INVESTVIEW INC. (OTCMKTS:INVU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry Into A Material Definitive Agreement |
| Item 2.01 |
Completion of Acquisition or Disposition of Assets |
| Item 3.02 | Unregistered Sales of Equity Securities |
| Item 5.01 | Change in Control of Registrant |
| Item 5.02 |
Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory of Certain Officers. |
Explanatory Note: As previously reported under Item
1.01, Item 2.01, Item 3.02, Item 5.01 and Item 5.02, Investview,
Inc. (the Company) entered into a Contribution Agreementwith the
members of Wealth Generators, LLC, a limited liability company
(Wealth Generators), each of which are accredited investors
(Wealth Generators Members) 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 common stock of the Company (the Wealth
Generators Contribution). This Current Report on Form 8-K/A
amends the original filing to include the required financial
statements.
On March 31, 2017, the Company entered into a Contribution
Agreementwith the members of Wealth Generators, LLC, a limited
liability company (Wealth Generators), each of which are
accredited investors (Wealth Generators Members) 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 common stock of the Company
(the Wealth Generators Contribution). The closing of the Wealth
Generators Contribution occurred on March 31, 2017. Considering
that, following the contribution, the Wealth Generators Members
control the majority of the Companys outstanding common stock and
the Company effectively succeeded its operations to Wealth
Generators, it is considered the accounting acquirer in this
reverse-merger transaction. A reverse-merger transaction is
considered, and accounted for as, a capital transaction in
substance; it is equivalent to the issuance of Wealth Generators
securities for the Companys net monetary assets accompanied by a
recapitalization. Wealth Generators is the surviving and
continuing entity and the historical financials following the
reverse merger transaction will be those of Wealth Generators. As
a result of the Wealth Generators Contribution, the following
Wealth Generators Members received shares of common stock of the
Company as follows:
| Wealth Engineering LLC | 408,144,751 |
| CR Capital Holdings LLC | 649,444,710 |
| Herkimer Stone LLC | 67,933,547 |
| Maverick Holdings I, LLC | 27,173,418 |
| Adaugeo LLC | 20,380,064 |
| LP Ventures LLC | 67,933,547 |
| WealthColony LLC | 101,900,321 |
| Stephen Poulter | 15,760,582 |
The Company is unaware of any arrangements, including any pledge,
the operation of which may at a subsequent date result in a
change in control of the Company.
On March 30, 2017, Nicholas Maturo and Louis Sagar resigned as
directors of the Company. Dr. Louro resigned as an executive
officer and director on April 6, 2017. On March 31, 2017, the
board appointed Ryan Smith as a director of the Company. In
addition, Ryan Smith and Annette Raynor were appointed as Chief
Executive Officer and Chief Operating Officer, respectively.
Except as set forth above, Mr. Smith has not had direct or
indirect material interest in any transaction or proposed
transaction, in which the Company was or is a proposed
participant, exceeding $120,000.
Since 2013, Ryan Smith has served as the Chief Executive Officer
of Wealth Generators, LLC. Mr. Smith received his BS from Brigham
Young University.
Since 2013, Annette Raynor has served as the Chief Operating
Officer of Wealth Generators, LLC. Ms. Raynor holds her Series 65
Registered Investment Advisor license and is a licensed realtor
in the State of New Jersey.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS FOR WEALTH GENERATORS,
LLC
Forward-Looking Statements
CERTAIN STATEMENTS IN THIS REPORT MAY CONSTITUTE
FORWARDLOOKING STATEMENTS. WHEN THE WORDS BELIEVES, EXPECTS,
PLANS, PROJECTS, ESTIMATES AND SIMILAR EXPRESSIONS ARE USED, THEY
IDENTIFY FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKINGSTATEMENTS ARE BASED ON MANAGEMENTS CURRENT
BELIEFS AND ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO
MANAGEMENT AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS OF THE COMPANY 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. WE UNDERTAKE NO OBLIGATION TO PUBLICLY RELEASE
REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE
EVENTS OR CIRCUMSTANCES OR REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS.
Background
Wealth Generators is a limited liability company formed under the
laws of the State of Utah on February 26, 2013. Wealth Generators
was organized to provide education to customers worldwide that
pertains to the financial markets. Wealth Generators provides
research, education, and investment tools designed to assist the
self-directed investor in successfully navigating the financial
markets. The services include research, trade alerts, and live
trading rooms that include instruction in equities, options,
FOREX, ETFs and binary options. In addition, to trading tools and
research, Wealth Generators also includes full education and
software applications to assist the individual in debt reduction,
increased savings, budgeting and proper tax management. Each
product subscription includes a core set of trading
tools/research along with the personal finance management suite
enabling an individual complete access to the information
necessary to cultivate and manage their financial situation.
Wealth Generators offers four 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 by participating in
the bonus plan. 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.
Results of Operations for the year ended March 31, 2017
Compared to March 31, 2016
Revenues
Wealth Generators recorded revenue for the year ended March 31,
2017 of $12,872,947, which was an increase of $7,315,486, or
132%, from the prior year revenue of $5,557,461. This increase
was due to increased interest in our new products including
FOREX, an increase in international interest, and a maturing
distributor base capable of creating retention and additional new
members.
Operating costs and expenses
Wealth Generators recorded operating costs and (expenses) for the
year ended March 31, 2017 of $14,810,607, which was an increase
of $8,521,091, or 135%, from the prior year operating costs and
(expenses) of $6,289,516. With the significant increase in demand
and interest in our products we needed to recruit additional
management talent with experience in the sector, bonus payouts
increased commensurate with the rise in revenues, increased
network security and platform product delivery to handle
increased sales, and expanded employee staff in customer support
and trade product services.
Other income and expenses
Wealth Generators recorded other income and expenses for the year
ended March 31, 2017 of $(385,504), which was a decrease of
$204,443, or 35%, from the prior year other income and expenses
of $(589,947). The decrease can fully be explained by the
decrease in related party interest. Wealth Generators will enter
into related party lending arrangements where payback amounts are
fixed at inception, thus interest is recognized at 100% at the
beginning of the loan term. This decrease from the prior year was
due to Wealth Generators entering into more lending arrangements
in the prior year than in the current year that had larger
up-front fixed fees. Over time, as Wealth Generators has grown
their business they have been able to obtain funding with more
favorable terms and decrease the amount of interest expense that
had to be recognized at inception.
Liquidity and Capital Resources
During the year ended March 31, 2017 and 2016 our primary sources
of cash were financing activities. During 2017 Wealth Generators
received proceeds from new lending of $1,824,965, proceeds from
related parties of $1,370,788, and sold membership interest for
proceeds of $25,000. In 2016, Wealth Generators received proceeds
from new lending of $177,500, proceeds from related parties of
$725,485, and sold membership interest for proceeds of $750,000.
During both years these funds were primarily used to fund
operations as well as used to grow the business. Wealth
Generators paid back $267,577 and $96,470 to lenders in 2017 and
2016, respectively, as well as paid back related parties
$1,360,044 and $1,095,678 in 2017 and 2016, respectively.
Cash used in operations during fiscal year 2017 and 2016 were
$1,642,277 and $258,866, respectively. The increase from 2017 to
2016 was due mostly to the loss from operations of $2,427,203 in
2017 versus the loss from operations of $1,327,892 in 2016. As of
March 31, 2017, and 2016, Wealth Generators current liabilities
exceeded its current assets equal to a working capital deficit of
$4,147,684 and $1,641,737, respectively. As of March 31, 2017,
Wealth Generators had $1,616 in cash and cash equivalents, as
compared to $70,298 as of March 31, 2016, a decrease of $68,683.
The decrease was attributable to the increase in cash used in
operations offset by the increase in cash provided by financing
activities.
Over the past few years, Wealth Generators has intentionally
increased expenses to prepare the Companys platform to handle the
steadily increasing subscription membership. Going forward,
management believes the current state will support this growth
without a significant increase in expenses other than customer
support and the bonus plan which rises commensurate with
revenues. Our investments in the our platform, personnel, and
executive management provides us the ability to handle over four
times our current volume.
Wealth Generators will still need to address the larger
undertaking of language translation and continued international
expansion which will require additional funding. Wealth
Generators currently has multiple lead sources that are
finalizing their due diligence process and anticipates closing on
this funding in the very near future.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statement of Business Acquired
See exhibit index.
(b) Pro Forma Financial Information
See exhibit index.
(c) Exhibits
| Exhibit No. | Description of Exhibit |
| 10.1 |
Contribution Agreement between Investview, Inc., Wealth Generators, LLC and the members of Wealth Generators, LLC dated March 31, 2017 (1) |
| 99.1 |
Audited Financial Statements of Wealth Generators, LLC for the years ended March 31, 2017 and 2016 |
| 99.2 | Pro-Forma Financial Information |
| (1) |
Incorporated by reference to the Form 8-K Current Report filed with the Securities Excahgen Commission on April 6, 2017. |
Investview, Inc. ExhibitEX-99.1 2 v470118_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 WEALTH GENERATORS,…To view the full exhibit click here About INVESTVIEW INC. (OTCMKTS:INVU)
Investview, Inc. is a financial services company. The Company operates primarily through its subsidiaries, to provide financial products and services to accredited investors, self-directed investors and select financial institutions. It also provides investor education products and newsletters that provide trading ideas. In addition, it offers Foreign Exchange Currency trading newsletters. Its products include Live workshops and workshop certificates; online training and courses; coaching/counseling services; Website/data fees (monthly), and Website/data fees (pre-paid subscriptions). It provides a range of products that allow the self-directed individual investor to find, analyze, track and manage his or her portfolio. Its primary legacy product is an all-inclusive online education, analysis and application platform. The Company provides solution to its clients in the financial community by providing an array of information services that include stock market information and tools.