be fulfilled at our request. Pursuant to that agreement, we issued 4,273,504 shares of common stock as a commitment fee, recorded a liability of $250,000 for future commitment fees to be paid, and paid cash of $15,000 for due diligence costs. As a result, common stock increased $4,274 and additional paid-in capital decreased by $269,274 to offset any proceeds from future equity transactions resulting from the agreement. During the year ended March 31, 2018, we cancelled 250,000 shares of common stock and 1,300 shares of treasury stock, resulting in a decrease in common stock of $251, a decrease in additional paid-in capital of $8,338, and a decrease in treasury stock of $8,589.

 

In conjunction with the sale of common stock during the year ended March 31, 2018, we provided a guarantee to certain individuals such that we would issue additional shares of our common stock if the average closing price of our common stock fell below $0.02 per share on the 20 days preceding the 18-month anniversary of the date the shares were originally sold. As a result of this guarantee, we had recorded $626,388 in accounts payable and accrued liabilities on our balance sheet as of March 31, 2018. During the year ended March 31, 2018, the 18-month anniversary passed without the common stock falling below the set threshold, therefore, we were released from the guarantee, and we increased additional paid-in capital by $525,000 to remove the previously recorded offering costs.

 

As of March 31, 2019 and 2018, we had 2,640,161,318 and 2,169,661,318 shares of common stock issued and outstanding, respectively.

 

Employee Stock Options

 

The nonqualified plan adopted in 2007 authorizes 65,000 shares, of which 47,500 have been granted as of March 31, 2019. 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. As of March 31, 2019, 42,500 shares have been granted under the 2008 plan.

 

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:

 

                Weighted        
          Weighted     Average        
          Average     Remaining     Aggregate  
    Number of     Exercise     Contractual     Intrinsic  
    Shares     Price     Life (years)     Value  
Options outstanding at March 31, 2017     35,000     $ 10.00       2.51     $ -  
Granted     -     $ -                  
Exercised     -     $ -                  
Canceled / expired     -     $ -                  
Options outstanding at March 31, 2018     35,000     $ 10.00       1.51     $ -  
Granted     -     $ -                  
Exercised     -     $ -                  
Canceled / expired     -     $ -                  
Options outstanding at March 31, 2019     35,000     $ 10.00       0.51     $ -  
Options exercisable at March 31, 2019     35,000     $ 10.00       0.51     $ -  

 

Stock-based compensation expense in connection with options granted to employees for the year ended March 31, 2019 and 2018, was $0.

 

Warrants

 

The following table summarizes the warrants outstanding and the related prices for the shares of our common stock as of March 31, 2019:

 

      Warrants Outstanding     Warrants Exercisable  
            Weighted                    
            Average     Weighted           Weighted  
            Remaining     Average           Average  
Exercise     Number     Contractual     Exercise     Number     Exercise  
Price     Outstanding     Life (Years)     Price     Exercisable     Price  
$ 1.50       5,052,497       0.36     $ 1.50       5,052,497     $ 1.50  
                                             

 

Transactions involving our warrant issuance are summarized as follows:

 

          Weighted  
    Number of     Average  
    Shares     Exercise Price  
Warrants outstanding at March 31, 2017     6,534,810     $ 1.48  
Granted / restated     -     $ -  
Canceled     -     $ -  
Expired     (365,313 )   $ (1.18 )
Warrants outstanding at March 31, 2018     6,169,497     $ 1.50  
Granted     -     $ -  
Canceled     -     $ -  
Expired     (1,117,000 )   $ (1.48 )
Warrants outstanding at March 31, 2019     5,052,497     $ 1.50  

XML 83 R3.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2019
Mar. 31, 2019
Mar. 31, 2018
Statement of Financial Position [Abstract]      
Preferred stock, par value $ 0.001 $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000 10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value $ 0.001 $ 0.001 $ 0.001
Common stock, shares authorized 10,000,000,000 10,000,000,000 10,000,000,000
Common stock, shares issued 3,003,490,408 2,640,161,318 2,169,661,318
Common stock, shares outstanding 3,003,490,408 2,640,161,318 2,169,661,318
XML 84 R7.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Organization and Nature of Business
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Organization and Nature of Business

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Organization

 

Investview, Inc. was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In January 2005 the Company changed domicile to Nevada, and changed its name to Voxpath Holding, Inc. In September of 2006 the Company merged The Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holdings, Inc. and then changed its name to TheRetirementSolution.Com, Inc. In October 2008 the Company changed its name to Global Investor Services, Inc., before changing its 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.

 

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

 

On February 28, 2018, we filed a name change for Wealth Generators, LLC to Kuvera, LLC (“Kuvera”) and on May 7, 2018 we established WealthGen Global, LLC as a Utah limited liability company and a wholly owned subsidiary of Investview, Inc.

 

On July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock.

 

On November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European Union.

 

On December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities Trading Advisor, Commodity Pool Operator, and approved for over the counter FOREX advisory services.

 

On January 17, 2019 we renamed our non-operating wholly owned subsidiary WealthGen Global, LLC to SafeTek, LLC, a Utah Limited Liability Company.

 

Effective July 22, 2019 we renamed our non-operating wholly owned subsidiary Razor Data, LLC to APEX Tek, LLC, a Utah Limited Liability Company.

 

Nature of Business

 

Investview owns a number of companies that each operate independently but are accretive to one another. Investview is establishing a portfolio of wholly owned subsidiaries delivering leading edge technologies, services and research, dedicated primarily to the individual consumer. Following is a description of each of our companies.

 

Kuvera, LLC provides 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, crowdfunding and cryptocurrency 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 to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. Different 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.

 

Kuvera France S.A.S. is our entity in France that will distribute Kuvera products and services throughout the European Union.

 

S.A.F.E. Management, LLC is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated trading strategies to individuals who find they lack the time to trade for themselves.

 

United League, LLC owns a number of proprietary technologies including FIREFAN a social app for sports enthusiasts. Technologies created to support any of the Investview companies are held under the United League structure.

 

United Games, LLC is the distribution network for United League technologies. Since the acquisition of United Games in July of 2018, we are working to combine the distributors of Kuvera and United Games. This is an on-going process that is not yet complete.

 

SAFETek, LLC (formerly WealthGen Global, LLC) is a new addition that we are currently establishing for expansion plans in the high-speed processing and cloud computing environment.

 

Apex Tek, LLC (formerly Razor Data, LLC) is the sales and distribution company for APEX packages and technology. It offers a unique passive income model for those interested in earning through the purchase and leaseback of high-speed specialized data processing equipment. This model has drawn considerable institutional interest.

 

Investment Tools & Training, LLC currently has no operations or activities.

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

Organization

 

Investview, Inc. was incorporated on January 30, 1946, under the laws of the state of Utah as the Uintah Mountain Copper Mining Company. In January 2005, we changed domicile to Nevada and changed our name to Voxpath Holding, Inc. In September of 2006, we merged The Retirement Solution Inc. through a Share Purchase Agreement into Voxpath Holdings, Inc. and then changed our name to TheRetirementSolution.Com, Inc. and in October 2008 changed our name to 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.

 

On February 28, 2018, we filed a name change for Wealth Generators, LLC to Kuvera, LLC (“Kuvera”) and on May 7, 2018, we established WealthGen Global, LLC as a Utah limited liability company and our wholly owned subsidiary.

 

On July 20, 2018, we entered into a Purchase Agreement with United Games Marketing LLC, a Utah limited liability company, to purchase its wholly owned subsidiaries United Games, LLC and United League, LLC for 50,000,000 shares of our common stock (see Note 5).

 

On November 12, 2018, we established Kuvera France, S.A.S. to handle sales of our financial education and research in the European Union.

 

On December 30, 2018, our wholly owned subsidiary S.A.F.E. Management, LLC received its registration and disclosure approval from the National Futures Association. S.A.F.E. Management, LLC is now a New Jersey State Registered Investment Adviser, Commodities Trading Advisor, Commodity Pool Operator, and approved for over the counter FOREX advisory services.

 

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

 

Nature of Business

 

We own a number of companies that each operate independently, but are accretive to one another. We are establishing a portfolio of wholly owned subsidiaries delivering leading-edge technologies, services, and research, dedicated primarily to the individual consumer. Following is a description of each of our companies.

 

Kuvera, LLC provides 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, crowdfunding and cryptocurrency 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 to provide an individual with complete access to the information necessary to cultivate and manage his or her financial situation. Different 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.

 

Kuvera France S.A.S. is our entity in France that will distribute Kuvera products and services throughout the European Union.

 

S.A.F.E. Management, LLC is a Registered Investment Adviser and Commodity Trading Adviser that has been established to deliver automated trading strategies to individuals who find they lack the time to trade for themselves.

 

United League, LLC owns a number of proprietary technologies including FIREFAN a social app for sports enthusiasts. Technologies created to support any of the Investview companies are held under the United League structure.

 

United Games, LLC is the distribution network for United League technologies. Since the acquisition of United Games in July of 2018, we are working to combine the distributors of Kuvera and United Games. This is an on-going process.

 

SAFETek, LLC (formerly WealthGen Global, LLC) is a new addition that we are currently establishing for expansion plans in the high-speed processing and cloud computing environment.

 

Investment Tools & Training, LLC and Razor Data Corp. currently have no operations or activities.

XML 85 R19.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Subsequent Events
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Subsequent Events [Abstract]    
Subsequent Events

NOTE 11 – SUBSEQUENT EVENTS

 

Subsequent to December 31, 2019 we received $1,070,000 in proceeds from related party advances and issued 10,000,000 shares of our common stock for services.

 

In accordance with ASC Topic 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.

NOTE 12 – SUBSEQUENT EVENTS

 

In April of 2019, we received proceeds of $200,000 from two separate short-term promissory notes.

 

In June of 2019, we entered into an office lease agreement for our corporate finance department, located in Eatontown, New Jersey. The agreement is for a term of three years at a monthly rent amount of $2,500 for months one through six, $3,500 for months six through 12, and $4,000 for months 13 through 36. Corporate Finance is expected to occupy the new office space beginning in July of 2019.

 

In May and June of 2019, we issued an aggregate of 39,215,648 shares of our common stock to Triton Funds LP under the common stock purchase agreement that was entered into in December 2018 and amended in March and April 2019, for net proceeds of $325,000.

 

In accordance with ASC Topic 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.

XML 86 R23.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Related-Party Transactions (Tables)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Related Party Transactions [Abstract]    
Schedule of Related Party Payables

Our related-party payables consisted of the following:

 

    December 31,
2019
    March 31,
2019
 
Short-term advances [1]   $ 668,608     $ 440,489  
Short-term Promissory Note entered into on 8/17/18 [2]     -       105,000  
Convertible Promissory Note entered into on 7/23/19 [3]     903,285       -  
Accounts payable – related party [4]     75,000       -  
    $ 1,646,893     $ 545,489  

 

 

[1] We periodically receive advances for operating funds from our current majority shareholders and other related parties, including entities that are owned, controlled, or influenced by our owners or management. These advances are due on demand and are unsecured. During the nine months ended December 31, 2019, we received $1,164,500 in cash proceeds from advances, incurred $714,999 in interest expense on the advances, and repaid related parties $1,649,500. Also during the nine months ended December 31, 2019 we settled $1,880 of amounts that were recorded as due prior to March 31, 2018.
   
[2] A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000 which was recorded as interest expense in the statement of operations during the year ended March 31, 2019. During the nine months ended December 31, 2019 we made repayments of $105,000 on the note.

 

[3] We entered into a $3,600,000 convertible promissory note with a member of the senior management team on July 23, 2019. We received proceeds of $1,000,000 from the note, including $900,000 in cash and $100,000 which offset amounts owing to the lender. In accordance with the terms of the note we are required to repay a monthly minimum payment of $50,000 beginning January of 2020 through June of 2020 and a monthly minimum payment of $100,000 beginning July of 2020 until the total principal amount has been repaid. The lender has the right to convert up to $2,600,000 of the outstanding and unpaid principal amount into shares of our common stock at a conversion price of $0.005 per share, subject to adjustment. During the nine months ended December 31, 2019 we recorded a beneficial conversion feature of $1,000,000 as a debt discount (see Note 8). Additionally, we recorded $2,600,000 as a debt discount, representing the difference between the face value of the note and the proceeds received. During the nine months ended December 31, 2019 we amortized $903,285 of the debt discount into interest expense.
   
[4] During the nine months ended December 31, 2019 we entered into an employment agreement with Jayme McWidener as our Chief Financial Officer. At the date we entered into the employment agreement we owed her firm, Mac Accounting Group, LLP, $75,000, which was reclassified as a related party accounts payable balance on our balance sheet.

Our related party payables consisted of the following:

 

    Year Ended March 31,  
    2019     2018  
Short-term advances [1]   $ 440,489     $ 1,880  
Short-term promissory note entered into on 8/17/18 [2]     105,000       -  
    $ 545,489     $ 1,880  

 

  [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 set interest rates associated with them, and are unsecured. During the year ended March 31, 2019, we received $1,805,777 in cash proceeds from advances, incurred $15,000 in interest, and repaid related parties a total of $1,382,168.
     
  [2] A member of the senior management team advanced funds of $100,000 on August 17, 2018, under a short-term promissory note due to be repaid on August 31, 2018. On August 31, 2018 the note was amended to be due on demand or, in absence of a demand, due on August 31, 2019. The note had a fixed interest payment of $5,000, which was recorded as interest expense in the statement of operations during the year ended March 31, 2019.

XML 87 R27.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Operating Lease (Tables)
9 Months Ended
Dec. 31, 2019
Leases [Abstract]  
Schedule of Future Minimum Lease Payments Under Non-cancellable Leases

Future minimum lease payments under non-cancellable leases as of December 31, 2019 were as follows:

 

Remainder of 2020   $ 14,897  
2021     56,794  
2022     48,000  
2023     16,000  
Total     135,691  
Less: Interest     (17,294 )
Present value of lease liability     118,397  
Operating lease liability, current [1]     (59,064 )
Operating lease liability, long term   $ 59,333  

 

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

XML 88 R61.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Stockholders' Equity (Deficit) (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2019
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Dec. 31, 2018
Sep. 30, 2018
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Sep. 16, 2009
Dec. 31, 2007
Mar. 31, 2007
Preferred stock, shares authorized 10,000,000 10,000,000         10,000,000   10,000,000 10,000,000      
Preferred stock, par value $ 0.001 $ 0.001         $ 0.001   $ 0.001 $ 0.001      
Preferred stock, shares issued                
Preferred stock, shares outstanding                
Number of shares issued during period             59,215,648            
Number of shares issued during period, value   $ 175,000 $ 325,000 $ 325,000     $ 825,000     $ 2,495,388      
Common stock average closing price                   $ 0.02      
Accounts payable and accrued liabilities                   $ 626,388      
Increase in additional paid-in capital             $ 101,387     525,000      
Number of shares issued for employees for services and compensation, shares             241,000,000            
Number of shares issued for employees for services and compensation             $ 3,865,500     $ 6,727,235      
Common stock issued for services and compensation   1,160,524 1,515,915     $ 10,000     $ 6,787,600        
Number of common stock repurchased     $ 102     $ 91,000     $ 91,000        
Reduction of common stock, value   200,000         200,000            
Reduction of additional paid on capital   3,180,000         3,180,000            
Reduction of prepaid assets   $ 3,380,000         $ 3,380,000            
Common stock, shares issued 2,640,161,318 3,003,490,408         3,003,490,408   2,640,161,318 2,169,661,318      
Common stock, shares outstanding 2,640,161,318 3,003,490,408         3,003,490,408   2,640,161,318 2,169,661,318      
Shares granted in period                    
Nonqualified Plan [Member]                          
Number of shares authorized                       65,000 65,000
Shares granted in period                 47,500 47,500      
Qualified Plan [Member]                          
Number of shares authorized                     125,000    
Shares granted in period                 42,500 42,500      
Joint Venture Agreement [Member]                          
Number of common stock cancelled, shares 200,000,000                        
Convertible Promissory Note [Member]                          
Number of common stock repurchased, shares             5,150            
Number of common stock repurchased             $ 102            
Number of common stock cancelled, shares             22,500,000            
Beneficial conversion feature             $ 1,000,000            
Employees [Member]                          
Number of shares issued for employees for services and compensation, shares               285,618,592          
Number of shares issued for employees for services and compensation               $ 831,800          
Common stock issued for services and compensation               1,844,639          
Remaining common stock issued to employees compensation               2,020,861          
Reduction of common stock, value   $ 22,500         $ 22,500            
Stock based compensation expense   $ 0     $ 0     $ 0 $ 0 $ 0      
Preferred Stock [Member] | Maximum [Member]                          
Preferred stock, shares authorized 50,000,000 50,000,000         50,000,000   50,000,000        
Preferred stock, par value $ 0.001 $ 0.001         $ 0.001   $ 0.001        
Common Stock [Member]                          
Number of shares issued during period                   267,127,500      
Number of common stock repurchased, shares                   7,000,000      
XML 89 R65.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Stockholders' Equity (Deficit) - Summary of Warrants Issued (Details) - $ / shares
9 Months Ended 12 Months Ended
Dec. 31, 2019
Mar. 31, 2019
Mar. 31, 2018
Equity [Abstract]      
Number of Warrants Outstanding, Beginning 5,052,497 6,169,497 6,534,810
Number of Warrants Granted/restated
Number of Warrants Canceled
Number of Warrants Expired (4,927,497) (1,117,000) (365,313)
Number of Warrants Outstanding, Ending 125,000 5,052,497 6,169,497
Weighted Average Exercise Price Outstanding, Beginning $ 1.50 $ 1.50 $ 1.48
Weighted Average Exercise Price Granted
Weighted Average Exercise Price Canceled
Weighted Average Exercise Price Expired 1.50 (1.48) (1.18)
Weighted Average Exercise Price Outstanding, Ending $ 1.50 $ 1.50 $ 1.50
XML 90 R69.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Operating Lease - Schedule of Future Minimum Lease Payments Under Non-cancellable Leases (Details) - USD ($)
Dec. 31, 2019
Mar. 31, 2019
Leases [Abstract]    
Remainder of 2020 $ 14,897  
2021 56,794  
2022 48,000  
2023 16,000  
Total 135,691  
Less: Interest (17,294)  
Present value of lease liability 118,397  
Operating lease liability, current (59,064) [1]
Operating lease liability, long term $ 59,333
[1] Represents lease payments to be made in the next 12 months
XML 91 R46.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) (10-K) (Parenthetical) - USD ($)
12 Months Ended
Jul. 20, 2018
Mar. 31, 2019
Mar. 31, 2017
Fair value of consideration outstanding shares transferred   150,465,339  
Business acquisition, price per shares     $ 0.0044
Consideration value   $ 662,047  
Assignment and Assumption Agreement [Member] | Alpha Pro Asset Management Group [Member]      
Number of common stock issued for the reversed acquisition   24,914,348  
Acquisition of business liabilities assumed   $ 482,588  
Purchase Agreement [Member]      
Number of shares purchased 50,000,000    
Fair value of weighted equity price per shares $ 0.016    
XML 92 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 93 R42.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Going Concern and Liquidity (Details Narrative) - USD ($)
9 Months Ended 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Mar. 31, 2019
Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Accumulated deficit $ 33,684,432   $ 25,096,983 $ 20,085,947
Net loss (8,587,449)   (5,011,036)  
Cash 263,600   133,644 1,490,686
Working capital deficit 10,938,623   2,222,990  
Proceeds from debt 2,177,452 $ 1,955,000 4,115,961 1,675,000
Proceeds from related parties 2,164,500 1,480,777 1,905,777 498,380
Proceeds from the sale of stock 825,000      
Net cash provided by operation $ 4,690,473 $ (2,580,818) $ (2,983,251) $ (1,045,665)