0001654954-18-009883.txt : 20180905 0001654954-18-009883.hdr.sgml : 20180905 20180905145617 ACCESSION NUMBER: 0001654954-18-009883 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20180630 FILED AS OF DATE: 20180905 DATE AS OF CHANGE: 20180905 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: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-27019 FILM NUMBER: 181054932 BUSINESS ADDRESS: STREET 1: 12 SOUTH 400 WEST STREET 2: 3RD FLOOR CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: (888)778-5372 MAIL ADDRESS: STREET 1: 12 SOUTH 400 WEST STREET 2: 3RD FLOOR CITY: SALT LAKE CITY STATE: UT ZIP: 84101 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 10-Q/A 1 invu_10qa.htm AMENDED QUARTERLY REPORT Blueprint
 

U.S. Securities and Exchange Commission
Washington, DC 20549
 
FORM 10-Q/A
 
☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
 
June 30, 2018
 
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________________ to _______________________.
 
Commission File Number 000-27019
 
Investview, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
 
87-0369205
(State or other jurisdiction of incorporation)
 
(I.R.S. Employer Identification No.)
 
12 South 400 West
Salt Lake City, Utah 84101
(Address of principal executive offices)
 
Issuer’s telephone number: 888-778-5372
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☒
Emerging growth company ☐
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 10, 2018, there were 2,219,661,318 shares of common stock, $0.001 par value, outstanding.

 
 
 
EXPLANATORY NOTE
 
 
This report has been revised to file Exhibit 10.37, Product Contribution Agreement between Investview, Inc. and WestMyn Technology Services, Inc., entered May 1, 2018, and Exhibit 10.38,Capital Crypto Mining Agreement between InvestView, Inc., and WestMyn Technology Services, Inc., entered May 1, 2018, which were inadvertently omitted from the original filing. The exhibit table in Item 6, Exhibits, has also been corrected to delete Exhibit 10.39, which was mistakenly included.
 
This amendment speaks as to the original filing date and does not reflect events that may have occurred subsequent to the original filing date.
 

 
 
2
 
 
PART II OTHER INFORMATION
 
ITEM 6 – EXHIBITS
 
The following exhibits are filed as a part of this report:
 
Exhibit
Number*
 
Title of Document
 
Location
 
 
 
 
 
Item 3
 
Articles of Incorporation and Bylaws
 
 
 
Certificate of Amendment to Articles of Incorporation
 
Incorporated by reference to the Definitive Information Statement filed December 20, 2017
 
 
 
 
 
Item 10
 
Material Contracts
 
 
 
Purchase Agreement between United Marketing, LLC and Investview, Inc., entered July 20th, 2018
 
Incorporated by reference from current report on Form 8-K filed July 25, 2018
 
 
 
 
 
 
Product Contribution Agreement between Investview, Inc. and WestMyn Technology Services, Inc., entered May 1, 2018
 
This filing.
 
 
 
 
 
 
Capital Crypto Mining Agreement between InvestView, Inc., and WestMyn Technology Services, Inc., entered May 1, 2018
 
This filing.
 
 
 
 
 
Item 31
 
Rule 13a-14(a)/15d-14(a) Certifications
 
 
 
Certification of Principal Executive Officer Pursuant to Rule 13a-14
 
This filing.
 
 
 
 
 
 
Certification of Principal Financial Officer Pursuant to Rule 13a-14
 
This filing.
 
 
 
 
 
Item 32
 
Section 1350 Certifications
 
 
32.01
 
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Incorporated by reference from quarterly report on Form 10-Q for the quarter ended June 30, 2018, filed August 14, 2018
 
 
 
 
 
32.02
 
Certification of Acting Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Incorporated by reference from quarterly report on Form 10-Q for the quarter ended June 30, 2018, filed August 14, 2018
 
 
 
 
 
Item 101***
 
Interactive Data File
 
 
101.INS
 
XBRL Instance Document
 
Incorporated by reference from quarterly report on Form 10-Q for the quarter ended June 30, 2018, filed August 14, 2018
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema
 
Incorporated by reference from quarterly report on Form 10-Q for the quarter ended June 30, 2018, filed August 14, 2018
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
 
Incorporated by reference from quarterly report on Form 10-Q for the quarter ended June 30, 2018, filed August 14, 2018
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
 
Incorporated by reference from quarterly report on Form 10-Q for the quarter ended June 30, 2018, filed August 14, 2018
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
 
Incorporated by reference from quarterly report on Form 10-Q for the quarter ended June 30, 2018, filed August 14, 2018
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
 
Incorporated by reference from quarterly report on Form 10-Q for the quarter ended June 30, 2018, filed August 14, 2018
 
* All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit.
 
*** Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.
 
 
3
 
 
SIGNATURE PAGE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
INVESTVIEW, INC.
 
 
 
Dated: September 5, 2018
By:
/s/ Ryan Smith
 
 
Ryan Smith
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
Dated: September 5, 2018
By:
/s/ William C. Kosoff
 
 
William C. Kosoff
 
 
Acting Chief Financial Officer
 
 
(Principal Financial Officer and Accounting Officer)
 
 
 
 
 
 
 
 
 
 
 
 
4
EX-10.37 2 inuv_ex1037.htm PRODUCT CONTRIBUTION AGREEMENT Blueprint
 
 Exhibit 10.37
 
PRODUCT CONTRIBUTION AGREEMENT
 
This PRODUCT CONTRIBUTION AGREEMENT (“Agreement”) is made effective as of October 31, 2017 (the “Effective Date”), and is entered into by and between WestMÿn Technology Services, Inc., a Delaware corporation (“WESTMŸN”) and Investview, Inc., a Nevada corporation (the “Company”)and its assigns. WESTMŸN and the Company may individually be referred to as a “Party” or collectively as the “Parties.”
 
RECITALS
 
WHEREAS, WESTMŸN desires to compile and provide to the Company certain valuable contract rights to products and to provide a crypto mining agreement, in exchange for issuance of stock in the Company and for the opportunity to earn-out additional Company stock based on the performance and benefits conferred on the
Company by WESTMŸN’s crypto mining agreement;
 
WHEREAS, the Company desires to receive from WESTMŸN certain valuable contract rights and benefits and is willing to exchange Company stock for WESTMŸN’s contribution of a mining hardware services license and such rights, under the terms and conditions set forth in this Agreement for a term of five (5) year term plus 1,000 days or the operating lifetime of the equipment, whichever is greater. After the initial term, this Agreement shall automatically renew until either Party terminates such automatic renewal.
 
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
 
1.
WESTMŸN Mining Contract. WESTMŸN currently owns certain mining equipment for use in mining cryptocurrencies. WESTMŸN will enter into a mining agreement with the Company and allow the Company to purchase its mining equipment at a preferred rate.
 
2.
Company Exchange for WESTMŸN Mining Contract.
 
(a)
Exchange of Company Common Shares. The Company agrees that, in exchange for WESTMŸN entering into the crypto mining agreement, which includes the right for the Company to re-sell mining equipment to the Company’s affiliates, the Company will issue 40,000,000 (forty million) restricted common shares in the Company to WESTMŸN.
 
 
1
 
 
(b)
Common Stock Earnout. WESTMŸN shall have earned and shall receive additional Company common stock (“WESTMŸN Earnout”), which shall be issued by the Company to WESTMŸN, in the following amounts and upon achieving and satisfying the following requirements:
 
i. 
The following shall be used to determine WESTMŸN’s Earnout of additional Company common stock:
 
1)
Number of Earnout Shares: shares earned are by number of shares and are not determined by stock price;
 
2)
WESTMŸN Monthly Revenue: reference to WESTMŸN Monthly Revenue shall be the gross revenues per month generated, or averaged over a four-month period, from and/or attributed to:
 
A. Revenue for the Company from the retail price of mining equipment excluding the setup fee.
 
3) Revenue Milestones: WESTMŸN’s Monthly Revenue Milestones shall be:
 
A.
“1st Revenue Milestone” is USD $1,000,000 of WESTMŸN Monthly Revenue;
 
B.
“2nd Revenue Milestone” is USD $2,500,000 of WESTMŸN Monthly Revenue;
 
C.
“3rd Revenue Milestone” is USD $4,000,000 of WESTMŸN Monthly Revenue; and
 
D.
“4th Revenue Milestone” is USD $5,500,000 of WESTMŸN Monthly Revenue.
 
4) Common Stock Award: WESTMŸN is eligible to earn the following separate and independent awards of Company common stock:
 
A.
“1st Common Stock Award” is 15 million shares of Company common stock;
 
B.
“2nd Common Stock Award” is 20 million shares of Company common stock;
 
 
2
 
 
C.
“3rd Common Stock Award” is 25 million shares of Company common stock; and
 
D.
“4th Common Stock Award” is 25 million shares of Company common stock.
 
ii. 
WESTMŸN shall receive the following earnouts, when achieved:
 
1)
the 1st Common Stock Award, when the 1st Revenue Milestone has been exceeded for four (4) months;
 
2)
the 2nd Common Stock Award, when the 2nd Revenue Milestone has been exceeded for four (4) months;
 
3)
the 3rd Common Stock Award, when the 3rd Revenue Milestone has been exceeded for four (4) months; and
 
4)
the 4th Common Stock Award, when the 4th Revenue Milestone has been exceeded for four (4) months.
 
The Parties acknowledge and agree that WESTMŸN’s Earnouts can be achieved through application of certain months to more than one Revenue Milestone. For example, if WESTMŸN’s Monthly Revenue exceeded the 3rd Revenue Milestone ($4.0 million monthly revenue) for four months following the Effective Date of this Agreement, WESTMŸN would receive all of the 1st, 2nd, and 3rd Common Stock Awards (60 million cumulatively awarded shares).
 
3.
Warranties; Indemnities; Limitations.
 
 
(a)
Warranty Against Infringement. WESTMŸN warrants that its crypto mining agreement does not infringe any patent, trademark, or other intellectual property.
 
(b)
Warranty of Authority. WESTMŸN warrants that it has the power and authority to enter into the crypto mining agreement with the Company.
 
(c)
Exclusion of Other Warranties. EXCEPT AS MAY OTHERWISE BE SET FORTH HEREIN, THE WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
 
 
3
 
 
(d)
Representations.
 
i.
WESTMŸN represents that it has authorization to enter into the crypto mining agreement contemplated in this Agreement.
 
ii.
WESTMŸN represents that the mining is unencumbered and WESTMŸN is unaware of any third-party claims to the WESTMŸN mining equipment.
 
iii.
The Company represents that it has, or will obtain approval for, sufficient shares of common stock available to meet the earnout obligations of this Agreement.
 
(e)
Indemnification. The Parties shall indemnify and hold one another harmless and, at their own expense, defend the other Party and its respective subsidiaries, affiliates, directors, officers, employees, representatives, partners, members, managers, agents, attorneys, successors and assigns (“Indemnified Persons”) from and against any and all thirdparty claims, losses, costs and expenses or liabilities (including direct, indirect, incidental, consequential, special, or punitive damages suffered or alleged, as well as reasonable legal fees and expenses incurred), relating to or arising out of:
 
i.
any failure by the other Party to comply with its obligations under this Agreement;
 
ii.
breach of any of the Parties representations or warranties to one another; or
 
iii.
any failure by a Party, for any reason to comply with all applicable laws, rules and regulations, including any applicable regulatory organization or agency.
 
(f)
Indemnification Notification. When any claim for indemnification arises under this Agreement, a Party shall promptly notify the other Party of the claim, and when known, the facts constituting such claim, and the amount or an estimate of the amount of the liability arising therefrom.
 
 
4
 
 
4.
Miscellaneous Provisions.
 
(a)
Tax Compliance. The Parties agree to pay their respective taxes including applicable sales, use or excise taxes, VAT or similar governmental charges.
 
(b)
Public Disclosure. The Parties acknowledge that this Agreement will be made public as part of the Company’s disclosure obligations.
 
(c)
Assignment. Neither party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other party, except that no consent is required for a transfer or assignment to: an affiliate; or made as part of a re-organization.
 
(d)
No Third-Party Beneficiary. The Parties Agree that this Agreement does not create rights in third parties and there are no intended third-party beneficiaries of this Agreement.
 
(e)
Due Diligence. By executing this Agreement, each Party acknowledges they have each conducted, or have had an adequate opportunity to conduct, their respective due diligence investigation into the terms of this Agreement and those representations made by the other Party in support of such terms herein, as well as the business, financial, accounting, physical operations, and legal aspects of the other Party.
 
(f)
Expenses. Each Party shall be responsible for and shall bear their own fees and expenses relating to entering in to this Agreement, including any due diligence investigation.
 
(g)
Announcements. The Parties agree to coordinate any announcement of this Agreement, or disclosure of the terms herein.
 
(h)
Choice of Law, Exclusive Jurisdiction and Venue. All matters arising from or related to this Agreement shall be governed by the laws of the State of Nevada without application of conflict of law principles. Any dispute that may arise out of or is related to this Agreement shall be submitted to the Federal or state courts in or serving Nevada, and the Parties submit to the jurisdictions of such courts. Any objection to Clark County, Nevada as the exclusive venue of any litigation is hereby irrevocably waived.
 
 
5
 
 
(i)
Severability. Any invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity of any of its other provisions. If any provision, or part thereof, is deemed by a court to be invalid or unenforceable, such court shall be empowered to reform that provision as necessary to be valid and to reflect, as closely as possible, the intention of the parties underlying the invalid provision; if the provision cannot be so reformed, then the invalid portion shall be stricken to the extent necessary to preserve the validity of the other provisions hereof.
 
(j)
Waiver. A waiver of a breach or default under this Agreement shall not be a waiver of any subsequent breach or default. Failure of either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition then or in the future.
 
(k)
Notices. All notices required under this Agreement shall be deemed effective when received in writing by either (i) registered mail or certified mail, return receipt requested and postage pre-paid, (ii) scanned electronic copy of a signed original exchanged between the respective representatives of the Parties emailed to the address below with confirmation of receipt, or (iii) overnight mail that produces written evidence of delivery addressed to either party at the address specified below:
 
If sent to WESTMŸN:
 
Attn: Matthew Grimmer
Grimmer & Associates, PC
3333 N. Digital Drive, Suite 460
Lehi, Utah 84043
mgrimmer@grimmerandassociates.com
 
If sent to the Company:
 
Attn: Annette Raynor
Chief Operations Officer
Investview Inc.
745 Hope Road
Eatontown, NJ 07724
annette@kuveragloba.com
 
Either party to this Agreement may change an address relating to it by notice to the other party in accordance with the provisions of this paragraph.
 
 
6
 
 
(l)
No Partnership or Joint Venture. This Agreement shall not operate so as to create or recognize a partnership or joint venture of any kind between the parties hereto; nor will this Agreement create an implied fiduciary relationship or duty upon the Parties.
 
(m)
Force Majeure and Other Events. Neither party will be responsible for any loss or damage to the extent caused directly or indirectly by any act of God, war, civil disturbance, natural calamity, flood, act or omission of any exchange, market, utility, communications service, common carrier, Internet or network access or backbone provider or information provider, electrical outage or disturbance, brownout or black-out, delay in mails, malicious third-party action or any other cause beyond such party’s reasonable control.
 
(n)
Attorneys Fees. The Parties agree that if a dispute arises under this Agreement the prevailing party in such dispute is entitled to its attorneys fees and costs in pursuing or defending any claim or dispute arising under or in connection with this Agreement.
 
(o)
Termination upon Notice of Insolvency. A Party may suspend or terminate this Agreement immediately if a Party becomes insolvent or unable generally to pay its debts as they become due, makes an assignment for the benefit of creditors or applies for or consents to the appointment of a trustee, custodian, or receiver.
 
(p)
Voluntary Termination. Either Party shall have the right to voluntarily terminate this Agreement at any time during the term of this Agreement. The Terminating Party must provide the Non-Terminating Party with notice of intent to terminate. Notice shall be provided by the Terminating Party to the Non-Terminating Party according to Section 4(k) of this Agreement. Once proper notice has been provided, a period of One Hundred Twenty (120) calendar days (“Notice Period”) shall run before the term of the Agreement shall be cancelled (“Termination Date”).
 
Any and all existing and valid crypto contracts that originated before the Termination Date shall survive the termination of the Agreement and remain with WESTMŸN.
 
(q)
Entire Agreement. This Agreement is the entire agreement between the parties hereto. All prior proposals, understandings, and other agreements, whether oral or written, between the parties that relate to this subject matter are hereby superseded and revoked.
 
(r)
Amendment. This Agreement may not be modified or altered except in writing by an instrument duly executed by both parties. The Parties expressly agree that they have had a full opportunity to conduct their own independent due diligence into the other Party and its representations.
 
(s)
Counterparts. This Agreement may be executed in multiple counterparts.
 
*** Signature Page Follows ***
 
 
7
 
 
 
IN WITNESS WHEREOF, the duly authorized officers or representatives of the Parties have executed this Agreement as of the date set forth below, intending legally to be bound and for this Agreement to be effective as of the Effective Date.
 
 
WESTMŸN TECHNOLOGY SERVICES, INC.
INVESTVIEW, INC.
a Nevada corporation
 
 
BY:/s/ TRAVIS BOTT
BY: /s/ RYAN SMITH
Name: Travis Bott
Name: Ryan Smith
Title:President
Title:CEO
Date: May 1, 2018
Date: May 1, 2018
 
 
 
 
 
 
 
 
 
8
EX-10.38 3 inuv_ex1038.htm CAPITAL CRYPTO MINING AGREEMENT Blueprint
 
 Exhibit 10.38
 
WESTMŸN TECHNOLOGY SERVICES, INC.
CAPITAL CRYPTO MINING AGREEMENT
 
 
Agent
INVESTVIEW, INC., a Nevada corporation and its wholly owned subsidiary Kuvera LLC
Customer
Purchaser of the Mining Package
Agent Agreement Term
Five (5) year term plus 1,000 days or the operating lifetime of the equipment, whichever is greater
Payout Frequency
Daily
Mining Equipment
GPU Mining Rigs - Proprietary Configuration – described on Schedule A attached hereto
Mining Price
60% of Retail Package Price
 
THIS CAPITAL CRYPTO MINING SALES AGREEMENT, effective as of May 1, 2018 (this “Mining Agreement”), is entered into between Agent (referenced above) and WestMÿn Technology Services, Inc., a Delaware corporation having its Registered Office address located at 3333 N. Digital Drive,
 
Suite 460, Lehi, Utah 84043 (“WestMÿn”), on the terms set forth in this Mining Agreement. (Agent and WestMÿn are collectively herein the “Parties” and individually referred to herein as a “Party.”)
 
WHEREAS, WestMÿn currently maintains and operates computing, colocation and network facilities in Iceland and Romania engaged in mining cryptocurrencies;
 
WHEREAS, Agent desires to engage WestMÿn for purpose of mining cryptocurrencies on its behalf, to include Coins (as defined at Section 3), and WestMÿn agrees to sell, operate and maintain the Mining Equipment for the Agent’s Customer for this purpose in accordance with the terms and conditions set forth herein.
 
1.
CRYPTO MINING SALE
 
Customer will pay the purchase price to the Agent and Agent agrees to pay the Mining Price to WestMÿn, and, in exchange, WestMÿn agrees to install, provision and reserve the Mining Equipment in accordance with Schedule A and, commencing upon receipt of payment (the “Mining Commencement Date”), to sell the Mining Equipment to Customer in accordance with the terms of this Mining Agreement for the benefit of Customer. The Agent will pay the mining price and a provisioning fee.
 
 
1
 
 
2.
MINING SALE AGREEMENT VALUATION
 
WestMÿn represents and warrants that:
 
(i)
the Term of this Agreement is at least seventy-five percent (75%) of the estimated life of the Mining Equipment;
 
(ii)
the Mining Price (which is the discounted present value of the monthly payments during the Term) is at least ninety percent (90%) of the fair market value of the Mining Equipment, but does not exceed the Mining Equipment’s fair market value; and
 
(iii)
the Mining Equipment is not anticipated to be obsolete at the conclusion of this Mining Agreement.
 
3.
MINING TECHNOLOGY OPERATION
 
WestMÿn agrees that the Mining Equipment is dedicated to Customer and WestMÿn shall operate and maintain the Mining Equipment solely for the benefit of Customer and in a manner that will maximize cryptocurrency (“Coin”) production (the “Mining Operation Services”), which Coins shall be mined only for the Customer. Upon such Coin production (the “Mining Output”), WestMÿn will promptly transfer all Payouts (as defined below) to the Customer’s designated Wallet as provided in Section 4 below. The Mining Operation Services shall include, without limitation:
 
(i)
maintaining all Mining Equipment, facilities and relevant supplies in good working order on behalf of Customer for maximum Mining Output, including using its best efforts to achieve and maintain the Mining Power identified above, and shall procure power, backup power, colocation facilities and such additional equipment and facilities, at its own cost, as shall be required from time to time in order to operate the Mining Equipment in accordance with Schedule A;
 
(ii)
using its best efforts to cause the Mining Operation Services to be conducted 24 hours a day, seven days a week for 365 days each year;
 
(iii)
directing Mining Output to maximize the production of Coins generated by the Mining Equipment in the form of either Bitcoin or “Altcoins.” “Altcoins” is a reference to all cryptocurrencies other than Bitcoin, such as Ethereum or Litecoin; and
 
(iv)
paying for electricity consumption and actual and routine thirdparty equipment maintenance expenses (“Mining Costs and Expenses”); however, such Mining Costs and Expenses shall be paid only from the Mining Output and not owed or due from Customer, and such Mining Costs and Expenses shall not exceed USD $0.10 - 0.16 kw/h.
 
WestMÿn shall provide such Mining Operation Services (a) in accordance with the terms of this Mining Agreement; (b) using personnel of required skill, experience, and qualifications; (c) in a timely, workmanlike, and professional manner; and (d) in accordance with generally recognized industry standards in the cryptocurrency mining field.
 
 
2
 
 
Customers may choose which Coin to mine from the list of available Coins provided by the Company. Once a Coin is chosen, Customer may not change the mining option of that Coin, unless the Coin is no longer profitable. If a Coin mined by a Customer is deemed no longer profitable, meaning no money is being generated by way of mining such Coin, and the Customer chooses to change the Coin mined, there shall be a thirty (30) day grace period in which the turn over to the new Coin of the Customer’s choice shall occur. During this thirty (30) day grace period, no mining shall occur for the Customer.
 
4.
CUSTOMER PAYOUTS
 
WestMÿn will utilize Coins generated from Customer’s Mining Equipment to offset the Mining Costs and Expenses, and then transmit all remaining Coins (the “Payout”) directly to Customer via daily deposits to Customer’s wallet as designated by Customer from time to time in writing (“Wallet”), which deposit may take up to seventy-two (72) hours from the date of Coin generation. Payouts may include multiple types of Coins and WestMÿn reserves the right to introduce different Altcoins utilizing the Mining Equipment, but in a manner directed toward maximizing the coin payout to Customer. WestMÿn reserves the right to make retroactive recalculations to Customer’s Payouts in the case of any error or to correct any mistake or discrepancy and shall simultaneously deliver to Customer a corrected Payout Report detailing such recalculation and describing the error, mistake or discrepancy, why it occurred and the steps taken to correct the same. If a recalculation creates a negative Customer balance, Payouts will resume when the Customer’s negative balance is overcome.
 
5.
MINING INTERRUPTION
 
Agent and Customer acknowledges that the operation of the Mining Equipment may be impacted by fault, error, malfunction, virus or other occasions that interrupt such operations. WestMÿn will use its best efforts to minimize and remedy such interruptions as soon as possible; however, if mining becomes and remains unprofitable for twenty-one consecutive days then this Mining Agreement will be suspended until in WestMÿn’s good faith judgment mining returns to profitability (the “Suspension Period”). As soon as reasonably possible, WestMÿn shall give written notice to Customer regarding the suspension and stating the number of days the Suspension Period is expected to continue. During the Suspension Period, Payouts will also be temporarily stopped, but when mining returns to profitability, the mining suspension will be lifted. In the event of a Suspension Period, the Term shall also be suspended and extended for the same number of days of the Suspension Period, and upon resumption of mining, the Term will also resume. Notwithstanding anything to the contrary contained in this Mining Agreement, WestMÿn guarantees the operation of the Mining Equipment for at least the Mining Power during the Term, as it may be extended.
 
 
3
 
 
6.
WALLET SECURITY
 
Customer is responsible for maintaining the confidentiality for and integrity of its Wallet including its access information. Agent must notify WestMÿn immediately if Customer’s Wallet address has changed or if there is any other change, loss, fraud or suspicion about Customer’s Wallet. WestMÿn will not be held liable for any lost Wallet information or hacked Wallet, nor any loss arising howsoever as a result including by theft or fraud, not resulting from or caused by WestMÿn’s breach, negligence or misconduct.
 
7.
LIABILITY LIMITATIONS
 
WestMÿn will not be liable in any amount for failure to perform any obligation under the terms of this Mining Agreement if that failure is caused by the occurrence of an event caused by the Customer, or by a third-party as a result of Customer’s actions. If any failure of performance by WestMÿn is due to actions by a governmental entity, this agreement shall enter a Suspension Period, and WestMÿn at its cost shall take affirmative action to resolve the Suspension Period, including through relocating Mining Equipment to another country or jurisdiction.
 
To the maximum extent permitted by law, WestMÿn is excluded from liability for any losses or damages which Customer may suffer, whether the same are suffered directly or indirectly or are immediate or consequential, which fall within any of the following categories: (i) loss of cryptocurrency arising as a result of any of Customer’s acts or omissions or any acts or omissions of any third party under the control of Customer; and (ii) loss arising out of or in connection with any of the following:
 
(a)
any defect or insecurity in any third-party systems used to store or transmit cryptocurrency;
 
(b)
any inaccurate or incomplete information provided by Customer, including cryptocurrency wallet addresses;
 
(c)
any changes to the regulatory, legislative or technical environment applicable to cryptocurrencies;
 
(d)
the acts or omissions of any bank or provider of banking services; or (e) any change in the value of cryptocurrency.
 
WestMÿn does not offer any legal, financial, insurance, tax, investment or associated advice. No third-party may claim to be an intended beneficiary of this Mining Lease. WestMÿn shall not be responsible for any damage, harm or loss to any third-party (non-party to this Mining Agreement), including any loss, harm, or damages resulting from Customer’s use, resale, sublease or letting of Customer’s Mining Agreement.
 
8.
WARRANTIES
 
WestMÿn warrants to Agent and Customer that: (a) WestMÿn is a corporation duly organized, validly existing and in good standing under the laws of Delaware (b) WestMÿn has the right to enter into this Mining Agreement, to grant the rights granted herein and to perform fully all of its obligations in this Mining Agreement; (c) WestMÿn is entering into this Mining Agreement with Customer and the sale of the Mining Equipment to Customer and its performance of the Mining Operation Services do not and will not conflict with or result in any breach or default under any other agreement to which WestMÿn is subject; (d) WestMÿn has the required skill, experience and qualifications to perform the Mining Operation Services, WestMÿn shall perform such services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and WestMÿn shall devote sufficient resources to ensure that such services are performed in a timely and reliable manner; (e) WestMÿn shall perform the Mining Operation Services in compliance with all applicable federal, state and local laws and regulations; and (f) WestMÿn is not aware of any claims, proceedings, notices that could have an adverse impact on its business or the equipment.
 
 
4
 
 
9.
CONFIDENTIALITY
 
WestMÿn acknowledges that it will have access to information that is treated as confidential and proprietary by Agent and Customer, including, without limitation, the existence and terms of this Mining Agreement, technology, account and wallet information, investments, strategies, financial information, in each case whether spoken, written, printed, electronic or in any other form or medium (collectively, the “Confidential Information”). WestMÿn agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of Customer in each instance, and not to use any Confidential Information for any purpose except as required in the performance of its obligations under this Mining Agreement. WestMÿn shall notify Customer immediately in the event WestMÿn becomes aware of any loss or disclosure of any Confidential Information.
 
10.
AUDIT RIGHTS
 
WestMÿn shall maintain consistently applied, accurate, and complete books, records, and other documents (including computer files) to document the amount and calculations of, as applicable, hash power performance, gross Coins generated, Mining Costs and Expenses, and Payouts during the Term of this Mining Agreement. During the Term, on reasonable request and during regular business hours, Customer may at its own expense reasonably inspect, or have its representatives inspect, the Mining Equipment and audit WestMÿn’s books, records, and other documents as necessary to verify compliance with the terms and conditions of this Mining Agreement.
 
11.
GENERAL
 
(a)
This Mining Agreement is subject to statutory and common-law consumer rights and will not limit any rights Customer might have that cannot be excluded under applicable law. These terms exclude and therefore do not in any way limit WestMÿn’s liability for negligence or representations or for any statutory liability not capable of limitation.
 
 
5
 
 
(b)
Sections 8, 9, 10, 11, 13, and 15 of this Mining Agreement will survive the expiration or earlier termination of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, will survive the expiration or earlier termination of this Mining Agreement for the period specified therein, or if nothing is specified for a period of 24 months after such expiration or termination.
 
(c)
These terms constitute the entire agreement between WestMÿn and
 
Customer, to the exclusion of any other terms. Either Party’s failure to enforce any term does not constitute such Party’s waiver of that term.
 
(d)
WestMÿn represents and warrants that its activities and operations comply with the laws of Romania and Iceland and those jurisdictions where the Mining Equipment is located and where WestMÿn is operating; but WestMÿn makes no representations or warranties as to whether WestMÿn’s services comply with the laws of any jurisdiction Agnet may engage in the resale, sublease or letting of Agent/Customer Mining rights.
 
(e)
Each Party agrees to use commercially reasonable efforts to not violate (i) any applicable anti-terrorism laws or (ii) engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited money-laundering offenses or (iii) permit any of its respective affiliates to violate these laws or engage in these actions.
 
(f)
Except to the extent that, and only during that period, where WestMÿn holds the Mining Price prior to applying such funds to mining operations under this Mining Agreement (based on the number of days remaining under the Term), no fiduciary relationship is formed by or through this Agreement.
 
(g)
These terms are subject to and interpreted in accordance with the laws of Nevada. In the case of a conflict between translations of this Mining Agreement, the English version will prevail.
 
(h)
In the event of any dispute arising out of or in connection with this Mining Agreement, the president or vice president of each Party shall first attempt to resolve such matter within fifteen (15) business days following the date a written notice of the dispute is made by any Party. If the Parties are unable to resolve the dispute within the foregoing time period, the matter shall be mediated (the “Mediation”) within thirty (30) business days from the date a written request for mediation is made by any Party. The Mediation shall take place in either the State of Nevada or the location of Agent’s domicile (as designated by Agent) if brought by WestMÿn, in Nevada if brought by Agent, and shall be in English. The Mediation shall be conducted before a single mediator to be agreed upon by the Parties. If the Parties cannot agree on the mediator, each party shall select a mediator and such mediators shall together unanimously select a neutral mediator who will conduct the Mediation. Each Party shall bear the fees and expenses of its mediator and all the Parties shall equally bear the fees and expenses of the final mediator. The decision of the mediator shall be nonbinding, unless the parties mutually agree that such decision shall be final and binding. If the dispute has not been resolved through the Mediation, such matter shall be submitted to the JAMS and shall be finally settled under the Rules of Arbitration of JAMS by one or more arbitrators appointed in accordance with the said rules. The arbitration shall take place in Nevada if brought by WestMÿn and in the State of Nevada if brought by Agent.
 
 
6
 
 
(i)
All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the other Party at its address set forth above (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Mining Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
 
12.
RISK NOTICE
 
“Cryptocurrencies” refers to distributed, decentralized peer-to-peer digital currencies; and, actions with cryptocurrencies carry inherent risks.
 
Cryptocurrencies are uninsured, unregulated and decentralized, and the value of any mining agreement or any amount of any cryptocurrency is subject to change due to fluctuating market prices.
 
13.
FORCE MAJEURE
 
No Party shall be liable for any delay or failure to perform its obligations if such failure or delay is due to Force Majeure. “Force Majeure” includes delay or failure resulting from any cause reasonably beyond a Party’s control, including (i) act of God, (ii) labor stoppages or other industrial disturbances, (iii) systemic electrical, telecommunications, or other utility failures, (iv) earthquakes, flood, fire or explosion, (v) blockages, embargoes, riots or orders of government, and (vi) acts of terrorism or war. Any delay or stoppage in mining activities resulting from Force Majeure shall be treated as a Suspension Period, and the Term shall be extended accordingly.
 
14.
TERMINATION
 
If Customer materially interferes with any of WestMÿn’s operations and Customer fails to remedy such interference within thirty (30) business days after receipt of notice by WestMÿn, WestMÿn reserves the right to immediately return the prorata portion of Customer’s Mining Price, calculated by dividing the Mining Price by percentage of Agreement Term days remaining. If (i) WestMÿn breaches, or fails or refuses to perform under, this Mining Agreement, or (ii) if there is any suspension in mining operations for sixty (60) days for any reason, Customer may demand that WestMÿn immediately return to Customer its pro-rata portion of the Mining Price, calculated by dividing the Mining Price by percentage of Agreement Term days remaining.
 
 
7
 
 
Both Agent and WestMÿn shall have the right to voluntarily terminate this Agreement at any time during the term of this Agreement. The Terminating Party must provide the Non-Terminating Party with notice of intent to terminate. Notice shall be provided by the Terminating Party to the Non-Terminating Party according to Section 11(i) of this Agreement. Once proper notice has been provided, a period of One Hundred Twenty (120) calendar days (“Notice Period”) shall run before the term of the Agreement shall be cancelled (“Termination Date”).
 
Any and all existing and valid crypto contracts that originated before the Termination Date shall survive the termination of the Agreement and remain with WESTMŸN.
 
15.
AMENDMENT, ASSIGNMENT, AND FORUM SELECTION
 
(a) The Parties may not assign any rights or obligations under this Mining Agreement; except, however, Agent has the right to sell the Mining Equipment and services to their Customer.
 
(b) Each party agrees that the dispute resolution provisions contained in Section 11 are valid and binding and provide the exclusive dispute resolution mechanism between the Parties. Notwithstanding the foregoing, to the extent consistent with Section 11, if it is necessary that any matter become the subject of court proceedings, each Party agrees to submit to reciprocal jurisdictions as follows: in the event of a dispute under this Mining Agreement (a) if Agent asserts a claim against WestMÿn then the Parties stipulate and waive any objection to proceeding in Nevada as their exclusive forum; however, (b) if WestMÿn asserts a claim against Agent, then the Parties stipulate and waive any objection to proceeding in either the State of Nevada or the location of Agent’s domicile (as designated by Agent) as the exclusive forum.
 
(c) This Mining Agreement is to be interpreted so that it complies with all applicable laws and if any provision does not comply then it must be read down so as to give it as much effect as possible however, if it is not possible to give that provision any effect at all then it is to be severed from this Mining Agreement in which case the remainder of this Mining Agreement will continue to have full force and effect.
 
(d) This is the entire agreement between the parties as to their subject matter and supersedes all prior or inconsistent statements or representations as to that subject matter and may only be modified or amended in writing signed by all Parties.
 
 
*** signature page follows ***
 
8
 
 
IN WITNESS hereof, the Parties to this Mining Agreement have caused this Mining Agreement to be executed as of the date first written above by their duly authorized respective representatives
 
 
Lessor:
WESTMŸN TECHNOLOGY SERVICES, INC.
 
Agent:
INVESTVIEW, INC. and
Kuvera LLC (subsidiary)
 
 
By: /s/ TRAVIS BOTT
 Travis E. Bott, Director
 
 
By: /S/ RYAN SMITH
      Ryan Smith, CEO
 
 
 
 
 
9
 
 
Schedule A
Description of Mining Equipment
 
AMD RX GPUs 1000 to 1250 W
 
1 Mining Rig consists of the following components:
 
6x GPU Cards
1x Motherboard
1x CPU
1x RAM
1x SSD
1x Power Supply Unit
1x GPU Frame and Risers
 
 
 
10
EX-31.1 4 invu_ex311.htm CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 Blueprint
 
Exhibit 31.01
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
 
I, Ryan Smith, certify that:
 
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, of Investview, Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. [omitted]
 
4. [omitted]
 
5. [omitted]
 
Dated: September 5, 2018
 
 
 
/s/ Ryan Smith
 
Ryan Smith
 
Chief Executive Officer (Principal Executive Officer)
 

 
EX-31.2 5 invu_ex312.htm CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF THE SARBANES-OXLY ACT OF 2002 Blueprint
 
Exhibit 31.02
 
CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
 
I, William Kosoff, certify that:
 
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 of Investview, Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. [omitted]
 
4. [omitted]
 
5. [omitted]
 
Dated: September 5, 2018
 
 
 
/s/ William Kosoff
 
William Kosoff
 
Acting Chief Financial Officer (Principal Financial and Accounting Officer)