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 U.S.
SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON,
DC 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

 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

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.)

West Lancaster Avenue

 Second
Floor

 Haverford,
 Pennsylvania 19041

 (Address
of principal executive offices)

 Issuer's
telephone number: 732 - 889-4300

 Securities
registered pursuant to Section 12(b) of the Act: None

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Securities
registered pursuant to Section 12(g) of the Act:

 Common
 Stock, $0.001 Par Value Per Share

 (Title
 of Class)

by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 229.405 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

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. (Check one):

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter. As of June 30, 2023, the aggregate market value of the issued and outstanding common stock
held by non-affiliates of the registrant, based upon the closing price per share of $0.0285 of the common stock as traded on the OTCQB
was approximately $ 75,133,858.

the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. As of
March 29, 2024, there were 1,860,981,786 shares of common stock par value $0.001 per share, outstanding.

 Documents
incorporated by reference: NONE

INC.

 2023
FORM 10-K ANNUAL REPORT

 Table
of Contents

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosure

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 Item 8. Financial Statements and Supplementary Data

 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accountant Fees and Services

 Item 15. Exhibits and Financial Statement Schedules

 Item 16. Form 10-K Summary

 SIGNATURES

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 We
and our representatives may from time to time make written or oral statements that are "forward-looking", including statements contained
in Item 1. "Business" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of
Operations" within this Form 10-K, in our other filings with the SEC, or in reports to our stockholders. In some cases, we have
identified forward-looking statements by such words or phrases as "will likely result," "is confident that,"
"expect," "expects," "should," "could," "may," "will continue to,"
"believe," "believes," "anticipates," "predicts," "forecasts," "estimates,"
"projects," "potential," "intends" or similar expressions identifying "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words and phrases. Such forward-looking
statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for the
company based on currently available information. These forward-looking statements may include projections of our future financial performance,
our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current
expectations and projections about future events. These statements involve known and unknown risks, uncertainties and other factors that
may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied
by any forward-looking statement. These factors include, among other things, the risk factors listed in Item 1A "Risk Factors"
of this Form 10-K. You should specifically consider the numerous risks outlined under "Risk Factors." We wish to caution
readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Although we believe
the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance
or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking
statements. We are under no duty to update any of these forward-looking statements after the date of this Form 10-K to conform our prior
statements to actual results or revised expectations.

 PART
I

 Item
1. Business

 General

 Investview,
Inc., a Nevada corporation (which we refer to as "we," "us," "our," "Investview," or
the "Company"), operates a diversified financial technology company that through its subsidiaries and global distribution
network provides financial technology, education tools, content, research, and a digital asset technology company, which develops, operates,
and supports blockchain technologies, with a focus on the Bitcoin blockchain ecosystem and the generation of digital assets. In addition,
we are planning to expand our business into the retail brokerage and financial markets industry by integrating the online brokerage trading
platform we acquired in connection with our recent acquisition of Opencash Securities, LLC ("Opencash"), with the proprietary
algorithmic trading platform we acquired in September 2021. Opencash is an early-stage registered broker-dealer that plans to offer investors
an online trading platform to enable self-directed retail brokerage services and develop synergies with the educational content and products
offered by other of our business units.

 Business

 Financial
Education and Technology

our wholly-owned subsidiary, iGenius, LLC ("iGenius"), we deliver multiple services and products, both domestically and internationally,
through a direct selling network of independent distributors. Our products and services are offered through a subscription-based revenue
model to a large base of customers that we refer to as "members". These services and products consist of market research,
analysis, education, and tools designed to assist the self-directed investor in successfully navigating the financial markets. These
services include research, analysis, and education regarding equities, options, FOREX, ETFs, binary options, and cryptocurrency. We have
multiple tiers of membership at varying upfront and monthly subscription costs, which provide members with the ability to meet their
product and service needs and price point. We offer first time members a guarantee of satisfaction, whereby, during the designated trial
period (10 days from initial purchase for domestic customers and 14 days from initial purchase for international customers) if the member
for any reason is not satisfied with our products or services, the member may request a full refund.

 Our
services include access to our library of financial education content, as well as access to live and recorded education sessions,
and trade alerts provided by independent market educators who are experienced professionals. We also offer access to education and
software applications that are designed to assist our members in debt reduction, increased savings, budgeting, and proper tax
management. In addition to the financial education technology and tools, iGenius members also gain access to a variety of benefits
provided through third party partnerships and affinity arrangements, including access to a crypto trading software and a digital
wallet platform. Further, through a distribution arrangement we had with Oneiro NA, Inc., we provided our members with an
opportunity to purchase a specialty form of adaptive digital currency called "ndau". These distribution arrangements
ended after August 2023.

 We
believe that the use of a direct selling distribution network is an effective way to market our products and services for purchase because
demand for financial education and other services is strengthened by the ongoing personal contact between members and distributors. In
addition, most of our distributors are members and use our products and services themselves, and therefore can provide first-hand testimonials
about our products and services, which can serve as a powerful sales tool.

 Blockchain
Technology and Crypto Mining Products and Services

our wholly-owned subsidiary, SAFETek, LLC ("SAFETek"), we operate a Blockchain technology company that provides leading-edge
research, development, and FinTech services involving the management of digital asset technologies with a focus on Bitcoin mining and
the new generation of digital assets. At our North American and other international locations, SAFETek owns and manages over 5,000 next-generation
Bitcoin application-specific integrated circuit ("ASIC") miner machines, with 100% of such machines being powered by renewable
energy sources, mainly hydropower plants and geothermal. Bitcoin mined at our locations is used to pay certain of our expenses, including
bonus and commission payments to our U.S. and foreign independent distributors for our iGenius business, or otherwise held for investment
purposes. We are also developing new and more efficient ways to mine cryptocurrencies through innovations in hardware, firmware, and
additional ways to develop and utilize renewable energy sources. SAFETek operates a round-the-clock Network Operation Center (NOC) to
achieve higher efficiency, productivity, and availability of Bitcoin Mining Servers. Through these activities, we aim to increase the
hash rate, uptime, profitability, and overall ROI of our crypto currency mining operations.

 Brokerage
and Financial Technologies Services

 Since
2021, we have pursued the development of a brokerage and financial markets business. This was originally designed to, among other things, commercialize
on the proprietary trading platform we acquired in September 2021 from MPower Trading Systems, LLC ("MPower"), and take advantage of the growing on-line retail brokerage market. Our growth
plan contemplated the organic start-up or acquisition of a registered broker-dealer through which we planned to offer a suite of financial
services that would include self-directed retail brokerage services and access to our algorithmic trading platform. Following our recent
acquisition of Opencash, we now plan to expand into the retail brokerage and financial markets industry by, among other things, integrating
the online brokerage trading platform we acquired in connection with the Opencash acquisition, with the proprietary algorithmic trading
platform we acquired in September 2021.

 Apex
Tek, LLC

 Historically,
through our wholly-owned subsidiaries Apex Tek, LLC and SAFETek, LLC, we sold high powered data processing equipment, known as the Apex
package, to our customers which was then leased back to us for use in our crypto mining operations. We discontinued sales of the Apex
package in June 2020, principally when COVID-19 created certain supply chain-related limitations on that business. Confronted with these
limitations in the business, we offered the holders of our Apex leases the opportunity to cancel their leases, in exchange for which,
we repurchased substantially all of the data processing equipment (subject to these leases) for approximately $19 million of promissory
notes due on or about December 31, 2024 (which amount reflects the principal amount invested by all of such lease holders, plus a 25%
premium). During the fourth quarter ended December 31, 2023, we further offered all note holders an early payoff option. By December
31, 2023, we had repaid or settled approximately $18.4 million of the outstanding principal amount owed on the promissory notes, and
for promissory notes not repaid or settled, we will continue to pay monthly installments under the promissory notes as they become due.
See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations".

 Sales
and Marketing

 We
market our financial education and technology services and products through a network of independent "distributors"
located both within the United States and internationally who market our products and services to customers through a direct sales
model. Approximately 90% of our independent distributors are members who elect to participate in our distribution program.
Approximately 9% of our members are currently also distributors. We have adopted various policies and procedures to which our
members and independent distributors are expected to adhere, and for which we provide regular compliance training programs and conduct active compliance monitoring. We seek
to motivate our independent distributors by offering high quality products and services and providing product support and financial
incentives. iGenius members are eligible to receive bonuses on sales of new memberships and on upgrades in membership sold to their
personally enrolled members. Bonuses for enrollments and upgraded enrollments vary depending on the level of membership that a
member is enrolled in. In addition, our distributors are eligible for additional bonuses each time their personally enrolled members
renew their subscriptions. We believe that the opportunity for our independent distributors to earn bonuses and commissions
contributes significantly to our ability to retain our most active and productive distributors.

 We
principally market our Blockchain technology and crypto mining products and services through
trade shows, business to business marketing and Blockchain supporting relationships.

 In
the United States, we generally sell our products and services on a cash or credit card basis. We also periodically accept Bitcoin as
a form of payment and use it to satisfy liabilities and certain operating expenses.

 Materials
and Suppliers

 Digital
asset mining is dependent on specialized digital asset mining hardware utilizing ASIC chips to discover blocks on blockchains using the
256-bit secure hashing algorithm. Almost all of these miners are produced outside of the United States, mostly in China and Southeast
Asia, by a few manufacturers. As the market value of digital assets has increased, the demand for the newest, most efficient miners has
also increased, thereby resulting in an increase in the price of miners. Our mining business is highly dependent upon digital asset mining
equipment suppliers providing an adequate supply of new generation digital asset mining machines at economical prices to enable profitable
mining by us. We are also dependent on the host of our power supply in Northern Europe who provides our power generation through hydroelectric
sources. We believe that our relationship with our power supplier is good and that we generally have sufficient supply to conduct our
business operations as presently contemplated. However, since the beginning of 2024, our power supply has been temporarily curtailed
by approximately 38% as a direct result of low water levels that have cutback local hydroelectric power capacity. While we are hopeful
that the water shortage responsible for this curtailment is temporary, we are unable to predict when our mining levels will return to
pre-2024 levels.

 Competition

 Our
financial education and technology services are sold in competition with other companies. We rely on our independent distributors to
compete effectively in the direct selling markets, and our ability to attract and retain new members depends on various factors, including
the training, support, product offerings, and financial incentives for the independent distributors.

 With
respect to our crypto mining business, we operate in a highly competitive environment. The primary drivers of competition include the
demand for Bitcoin, the Bitcoin Network Difficulty level, sufficient capital resources to acquire large quantities of high-quality miners,
the ability to secure these miners from a limited number of suppliers on rapid delivery schedules, and the ability to generate the highest
productivity. Recently, there has been a significant increase in the number of Bitcoin miners attempting to expand their mining operations
at scale. As more Bitcoin miners enter the space, we expect additional pressure on the industry, with greater competition for access
to miners and mining infrastructure, which is in limited supply. Data center hosting is also highly competitive in the Bitcoin mining
space. Our Bitcoin ASIC miner machines are nearly all powered by renewable energy, which supports our commitment to the highest level
of ESG related standards and regulations.

 Government
Regulation

 General

 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 and taxes adopted at the local, state, national and international
levels. 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 existing and 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.

 Distribution
Network Model

 Our
direct selling activities are regulated by the Federal Trade Commission ("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, which compensate participants primarily for recruiting additional participants without sufficient emphasis on providing
tangible products and/or services. 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 sales compensation plan.

 Cryptocurrency

 Cryptocurrency
mining is largely an unregulated activity at both the state and federal level, but government regulation is being actively considered
by the United States federal government via a number of agencies and regulatory bodies. Regulations may substantially change in the future,
and it is presently not possible to know how regulations will apply to or impact our businesses, or when they will be effective. United
States and foreign country regulation of cryptocurrency mining is also important and determinative with respect to where we conduct our
mining operations.

 As
the regulatory and legal environment evolves, we may become subject to new laws, such as further regulation by the SEC and other agencies,
which may affect our mining and other activities. For additional discussion regarding our belief about the potential risks existing and
future regulation pose to our business, see Part I, Item 1A. "Risk Factors" beginning on page 9 of this Annual Report.

 Human
Capital Resources

 As
of March 29, 2024, we had 26 employees, of which 24 were full-time and 2 are part-time. None of
these employees are covered by a collective bargaining agreement. We have experienced no work stoppages and consider our relations with
our employees to be good. We contract with a professional employer organization, or PEO, that administers our human resources,
payroll and employee benefits functions for our employees in the United States. Although we recruit and select our workers, each of these
workers is also an employee of record of the PEO. As a result, these workers are compensated through the PEO, are governed by the work
policies created jointly by us and the PEO and receive their annual wage statements and other payroll or labor related reports from the
PEO.

 In
addition to our employees, our human capital resources also include our independent distributors for our iGenius products and services,
who are located worldwide. For information about our independent distributors, see Item 1. Business "Sales and Marketing."

 Intellectual
Property

 We
rely on a combination of trade-secret protection and confidentiality and/or license agreements with our employees, customers, partners,
and others to protect our proprietary rights. Relative to our distributors, we rely on a more customary form of confidentiality protection.
It is our general practice to enter into confidentiality and invention assignment agreements with all of our employees and independent
contractors. Such agreements include a confidentiality undertaking by the employee or independent contractor; ensure that all new intellectual
property developed in the course of our relationship with employees or independent contractors is assigned to us; and require the employee
or independent contractor to cooperate with us to protect our intellectual property during and after their relationship with us. With
respect to our financial education and technology business, the intellectual property that makes our business competitive consists of,
among others, the valuable trade secrets, know-how, concepts, methods, techniques and materials used in our business, consisting principally
of educational materials, domain names, relationships with strategic vendors and customer lists.

 With
respect to our cryptocurrency mining business, w e actively use specific hardware and software.
In certain cases, source code and other software assets may be subject to an open-source license, as much technology development underway
in this sector is open source. For these works, we adhere to the terms of any license agreements that may be in place. We do not currently
own, and do not have any current plans to seek, any patents in connection with our existing and planned blockchain and cryptocurrency
related operations.

 With
respect to our planned Brokerage and Financial Markets business, in September 2021 we acquired the
source code and object code of the proprietary algorithmic trading platform of MPower. This also included all know-how and other intellectual
property necessary, useful and/or used in the software. We also acquired a proprietary trading platform in connection with our acquisition
of Opencash. The proprietary elements of each of our trading platforms are protected as trade secrets.

 Corporate
History

 Investview
was formed in the State of Utah on January 30, 1946, under its prior name Uintah Mountain Copper Mining Company. After the commencement
and abandonment of several business plans, and after several name changes and change of domicile to Nevada, on March 27, 2012, we adopted
our new business model and changed our name to Investview, Inc.

 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, iGenius LLC, may be found at www.igeniusglobal.com.Information regarding SAFETek LLC is available at www.safeteksolutions.com.
Website links provided 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.

 Item
1A. Risk Factors

 Our
business, financial condition, and results of operations, may be adversely affected by a number of factors, including the risk, factors,
and uncertainties described under this Item 1A, and elsewhere in this Form 10-K. This is not an exhaustive list, and there are other
factors that may be applicable to our business that are not currently known to us or that we currently do not believe are material. Any
of these risks could have an adverse effect on our business, financial condition, operating results, or prospects, which could cause
the trading price of our common stock to decline, and you could lose part or all of your investment. You should carefully consider the
risks, factors, and uncertainties described below, together with the other information contained in this Form 10-K, as well as the risk,
factors, uncertainties, and other information we disclose in other filings we make with the SEC before making an investment decision
regarding our securities.

 Risks
Related to our Business Generally

 Even
though we were profitable for the year ended December 31, 2023, we have a history of losses from operations.

during our most recent year ended December 31, 2023, we recorded net income of $2,831,920, in prior years the Company has
experienced losses. During the year ended December 31, 2022, we recorded a net loss of $12,944,944 which was due to our non-cash
impairment expense of $14.6 million that had no impact on our cash flow, liquidity, or capital resources, and after excluding the
impairment expense, we were able to show net income from operations of $1.7 million and $9.4 million of cash provided by our
operating activities. During the nine-month period ended December 31, 2021, we recorded a net loss of $28,375,235 which was due to a
one-time non-recurring charge of $51.6 million that had no impact on our cash flow, liquidity, or capital resources, and after
excluding the one-time non-recurring charge, we were able to show net income from operations of $23.2 million and $27.7 million of
cash provided by our operating activities. Although the losses during the year ended December 31, 2022, and during the nine
months ended December 31, 2021, were due to non-cash impairment and a one-time non-recurring charge, respectively, losses of
that magnitude could have an adverse reputational and commercial effect on us, including on our credit rating, banking matters,
relationships with vendors, insurers, and credit processors, and other commercial relationships.

 Climate
change, and the regulatory and legislative developments related to climate change, may materially adversely affect our business and financial
condition: Recent curtailment of power supply.

 The
impacts of climate change may materially and adversely impact the cost, production and financial performance of our operations. Further,
any impacts to our business and financial condition as a result of climate change are likely to occur over a sustained period of time
and are therefore difficult to quantify with any degree of specificity. For example, extreme weather events may result in adverse physical
effects on portions of our infrastructure, which could disrupt our supply chain and ultimately our business operations. In addition,
disruption of transportation and distribution systems could result in reduced operational efficiency and customer service interruption.
Climate related events have the potential to disrupt our business, including the business of our customers, and may cause us to experience
higher attrition, losses and additional costs to resume operations. Since the beginning of 2024, our power supply has been temporarily
curtailed by approximately 38% as a direct result of low water levels that have cutback local hydroelectric power capacity. While we
are hopeful that the water shortage responsible for this curtailment is temporary, we are unable to predict when our mining levels will
return to pre-2024 levels. A prolonged disruption in our power supply levels could have a material adverse effect on our bitcoin mining
operations, and possibly our overall results of operations.

 In
addition, a number of governments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response
to various climate change interest groups and the potential impact of climate change. Given the significant amount of electrical power
required to operate cryptocurrency miners, as well the environmental impact of mining for metals used in the production of mining servers,
the cryptocurrency mining industry may become a target for future environmental and energy regulation. Legislation and increased regulation
regarding climate change could impose significant costs on us and our suppliers, including costs related to increased energy requirements,
capital equipment, environmental monitoring and reporting, and other costs to comply with such regulations. Any future climate change
regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given
the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how
legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without
such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by
us or other companies in our industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our
business and financial condition.

 Our
growth plan contemplates our ability to create a Brokerage and Financial Markets business; however, this has been delayed for several
years, and may be difficult to achieve as our platform for expansion is a start-up business in the early stages of its development.

 Since
2021, we pursued the development of a brokerage and financial markets business. Our growth plan, however, contemplated the acquisition
of a registered broker-dealer, which was originally to have been acquired from an affiliate of Joseph Cammarata, a former executive officer
who was terminated in late 2021. However, due to delays and complications in that process, relating primarily to Mr. Cammarata's
then ongoing legal proceedings, even though unrelated to the business of the Company, we were caused in 2022 to abandon those efforts
and continue our search for alternative acquisitions within the brokerage industry. With our recent acquisition of Opencash, a broker-dealer
in the pre-revenue and early stages of its operations, we believe we will now be able to launch our expansion into the retail brokerage
and financial markets industry. However, to do so, we will need to, among others, develop the infrastructure necessary to achieve retail
operations, on-board customer support personnel and software developers, develop and implement a marketing strategy, secure the necessary
securities clearing arrangements, continue the development of the online Opencash trading platform and complete our integration with
the proprietary algorithmic trading platform we acquired in September 2021. Despite our best efforts, there can be no assurance that
we will be able to achieve these objectives on a timely basis, if at all, as the development of an early-stage securities brokerage business
involves inherent regulatory and operational risks and uncertainties.

 Our
business remains heavily impacted by interested party transactions with certain of our officers and directors.

 Prior
to 2022, the Company had engaged in a series of interested party transactions with its former directors and officers, Mario Romano
and Annette Raynor. Those transactions were terminated in conjunction with a January 6, 2022, Separation and Release Agreement by
which Mr. Romano and Ms. Raynor resigned their positions as officers and directors of the Company and surrendered 150,000,000 shares
of our common stock, Subsequently, on September 9, 2023, we closed on the purchase in a private transaction of an aggregate of
302,919,223 shares of the Company's common stock from sellers consisting of Mario Romano, Annette Raynor, and a series of
their family members and related entities. These shares were purchased for aggregate consideration of $2,922,380, representing a
price of $0.00964739 per share, with one-eighth of the purchase price paid on or about the closing, with the balance payable in a
series of equal quarterly payments over seven (7) consecutive quarters thereafter.

September 2021, we acquired, among other assets, a proprietary algorithmic trading platform from MPower, a business controlled by two
members of our Board of Directors. The assets of MPower were acquired in consideration of the issuance of Class B Redeemable Units consisting
of non-voting membership interests in our wholly owned subsidiary IFGH that are in the future redeemable for 565,000,000 Company common
shares, presently representing over 20% of the Company's current fully-diluted shares.

 Further,
by virtue of an April 27, 2020, convertible note financing arrangement we have with DBR Capital, LLC ("DBR Capital")
(see "ITEM 13. Certain Relationships and Related Transactions, and Director Independence"), an affiliate of our
Chairman, David B. Rothrock, we borrowed the principal amount of $3,300,000 under convertible promissory notes that bear rates of
interest between 20% and 38.5% per annum and are subject to conversion by DBR at a price of $.007 per share. Under this 2020
arrangement, DBR Capital has the right to compel the Company on or before December 31, 2024, to borrow up to an additional principal
amount of $7,700,000. The presence of these arrangements, although negotiated by DBR Capital on an arms-length basis and in April
2020, at the time when the Company's solvency was at imminent risk, could make it difficult for the Company to attract
third-party capital in the future.

 We
might fail to realize the expected benefits and strategic objectives of our 2021 acquisition of a p roprietary
trading platform from a business affiliated with two members of the Company's Board of Directors.

September 2021, we acquired, among other assets, a proprietary algorithmic trading platform
from MPower, a business controlled by two members of our Board of Directors. The assets of MPower were acquired in consideration of
the issuance of Class B Redeemable Units consisting of non-voting membership interests in our wholly owned subsidiary IFGH that are in
the future redeemable for 565,000,000 Company common shares on a one-for-one basis. While we believe such acquisition is expected
to become a fundamental part of an overall strategy to create a Brokerage and Financial Markets business, we might not achieve our expected, or any, return on this investment. If we are unsuccessful at creating or
growing this line of business, we may not be able to achieve our planned rates of growth or improve our market share, profitability or
competitive position.

 Substantially
all of our employees are employed by professional employer organizations.

 We
contract with a professional employer organization, or PEO, that administers our human resources, payroll and employee benefits functions
for our employees in the United States. Although we recruit and select our workers, each of these workers is also an employee of record
of the PEO. As a result, these workers are compensated through the PEO, are governed by the work policies created jointly by us and the
PEO and receive their annual wage statements and other payroll or labor related reports from the PEO. This relationship permits management
to focus on operations and profitability rather than payroll administration, but this relationship also exposes us to some risks. Among
other risks, if the PEO fails to adequately withhold or pay employer taxes or to comply with other laws, such as the Fair Labor Standards
Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act or state and federal anti-discrimination laws, each
of which is outside of our control, we would be liable for such violations, and indemnification provisions with the PEO, if applicable,
and Company insurance may not be sufficient to insulate us from those liabilities.

 Court
and administrative proceedings related to matters of employment tax, labor law and other laws applicable to PEO arrangements could distract
management from our business and cause us to incur significant expense. If we were held liable for violations by the PEO, such amounts
may adversely affect our profitability and could negatively affect our business and results of operations.

 Our
business could be negatively affected i f
the SEC determines that we violated federal securities laws.

November 2021, we received a subpoena from the United States Securities and Exchange Commission ("SEC") for the production
of documents. In the subpoena, the SEC advised that the investigation does not mean that the SEC has concluded that we or anyone else
has violated federal securities laws and or any other law. Following our own internal review, we believe that we have complied at all
times with the federal securities laws, and we have received no follow-up communications from the SEC following our production of documents
in 2022. We have cooperated fully with the SEC's investigation and will continue to work with outside counsel to respond to any
further inquiries of the SEC, if, and to the extent they arise.

 Unfavorable
publicity associated with our ongoing regulatory matters.

 Regardless
of the ultimate outcome, we have experienced unfavorable publicity as a result of the SEC inquiry, even though we have fully cooperated
with their inquiry and have received no follow-up from the SEC following our production of documents in 2022. Unfavorable publicity,
whether justified or not, continues to have a negative impact on our commercial banking and credit card processing relationships, employees,
business, products, and reputation, and could negatively impact our ability to attract, motivate, and retain banking relationships, members
and distributors, and our ability to generate revenue.

 We
may be impacted by macroeconomic conditions due to global pandemics, epidemics or outbreaks of disease and the resulting global supply
chain crisis.

 Global
trade conditions and consumer trends that originated during the COVID-19 pandemic may continue to persist and may also have long-lasting
adverse impact on us and our industry. There are continued risks arising from new pandemics, epidemics or outbreaks of disease, and ongoing
COVID-19 related issues which have had and could further have an adverse effect on suppliers and customers and create significant volatility
and uncertainty and economic disruption. We believe the extent to which global pandemics, including new surges of COVID-19 variants,
or any other pandemics, ultimately impact our business, financial condition, results of operations or cash flows will depend on numerous
evolving factors that we may not be able to accurately predict, including, without limitation: the duration and scope of the pandemic;
the success in delivering and efficacy of vaccines; governmental, business and individuals' actions that have been and will be
taken in response to the pandemic (including restrictions on travel and transport and workforce pressures); the effect on our suppliers
and customers and customer demand for our core products and services; the effect on our sources of supply; the impact of the pandemic
on economic activity and actions taken in response; closures of our and our suppliers' and customers' offices and facilities;
the ability of our customers to pay for our products and services; financial market volatility; commodity prices; and the pace of recovery
when the COVID-19 or other pandemic subsides. We cannot predict the duration or direction of current or new global trends or their sustained
impact. Ultimately, we continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate,
and we will have to accurately project demand and infrastructure requirements globally and deploy our workforce and capital resources
accordingly. If we experience unfavorable global market conditions, or if we cannot or do not maintain operations at a scope that is
commensurate with such conditions or are later required to or choose to suspend such operations again, our business, prospects, financial
condition, and operating results may be harmed.

 Cyber-attacks
may disrupt our operations and expose us to significant liability.

 We
are at risk for cyber-attacks, such as phishing, and other attempts to gain unauthorized access to our systems, and we anticipate continuing
to be subject to such attempts. There is an ongoing risk that some or all of our cryptocurrencies could be lost or stolen as a result
of one or more of these incursions. As we increase in size, we may become a more appealing target of hackers, malware, cyber-attacks
or other security threats, and, despite our implementation of strict security measures and frequent security audits, it is impossible
to eliminate all such vulnerability. For instance, we may not be able to ensure the adequacy of the security measures employed by third
parties, such as our service providers and any of our Data Center Hosting customers. Additionally, though we provide cybersecurity training
for employees, we cannot guarantee that we will not be affected by attempted security breaches. Efforts to limit the ability of malicious
actors to disrupt the operations of the internet or undermine our own security efforts may be costly to implement and may not be successful.
Such breaches, whether attributable to a vulnerability in our systems or otherwise, could subject us to liability to our customers, suppliers,
business partners and others, or give rise to legal and/or regulatory action, which could damage our reputation or otherwise materially
harm our business, operating results, and financial condition, and result in claims of liability against us, damage our reputation and materially
harm our business.

 We
rely on a well-known U.S. based third-party digital asset-focused custodian to safeguard our Bitcoin. If our third-party service provider
experiences a security breach or cyber-attack and unauthorized parties obtain access to our Bitcoin, we may lose some or all of our Bitcoin
and our financial condition and results of operations could be materially adversely affected.

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

 We
periodically accept Bitcoin as a form of payment and use it to satisfy liabilities. Cryptocurrency is not considered legal tender or
backed by any government and has 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.

 We
may not be able to fully protect our proprietary rights and we may infringe upon 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 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 from illegal actors and may be flawed or become inadequate with the passage of time.

 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 trademarks or trade secrets 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 intellectual property rights. In particular, there
has been an increase in the filing of lawsuits alleging infringement of intellectual property rights, which pressure defendants into
entering settlement arrangements quickly to dispose of such lawsuits, 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 that we become involved in such a lawsuit in the future and receive 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.

 Risks
Related to our Financial Education and Technology Business

 Our
business could be negatively affected by any adverse economic developments in the securities markets or the domestic or international
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 domestically
or internationally may cause individuals to be reluctant to make their own investment decisions and thus decrease the demand for our
products and services. Significant upturns in the securities markets or in general economic and political conditions domestically or
internationally 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 and services.

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

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, our business could be adversely affected by credit card
fraud and other electronic 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 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 crypto mining services, 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 our users.

 Users
provide us with personal information, including tax identification numbers, 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 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. We do not
store user credit card information and rely upon our merchant processing partners to collect and store this information with the necessary
Payment Card Industry Security Standards compliance in place. However, a breach of the merchant's security standards could create
liability for us.

 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.

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

 Our
iGenius products and services are marketed by a global network of independent distributors using a direct selling business model. Although we believe that our direct selling business model is generally in compliance with applicable legal
standards, direct selling programs, in general, have often been the target of regulatory scrutiny by federal,
state, and local governmental agencies in the United States and foreign countries, including the FTC. 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, whereas the more
successful direct selling business models have and emphasize sales of products and services. The regulatory requirements
concerning direct selling programs do not include "bright line" rules and are inherently fact-based
and, thus, we are subject to the risk that these regulations or the enforcement or interpretation of these regulations by regulators
or courts can change. The adoption of new regulations, or changes in the interpretations or enforcement of existing regulations, may
result in significant compliance costs or require us to change or cease aspects of our network marketing program. In addition, the
ambiguity surrounding these regulations can also affect the public perception of our business. In the normal course of operations,
we may periodically receive an inquiry from a foreign regulator relative to matters of this nature, however, to our knowledge we are
not under formal investigation relative to the practices of our direct selling network activities in any foreign country.

 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 able to directly provide the same oversight and direction
as we could if they were our employees. As a result, we have implemented compliance measures that are designed to train our distributors
and attempt to monitor our distributors' use of marketing materials that are in compliance with FTC and other legal standards.
Despite our compliance initiatives we cannot always ensure that our independent distributors will comply with applicable laws or regulations,
our distributor policies and procedures, or that such marketing materials or other distributor practices comply with applicable laws,
rules, and regulations. It is possible that a court or governmental agency could hold us liable for the actions of our distributors,
which could materially harm our business, financial condition, and operating results.

 Extensive
federal, state, local, and international laws regulate our business, products and direct selling activities. In addition, 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 damage to our business and reputation.

 Our
business could be negatively affected if any of the third-party providers of products or services offered through our membership packages
default on their obligation to our members.

our iGenius membership program and our now discontinued Apex sale and leaseback program, our members gained access to a variety
of benefits provided through third party partnerships and affinity arrangements, including products and services provided by third party
investment professionals, access to a proprietary digital currency called "ndau" (which was discontinued during August 2023)
and a supplemental total protection program offered by a third-party that claims to be an affiliate of a global insurance brokerage
firm. We cannot ensure that such third-party providers will comply with their contractual requirements
to our members or with applicable laws, rules, and regulations. Any significant failures by them could cause us to incur losses
and could harm our reputation.

 Included
in our now discontinued Apex sale and leaseback program was a "guaranteed assets buy-back product" offered, administered
and managed by a third-party provider, Total Protection Plus ("TPP"), a purported affiliate of a global insurance
brokerage firm. According to marketing and legal documents provided by TPP, the product offered by TPP (the "TPP Program") would function as a supplemental financial guaranty of a return on investment by
providing Apex program customers with protection for the purchase price of such equipment, which could be redeemed by the customer
by exercising an option for a cash payout to be paid by the third-party provider after a certain period of time, either 5 or 10
years. As an accommodation to our customers, the premiums for the TPP Program were
paid for directly by the Company at no additional cost to the customer.

 We
have also historically offered our iGenius members the opportunity to access through TPP the right to participate in the TPP
Program, in connection with such members' purchases of ndau through the Oneiro ndau distribution program. Even though we
suspended the distribution of ndau during August 2023, prior to such suspension, we had distributed over $16.8 million in ndau to
our members who purchased ndau in conjunction with the TPP Program. According to marketing and legal documents provided by TPP, the
TPP Program was purported by TPP to provide a supplemental financial guaranty of a return on investment in excess of the purchase
price of the ndau. In its marketing materials, we believe TPP offered customers the right to receive a supplemental cash payout
after 5 or 10 years, of between 50% to 100% of the original price of ndau purchased. As an accommodation to our ndau customers, the premiums paid to participate in the TPP Program, which the Company
estimates at approximately $3.6 million, were paid directly by the Company at no additional cost to the customer.

the fourth calendar quarter of 2021, we suspended any further offering of the TPP program in connection with the sale of ndau after
the third-party provider was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality
entitlements. That suspension has remained in place as we have been unable to further validate the continued integrity of the TPP
program and the vendor's ability to honor its commitments to our members. We cannot
ensure that such third-party provider will comply with its contractual requirements, which could cause our members to not achieve
the level of return on their investments offered by TPP. While we do not believe that we have
any legal responsibility to the customers who participated in the TPP Program, as it was offered and administered, and to be underwritten by TPP, there is a risk that
any failure of TPP to perform its obligations to our customers, could expose us to claims of dissatisfied customers, even though we had no responsibility to underwrite the risk of the TPP Program, for which
we paid to TPP premiums of approximately $3.6 million.
The possible substantiality of those claims could have an adverse effect on our business, financial condition, and operating
results.

 Risks
Related to our Blockchain Technology and Crypto Mining Products and Services

 The
further development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry,
are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital
asset systems may adversely affect an investment in us.

 Digital
assets such as Bitcoin, that may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry
of which the digital asset networks are prominent, but not unique, parts. The growth of the digital asset industry in general, and the
digital asset networks of Bitcoin in particular, are subject to a high degree of uncertainty. The factors affecting the further development
of the digital asset industry, as well as the digital asset networks, include:

 continued
 worldwide growth in the adoption and use of Bitcoin and other digital assets;

 government
 and quasi-government regulation of Bitcoin and other digital assets and their use, or restrictions on or regulation of access to
 and operation of the digital asset network or similar digital assets systems;

 the
 maintenance and development of the open-source software protocol of the Bitcoin network;

 changes
 in consumer demographics and public tastes and preferences;

 the
 availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat
 currencies;

 general
 economic conditions and the regulatory environment relating to digital assets;

 the
 impact of regulators focusing on digital assets and digital securities and the costs associated with such regulatory oversight; and

 A
 decline in the popularity or acceptance of the digital asset networks of Bitcoin, or similar digital asset systems, could adversely
 affect an investment in us.

 Changes
 or improvements in mining technologies and cryptology that could pose a threat to the efficiency or security of current mining technologies,
 for example, if quantum computing overcomes 256-bit encryption.

 Our
ability to achieve profitability is largely dependent on the price of Bitcoin, which has historically been volatile.

 Our
focus on our Bitcoin mining operations is largely based on our assumptions regarding the future value of Bitcoin, which has been subject
to significant historical volatility and may be subject to influence from malicious actors, real or perceived scarcity, political, economic,
and regulatory conditions, and speculation making its price more volatile or creating "bubble" type risks for the trading
price of Bitcoin. Further, unlike traditional stock exchanges, which have listing requirements and vet issuers, requiring them to comply
with rigorous listing standards and rules, and which monitor transactions for fraud and other improprieties, markets for Bitcoin and
other cryptocurrencies tend to be underregulated, if they are regulated at all. Less stringent cryptocurrency markets have a higher risk
of fraud or manipulation, and any lack of oversight or perceived lack of transparency could reduce confidence in the price of Bitcoin
and other cryptocurrencies, which could adversely affect their price.

 These
factors make it difficult to accurately predict the future market price of Bitcoin and may also inhibit consumer trust in and market
acceptance of cryptocurrencies as a means of exchange, which could limit the future adoption of Bitcoin and, as a result, our assumptions
could prove incorrect. If our assumptions prove incorrect and the future price of Bitcoin is not sufficiently high, our income from our
Bitcoin mining operations may not exceed our costs, and our operations may never achieve profitability.

 Transaction
fees may decrease demand for Bitcoin and prevent expansion.

 As
the number of Bitcoin block subsidy rewards for solving a block in a blockchain continue to reduce in half approximately every 4 years,
transaction fees have increasingly been used to incentivize miners to continue to contribute to the Bitcoin network. However, high Bitcoin
transaction fees may slow the adoption of Bitcoin as a means of payment, which may decrease demand for Bitcoin and future prices of Bitcoin
may suffer as a result. If Bitcoin prices are not sufficiently high, our mining revenue may not exceed our associated costs, and our
results of operations and financial condition may suffer. Further, because the price of shares of our common stock may be linked to the
price of Bitcoin, if demand for Bitcoin decreases, causing future Bitcoin prices to decrease, the market price of our securities may
be materially and adversely affected, limiting our ability to raise additional capital to fund our strategic growth plans.

 Bitcoin
is programmatically subject to "Halving," meaning that the Bitcoin rewarded for solving a block will be reduced in the future
and its value may not commensurately adjust to compensate us for such reductions, and the overall supply of Bitcoin is finite.

 Bitcoin
is subject to Halving, which is the process by which the Bitcoin reward for solving a block is reduced by 50% every 210,000 blocks that
are solved. This Halving occurs approximately every 4 years and means that the amount of Bitcoin we (or any other miner) are rewarded
for solving a block in the Blockchain is permanently cut in half. For example, the last Halving occurred in May 2020, with a revised
payout of 6.25 Bitcoin per block solved, down from the previous reward rate of 12.5 Bitcoin per block solved. The next Halving date is
estimated to occur in April 2024, at which time the payout shall be revised to 3.125 Bitcoin per block solved, down from the previous
reward rate of 6.25 Bitcoin per block solved. There can be no assurance that the price of Bitcoin will sufficiently increase to justify
the increasingly high costs of mining for Bitcoin given the Halving feature. If a corresponding and proportionate increase in the trading
price of these cryptocurrencies does not follow these anticipated Halving events, the revenue we earn from our mining operations would
see a corresponding decrease, which would have a material adverse effect on our business and operations. To illustrate, even if the price
of Bitcoin remains at its price as of today, all other factors being equal (including the same number of miners and a stable hash rate)
our revenue would decrease substantially upon the next Halving.

 Further,
due to the Halving process, unless the underlying code of the Bitcoin Blockchain is altered (which may be unlikely or difficult given
its decentralized nature), the supply of Bitcoin is finite. Once 21 million Bitcoin have been generated by virtue of solving blocks in
the Blockchain, the network will stop producing more. Currently, there are approximately 19.0 million Bitcoin in circulation representing
about 90% of the total supply of Bitcoin under the current source code. For the foregoing reasons, the Halving feature exposes us to
inherent uncertainty and reliance upon the historically volatile price of Bitcoin, rendering an investment in us particularly speculative,
especially in the long-term. If the price of Bitcoin does not significantly increase in value, your investment could become worthless.

 We
are subject to risks associated with our need for significant electrical power, with that risk heightened as we are currently supplied
electrical power by a sole source provider.

 Our
Bitcoin mining operations have required significant amounts of electrical power, and, to the extent we purchase additional miners or
acquire new miners which require higher energy inputs, our electricity requirements would grow. If we are unable to continue to obtain
sufficient electrical power to operate our miners on a cost-effective basis, we may not realize the anticipated benefits of our significant
capital investments in new miners. Even at our current energy usage, there can be no guarantee that our operational costs will not increase
in the future. Additionally, our mining operations could be materially adversely affected by prolonged power outages, and we may have
to reduce or cease our operations in the event of an extended power outage, or as a result of the unavailability or increased cost of
electrical power. We are subject to additional risks by currently being dependent upon a sole source provider of electrical power. We
are dependent on the sole host of our power supply in Northern Europe who provides our power generation through hydroelectric sources.
While our relationship with our power supplier is good, and while we generally have sufficient supply to conduct our business operations
as presently contemplated, since the beginning of 2024, our power supply has been temporarily curtailed by approximately 38% as a direct
result of low water levels that have cutback local hydroelectric power capacity. While we are hopeful that the water shortage responsible
for this curtailment is temporary, we are unable to predict when our mining levels will return to pre-2024 levels. During this period
of curtailment, and further, if this curtailment continues for longer than the near term, our business and results of operations could
be materially and adversely affected, and investors in our securities could be harmed.

 Changing
environmental regulation and public energy policy may expose our business to new risks.

 If
new environmental and energy regulations, policies, and initiatives enacted by federal regulators are imposed, or if existing regulations
are modified, the assumptions we made underlying our plans and strategic initiatives may be inaccurate, and we may incur additional costs
to adapt our planned business, if we are able to adapt at all, to such regulations.

 In
addition, there continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty for our business
because the cryptocurrency mining industry, with its high energy demand, may become a target for future environmental and energy regulation.
New legislation and increased regulation regarding climate change could impose significant costs on us and our suppliers, including costs
related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs to comply with such
regulations. Further, any future climate change regulations could also negatively impact our ability to compete with companies situated
in areas not subject to such limitations.

 Given
the political significance and uncertainty around the impact of climate change and how it should be addressed, we cannot predict how
legislation and regulation will affect our financial condition and results of operations. Further, even without such regulation, increased
awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our
industry could harm our reputation. Any of the foregoing could result in a material adverse effect on our business and financial condition.

 The
compliance costs of responding to new and changing regulation could adversely affect our operations.

 We
(along with those from whom we purchase electricity) are subject to various federal, state, local, and international environmental laws
and regulations, including those relating to the generation, storage, handling, and disposal of hazardous substances and wastes. Certain
of these laws and regulations also impose joint and several liability, without regard to fault, for investigation and cleanup costs on
current and former owners and operators of real property and persons who have disposed of or released hazardous substances into the environment.
Our operations may involve the use of hazardous substances and materials, such as petroleum fuel for emergency generators, as well as
batteries, cleaning solutions, and other materials.

 Electricity
costs could also be affected due to existing or new regulations on greenhouse gas emissions, whether such regulations apply to all consumers
of electricity or just to specified uses, such as Bitcoin mining. There has been interest in the U.S. Congress in addressing climate
change, including through regulation of Bitcoin mining. Past legislative proposals to address climate change include measures ranging
from taxes on carbon use or generation to federally imposed limits on greenhouse gas emissions. The course of future legislation and
regulation in the United States remains difficult to predict, and potential increased costs associated with new legislation or regulation
cannot be estimated at this time.

 Regulatory
changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects
our business, prospects, or operations.

 As
cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies;
certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions,
such as in the U.S., subject the mining, ownership and exchange of cryptocurrencies to extensive, and in some cases overlapping, unclear
and evolving regulatory requirements. Ongoing and future regulatory actions could have a material adverse effect on our business, prospects
or operations.

 Our
interactions with a blockchain may expose us to SDN or blocked persons and new legislation or regulation could adversely impact our business
or the market for cryptocurrencies.

 The
Office of Financial Assets Control ("OFAC") of the U.S. Department of Treasury requires us to comply with its sanction program
and not conduct business with persons named on its specially designated nationals ("SDN") list. However, because of the pseudonymous
nature of blockchain transactions we may inadvertently and without our knowledge engage in transactions with persons named on OFAC's
SDN list. Our Company's policy prohibits any transactions with such SDN individuals, but we may not be adequately capable of determining
the ultimate identity of the individual with whom we transact with respect to selling cryptocurrency assets; for example, the use of
cryptocurrencies, including Bitcoin, as a potential means of avoiding federally imposed sanctions, such as those imposed in connection
with the Russian invasion of Ukraine. On March 2, 2022, a group of United States Senators sent the Secretary of the United States Treasury
Department a letter asking Secretary Yellen to investigate its ability to enforce such sanctions vis- -vis Bitcoin, and on March
8, 2022, President Biden announced an executive order on cryptocurrencies which seeks to establish a unified federal regulatory regime
for cryptocurrencies. We are unable to predict the nature or extent of new and proposed legislation and regulation affecting the cryptocurrency
industry, or the potential impact of the use of cryptocurrencies by SDN or other blocked or sanctioned persons, which could have material
adverse effects on our business and our industry more broadly. Further, we may be subject to investigation, administrative or court proceedings,
and civil or criminal monetary fines and penalties as a result of any regulatory enforcement actions, all of which could harm our reputation
and affect the value of our common stock.

 Bitcoin
and Bitcoin mining, as well as cryptocurrencies generally, may be made illegal in certain jurisdictions, including the ones we operate
in, which could adversely affect our business prospects and operations.

we do not anticipate any material adverse regulations on Bitcoin mining in our jurisdictions of operation, it is possible that state
or federal regulators may seek to impose harsh restrictions or total bans on cryptocurrency mining which may make it impossible for us
to do business without relocating our mining operations, which could be very costly and time consuming. Further, although Bitcoin and
Bitcoin mining, as well as cryptocurrencies generally, are largely unregulated in most countries (including the United States), regulators
in certain jurisdictions may undertake new or intensify existing regulatory actions in the future that could severely restrict the right
to mine, acquire, own, hold, sell, or use cryptocurrency or to exchange it for traditional fiat currency such as the United States Dollar.
Such restrictions may adversely affect us as the large-scale use of cryptocurrencies as a means of exchange is presently confined to
certain regions globally. Such circumstances could have a material adverse effect on us, which could have a material adverse effect on
our business, prospects or operations and potentially the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire
or hold for our own account, and thus negatively affect the value of our common stock.

 The
costs associated with our Bitcoin mining operations could be subject to significant increase in the future should there occur an increase
in the VAT tax imposed on our hosting services.

 The
Company's Bitcoin mining operations are hosted in a Northern European country that imposes a broadly-based consumption tax assessed
on the value added to goods and services within its country (a "VAT tax"). However, upon the advice of our local tax advisors,
an international accounting firm, the Company has concluded that the imposition of a VAT tax upon in-country hosting services is subject
to uncertainty. Rather than paying no VAT tax pending clarification of this uncertainty, and upon the advice of our local tax advisors,
the Company has implemented a structured leasing arrangement with its hosting counterparty in which lease payments to be received will
be subject to a VAT tax upon which the Company will remit payment. While the Company believes that by adopting this type of structured
arrangement, it can avoid any penalties or fines in the future should the local tax laws be modified or interpreted to apply to the local
hosting services, there can be no assurances to this effect as the tax laws and interpretations thereof are subject to change, particularly
in response to the tremendous growth in the high-powered computing industry. Further, there can be no assurances that if and to the extent
that local tax laws are interpreted in the future to apply to hosting services, that the amount of VAT tax imposed upon the Company may
not substantially exceed the amount payable under the currently contemplated structured leasing arrangement. A substantial increase in
the amount of VAT tax due upon these local hosting operations, if it occurs, would increase the costs associated with the Company's
Bitcoin operations, which could have a materially adverse effect on the Company's business and operating results.

 Risks
Related to Our Common Stock

 We
may need to raise additional capital to execute on our growth plan. If we are unable to raise additional capital, our business may fail.

our current financial resources are sufficient for us to sustain our existing operations, we may be required to raise additional capital
to help finance our planned growth within the financial services sector; particularly, as we will be caused to fund the start-up operations
and planned expansion of our newly acquired Opencash broker-dealer. If we find that we need, but are unable, to obtain adequate additional
financing, we may not be able to successfully market and sell our products and our business operations will most likely be discontinued.
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 on terms acceptable to us, 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.

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

 Our
common stock has closed as low as $0.01 per share and as high as $0.03 per share during the year ended December 31, 2023. 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 report 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.

 The
trading price of shares of our common stock may increase or decrease as does the trading price of Bitcoin and other digital currencies,
which subject investors to pricing risks, including "bubble" type risks, and volatility.

 Because
of our connection with Bitcoin and other digital currencies, the trading prices of our common stock may at times be tied to the trading
prices of Bitcoin and such other digital currencies. Specifically, we may experience adverse effects on our stock price when the value
of Bitcoin or other digital currencies drops. Furthermore, if the market for Bitcoin or other digital currency company stocks or the
stock market in general experiences a loss of investor confidence, the trading price of our stock could decline for reasons unrelated
to our business, operating results or financial condition. The trading price of our common stock could be subject to arbitrary pricing
factors that are not necessarily associated with traditional factors that influence stock prices or the value of non-cryptocurrency assets
such as revenue, cash flows, profitability, growth prospects or business activity since the value and price, as determined by the investing
public, may be influenced by uncertain contingencies such as future anticipated adoption or appreciation in value of cryptocurrencies
or Blockchains generally, and other factors over which we have little or no influence or control.

 Bitcoin
and other cryptocurrency market prices, which have historically been volatile and are impacted by a variety of factors, are determined
primarily using data from various exchanges, over-the-counter markets and derivative platforms. Furthermore, such prices may be subject
to factors such as those that impact commodities, more so than business activities, which could be subjected to additional influence
from fraudulent or illegitimate actors, real or perceived scarcity, and political, economic, regulatory or other conditions. Pricing
may be the result of, and may continue to result in, speculation regarding future appreciation in the value of cryptocurrencies, or our
share price, making their market prices more volatile or creating "bubble" type risks for the trading price of Bitcoin.

 Conversion
of existing convertible notes purchased by DBR Capital could cause additional substantial dilution to our stockholders.

 Under
the terms of its convertible notes, DBR Capital has the right to convert an aggregate of $3.3 million in principal of convertible
notes into shares of our common stock at a conversion price of $0.007 per share. Exclusive of interest that could accrue on these
notes, conversion of the outstanding principal of these notes would result in the issuance to DBR Capital of approximately 471
million additional shares of our common stock. Substantial additional dilution of up to an additional 1,100,000,000 shares of our
common stock could be experienced by our shareholders should DBR Capital advance and ultimately convert additional notes of $7.7
million on or before December 31, 2024. The presence of these arrangements, although negotiated by DBR Capital on an arms-length
basis and in April 2020, when the Company's solvency was at imminent risk, could make it difficult for the Company to attract
third-party capital in the future.

 Conversion
of exchangeable shares issued in connection with the acquisition of the assets of MPower.

September 2021, we acquired, among other assets, a proprietary algorithmic trading platform from MPower, a business controlled by two
members of our Board of Directors. The assets of MPower were acquired in consideration of the issuance of Class B Redeemable Units consisting
of non-voting membership interests in our wholly owned subsidiary IFGH that are in the future redeemable for 565,000,000 Company common
shares on a one-for-one basis. That could ultimately result in the issuance of 565,000,000 Company common shares, presently representing
over 20% of the Company's current fully-diluted shares.

 Special
Governance Rights included within DBR Capital's investments enable DBR Capital to retain significant control of the Company for
the foreseeable future.

 In
connection with its investment, DBR Capital, LLC, has been accorded certain special governance rights, including the right to appoint
four of our seven directors, and to require that certain capital, financial and other material actions of our board of directors be approved
by at least one DBR Capital-appointed director, who shall be David B. Rothrock if he is then serving as a director. The special governance
rights shall remain in place for so long as DBR Capital holds a convertible note or any of our other securities. The presence of these governance rights, although negotiated by DBR Capital on an arms-length basis and in April
2020, at the time when the Company's solvency was at imminent risk, could make it difficult for the Company to attract third-party
capital in the future.

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

 Given
our growth plans, and given our current limited cash resources, it is possible that in the future we will need to 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 common shares from two billion to ten billion increased the magnitude of this risk substantially.

 Shares
of our common stock may never become eligible for trading on Nasdaq or a national securities exchange: we do not have a majority of independent
directors.

 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, among others, us having
a majority of independent directors, a minimum trading price and a minimum public "float" requirement. 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.

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 numerous 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 governing documents may inhibit a potential acquisition of our company, and this could negatively
impact our stock price.

 Nevada
corporate law and our governing documents include 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:

 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 preferences of that preferred stock;

 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

 only
 our board of directors or stockholders holding at least 25% of the outstanding capital stock of the Company can call a special meeting
 of stockholders.

 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.

 We
may be caused to issue a substantial number of shares of our common stock to our former Chief Executive Officer if our attempts to retire
his note in cash are unsuccessful.

 We
owe payment on a promissory note in the principal amount of $1,550,000 to our former Chief Executive Officer, Joseph Cammarata, (the
"Cammarata Note"). Further, the Cammarata Note is convertible into shares of our common stock at $0.008 per share. During
February 2022, we provided 30 days' notice of our intent to retire and repay the Cammarata Note in cash. Having not timely received
a properly executed conversion notice within the proscribed period, and citing certain other damages incurred by us arising from Mr.
Cammarata's then ongoing legal proceedings, on or about March 31, 2022, we tendered to Mr. Cammarata cash payment in full for the
Cammarata Note. As of the date of this Report, Mr. Cammarata has not accepted our tender of the cash payment, and instead during 2022
asserted his entitlement to exercise his right to convert the Cammarata Note into our common shares, although we believe his attempted
conversion was not timely, nor in compliance with the conversion features of the note. Although we believe that our cash tender was appropriate
under the terms of the Cammarata Note and otherwise at law, and Mr. Cammarata's attempt to convert the note were ineffective, if
Mr. Cammarata elects to challenge our cash tender in a court proceeding, and if we are unable to sustain our legal position on the matter,
Mr. Cammarata could receive up to approximately 203 million shares of our common stock upon conversion of the Cammarata Note.

 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.

 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.

 Item
1B. Unresolved Staff Comments

 None.

 Item
1C. CYBERSECURITY

 Risk
Management and Strategy

 The
Company's cybersecurity risk management practices are intended to assess, identify and manage risks from threats to the security
of our information, systems, products and network. Our cybersecurity program is a key component of our broader risk management strategy
in which cyber risk has been identified and is actively managed with preventive and mitigating measures. We design and assess our cybersecurity
program based on the National Institute of Standards and Technology's Cybersecurity Framework, ISO 27001, and industry-specific
regulations. This does not imply that we meet any particular technical standards, specifications or requirements, but rather that we
use them as a guide to help us identify, assess and manage cybersecurity risks relevant to our business.

 Cybersecurity
incidents could result from unintentional events, or from deliberate attacks by unauthorized entities or individuals attempting to gain
access to Investview's System Technology for the purposes of misappropriating assets or information or causing operational disruption
and damage. To mitigate the risk of an impact to our business operations and/or damage from cybersecurity incidents or cyberattacks,
Investview invests in multiple forms of cybersecurity and operational safeguards.

 On
an ongoing basis, we assess our people, processes, and technology, and when necessary, modify the overall program in order to meet the
demands of the ever-changing cyber risk environment. As part of our regular training and readiness program, we conduct phishing and penetration
testing campaigns in order to ensure that our employees are familiar with all types of phishing emails and similar threats.

 Our
data is dynamically backed up to mitigate against data loss. To prevent unauthorized access and data breaches, we encrypt sensitive data
both in transit and at rest. We have also implemented access controls and multi-factor authentication to ensure that only authorized
personnel can access sensitive information. We also utilize third-party information technology systems vendors to conduct constant network
and endpoint monitoring.

 Our
risk management program is comprised of, among other things, policies that are designed to identify, assess, manage, and mitigate cybersecurity
risk, and is based on applicable laws and regulations, derived from industry standards and best practices.

 We
conduct risk assessments to evaluate the effectiveness of our systems and processes in addressing threats and to identify opportunities
for enhancements. Additionally, we conduct privacy and cybersecurity reviews, as well as annual employee training, and monitor emerging
laws and regulations related to information security and data protection. We utilize third party tools and techniques to test and enhance
our security controls, perform annual cybersecurity framework assessments, conduct ongoing penetration testing of our systems, and benchmark
against best practices. Our internal audit function provides an independent assessment on the overall operations of our cybersecurity
program and the supporting framework.

 Our
cybersecurity team engages and utilizes third-party services as it monitors and actively responds to cybersecurity threats. We utilize
an Endpoint Detection and Response (EDR) platform, an anti-virus application, through which incoming electronic communications are filtered,
and an email security platform which seeks out identifiers in communications that disguise, impersonate, or otherwise misrepresent the
source of the communication. If such a communication is detected, it is subject to quarantine or removal depending on the severity of
issue. Additionally, we use a Security Information and Event Management (SIEM) system, which allows us to store logs off the system of
record to prevent log tampering and provides the cybersecurity team functionality to build alerts on specific use cases that are important
and unique to our business. If our applications fail or our software does not successfully block a malicious electronic communication,
employees are required to notify an immediate supervisor or the cybersecurity team promptly, but in no circumstances later than twenty-four
(24) hours after such occurrence.

 Upon
detection of a cybersecurity incident and initial intake and validation by our cybersecurity team, our incident response team triages
and evaluates the cybersecurity incident, and, depending on the severity, escalates the incident to management and a cross-functional
working group. Any incident assessed as potentially being or potentially becoming material is immediately escalated for further assessment
and reported to executive management. Determination of what resources are needed to address the incident, prioritizing of response activities,
forming of action plans, and notification of external parties as needed are then undertaken by executive management and the cross-functional
working group, led by our Senior Information Officer (SIO). We consult with outside counsel as appropriate, including on materiality
analysis and disclosure matters, and our executive management makes the final materiality and disclosure determinations, among other
compliance decisions.

 Governance

 The
Board, the Senior Information Officer ("SIO") and Management actively assess the Company's cybersecurity and data privacy
risk management practices with the goal of being proactive rather than reactive. The Board and the Senior Information Officer and Management
regularly review the Company's cybersecurity and data privacy risks, including our policies, controls and procedures for identifying,
managing and mitigating such risks. The Board receives periodic reports from our SIO and other members of Management to the extent their
relevant areas are impacted, regarding cybersecurity and data privacy measures and procedures, the identification of security gaps and
compliance with applicable cybersecurity and data privacy regulations. The Senior Information Officer then briefs the Board at scheduled
meetings regarding cybersecurity and data privacy developments.

 Management
and the SIO are responsible for day-to-day monitoring of the prevention, detection, mitigation and remediation of cybersecurity incidents.
Our SIO, who reports to our Chief Operating Officer, has primary oversight of the material risks from cybersecurity and data privacy
matters. Our SIO has more than 20 years of experience across various information technology, information security and management roles,
including leading the development and implementation of cybersecurity and data privacy strategies for the employee and customer-facing
aspects of our business.

 In
2023, we did not identify any cybersecurity incidents or threats that have materially affected or are reasonably likely to materially
affect our business strategy, results of operations or financial condition. However, despite our efforts, we may not be successful in
eliminating all risks from cybersecurity threats and can provide no assurances that undetected cybersecurity incidents have not occurred.
 See Part I, Item 1A. "Risk Factors" of this Annual Report for more information regarding the cybersecurity risks we
face.

 Item
2. Properties

 Our
corporate headquarters are located at 521 West Lancaster Avenue, Second Floor, Haverford, Pennsylvania 19041 and are being leased under
a two-year lease agreement that will expire in December 2024. Our iGenius LLC headquarters are located at 459 North 300 West, #15, Kaysville,
Utah 84037 and is on a month-to-month lease. We lease office space for our CFO which is located at 386 Main Street, #212, Wyckoff, New
Jersey 07481 and is being leased under a two-year lease agreement that will expire in July 2025 with an option for the Company to terminate
with 60 days' written notice beginning June 1, 2024.

 Item
3. Legal Proceedings

 In
the ordinary course of business, we may be or have been involved in legal proceedings from time to time; however, we do not anticipate
that the outcome of such matters and disputes will materially affect our financial statements.

 None
of our directors, officers, or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our
business.

 We
are not involved in any material legal proceedings, however, during November 2021, we received a subpoena from the United States Securities
and Exchange Commission ("SEC") for the production of documents. In the subpoena, the SEC advised that the investigation
does not mean that the SEC has concluded that we or anyone else has violated federal securities laws and or any other law. Following
our own internal review, we believe that we have complied at all times with the federal securities laws, and we have received no follow-up
communications from the SEC following our production of documents in 2022. We have cooperated fully with the SEC's investigation
and will continue to work with outside counsel to respond to any further inquiries of the SEC, if, and to the extent they arise.

 Item
4. Mine Safety Disclosure

 Not
applicable

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
Information

 Our
common stock is traded on the OTCQB under the symbol "INVU."

 As
of March 29, 2024, we had approximately 630 stockholders of record of our common stock and 1,860,981,786 shares of common stock issued
and outstanding.

 Dividends

 Holders
of shares of common stock are entitled to share pro rata in dividends and distributions for the common stock when, as, and if declared
by the board of directors out of funds legally available therefor. We have not paid any dividends on our common stock and intend to retain
earnings, if any, to finance the development and expansion of our business. Future dividend policy is subject to the discretion of the
board of directors and will depend upon a number of factors, including future revenues, capital requirements, overall financial condition,
and such other factors as our board of directors deems relevant.

 Recent
Sales of Unregistered Securities

 None.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 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 within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as noted by use of 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 elsewhere in this Report and in our periodic reports filed with the U.S. Securities and Exchange
Commission. The forward-looking statements included are made only as of the date of this report. Except as required by law, we have no
obligation and do not undertake to update or revise any such forward-looking statements to reflect events or circumstances after the
date of the report.

 Overview

 We operate a diversified financial technology company
that through its subsidiaries and global distribution network provides financial technology, education tools, content, research, and a
digital asset technology company, which develops, operates, and supports blockchain technologies, with a focus on the Bitcoin blockchain
ecosystem and the generation of digital assets. In addition, we are planning to expand our business into the retail brokerage and financial
markets industry by integrating the online brokerage trading platform we acquired in connection with our recent acquisition of Opencash,
with the proprietary algorithmic trading platform we acquired in September 2021. Opencash is an early-stage registered broker-dealer that
plans to offer investors an online trading platform to enable self-directed retail brokerage services and develop synergies with the educational
content and products offered by other of our business units.

 Impact
of COVID-19

 While
COVID-19 related supply chain issues created challenges for us for the last several years, relating primarily to acquiring supplies and
equipment for SAFETek, these issues have, to a great extent, abated as we have successfully sourced new equipment, repaired existing
equipment and expanded our operations to include repair of third-party equipment and the creation of mobile mining trailers and containers.

 COVID-19
related travel challenges which also impacted iGenius distribution and marketing operations for the last several years, have also largely
abated as out member base quickly adapted and leveraged on-line meeting services which in turn expanded interest and attention.

 Recent
Material Developments

 On
March 22, 2021, we acquired the operating assets and intellectual property rights of MPower, a company controlled and partially owned
by David B. Rothrock and James R. Bell, two of our board members. Included within the acquisition was a proprietary software-based
trading platform with applications within the brokerage industry. In consideration for the acquisition of such assets, we issued non-voting
Class B membership interests in our wholly owned subsidiary,
IFGH, which are in the future redeemable for 565,000,000 Investview common shares on a one-for-one
basis (the "Class B Redeemable Units"). The Class B Redeemable Units are subject to a lock-up agreement in which resale of
the Investview common shares is substantially restricted through 2025.

 The
acquisition of the operating assets and intellectual property rights of MPower was completed in anticipation of the Company's acquisition
of a securities broker-dealer from an affiliate of Joseph Cammarata, a former executive officer who was terminated in late 2021. However,
due to delays and complications relating primarily to
Mr. Cammarata's then ongoing legal proceedings, even though unrelated to the Company, we were caused in 2022 to terminate the agreement
to acquire his affiliated broker-dealer and continue our search for alternative acquisitions within the brokerage industry, which we
concluded with our recent acquisition of Opencash Securities, LLC.

the first quarter of 2022, we restructured our Board of Directors and executive management team with the appointment of Victor M. Oviedo
as a director and as the Company's new Chief Executive Officer; the appointment of David B. Rothrock as Chairman of the Board of
Directors and chair of our Up-listing Initiative Sub-Committee; the transition of James R. Bell from acting Chief Executive Officer to
President and Acting Chief Operating Officer, and the appointment of Myles Gill as Director of Operations. This occurred as we entered
into a Separation and Release Agreement resulting in the resignation of two of our former Directors and executive officers and following
the termination of our former CEO in Q4-2021 in light of pending government charges relating to an outside business venture that was
totally unrelated to the Company.

 We
have also attempted to repurchase shares privately, when the circumstances arise, as an opportunistic way to use our existing cash resources
strategically to add shareholder value by significantly reducing our outstanding capitalization at a discounted
price to the market. These opportunities have arisen for us on two occasions. First, on September 29, 2023, we purchased for surrender
in a series of private transactions, an aggregate of 302,919,223 shares of the Company's common stock from two of our former Directors
and executive officers, and a series of their family members and related entities. The shares were purchased for an aggregate consideration
of $2,922,380, equating to a price of $0.00964739 per share; representing a discount of approximately 52.5% to the average market
price at the time of the closing. One-eighth of the purchase price was paid within seven (7) days of the
closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter. See Item 13
of this Form 10-K for additional details on the transaction.

 Next,
further private purchases were effectuated on February 7, 2024, when we repurchased for surrender and cancellation an aggregate of 472,374,710
shares of the Company's common stock from Ryan Smith and Chad Miller and certain of their respective affiliates and family members.
These shares were purchased for an aggregate purchase price of $3,571,146, equating to a price of $0.007559985 per share; representing a discount of approximately 57.6% to the average market
price at the time of the closing. One-eighth
of the purchase price was paid within seven (7) days of the closing, with the balance payable in a series of equal quarterly payments
over seven (7) consecutive quarters thereafter. See Item 13 of this Form 10-K for additional details on the transaction.

 Finally,
on March 18, 2024, we announced the acquisition of Opencash, an early-stage registered broker-dealer that plans to offer
investors an online platform to enable self-directed retail brokerage and other related services.

 Results
of Operations

 Year
Ended December 31, 2023, Compared to Year Ended December 31, 2022

 Revenues

 Year Ended December 31,

 Increase

 2023

 2022

 (Decrease)

 Subscription revenue, net of refunds, incentives, credits, and chargebacks

 $
 56,036,052

 $
 48,260,197

 $
 7,775,855

 Mining revenue

 (448,059
)

 Cryptocurrency revenue

 513,285

 1,614,568

 (1,101,283
)

 Mining equipment repair revenue

 172,056

 (148,678
)

 Digital wallet revenue

 -

 5,868

 (5,868
)

 Total revenue, net

 $
 67,920,871

 $
 61,848,904

 $
 6,071,967

 Revenue,
net, increased $6,071,967, or 10%, from $61,848,904 for the year ended December 31, 2022, to $67,920,871 for the year ended December
31, 2023. The increase can be explained by a $7.8 million increase in our net subscription revenue, offset by a $1.1 million decrease
in our cryptocurrency revenue, a $448 thousand decrease in our mining revenue, a $149 thousand decrease in our mining equipment repair
revenue, and a $6 thousand decrease in digital wallet revenue. The $7.8 million or 16% increase in subscription revenue was due to significant
product enhancements and expansion into new markets globally, resulting in substantial growth in our membership; the $448 thousand or
(4%) decrease in mining revenue was mainly the result of a 107% increase in the Bitcoin mining difficulty level, the migration of mining
servers to a new data center and increased power and hosting costs, partially offset by the replacement of older less efficient Bitcoin
mining equipment with new generation higher performing miners; the $1.1 million or (68%) decrease in cryptocurrency revenue was due to
an overall decrease in the number of sales of NDAU and the discontinuation of the NDAU program offering; and the $149 thousand or (86%)
decrease in miner equipment repair revenue was due to the discontinuance of our miner repair business during the quarter ended June 30,
2023.

 Operating
Costs

 Year Ended December 31,

 Increase

 2023

 2022

 (Decrease)

 Cost of sales and service

 $
 10,736,709

 $
 8,249,790

 $
 2,486,919

 Commissions

 31,716,399

 26,986,048

 4,730,351

 Selling and marketing

 560,065

 58,617

 501,448

 Salary and related

 7,112,954

 7,441,829

 (328,875
)

 Professional fees

 1,378,367

 2,615,016

 (1,236,649
)

 Impairment expense

 2,056,386

 14,632,823

 (12,576,437
)

 Bad debt expense

 -

 3,975

 (3,975
)

 Loss (gain) on disposal of assets

 223,630

 (266,838
)

 490,468

 General and administrative

 9,531,431

 10,740,430

 (1,208,999
)

 Total operating costs and expenses

 $
 63,315,941

 $
 70,461,690

 $
 (7,145,749
)

 Operating
costs decreased $7,145,749, or (10%), from $70,461,690 for the year ended December 31, 2022, to $63,315,941 for the year ended December
31, 2023. The decrease can be explained by a decrease in salary and related costs of $329 thousand, which was a result of the recognition
of more stock-based compensation during the prior period, a decrease in general and administrative of $1.2 million which was a result
of a decrease in depreciation expense, a decrease in professional fees of $1.2 million due to decreased legal expenses, and a $12.6 million
decrease in impairment expense. During the year ended December 31, 2022, we impaired $6 million worth of fixed asset mining equipment,
wrote-off $676 thousand worth of inventory, $690 thousand worth of other assets, and $7.2 million worth of intangible assets due to our
concern with recoverability of our proprietary software based algorithmic trading platform,, compared to during the year ended December
31, 2023, we wrote-off $2.1 million worth of other assets. These decreases were offset by an increase in commissions of $4.7 million,
which was a result of increases in our subscription revenue, an increase in cost of sales and services of $2.5 million, which was a result
of an increase in the cost of mining, an increase in selling and marketing of $501 thousand, which was mainly driven by an iGenius sales
and marketing event, and an increase in loss (gain) on disposal of assets of $490 thousand, which was a result of a gain recognized during
the current year and a loss recognized in the prior year from the sale of mining equipment from our repair business.

 Other
Income (Expense)

 Year Ended December 31,

 2023

 2022

 Change

 Gain (loss) on debt extinguishment

 $
 -

 $

 $
 (455
)

 Gain (loss) on fair value of derivative liability

 18,691

 44,945

 (26,254
)

 Realized gain (loss) on cryptocurrency

 255,268

 (1,575,164
)

 1,830,432

 Interest expense

 (18,750
)

 (18,750
)

 -

 Interest expense, related parties

 (1,239,603
)

 (2,650,324
)

 1,410,721

 Other income (expense)

 1,389,796

 193,235

 1,196,561

 Total other income (expense)

 $
 405,402

 $
 (4,005,603
)

 $
 4,411,005

 We
recorded other income of $405,402 for the year ended December 31, 2023, which was a difference of $4,411,005, or 110%, from the prior
period other loss of $4,005,603. The change is due to a realized gain recorded on cryptocurrency in the current period of $255 thousand
compared to a realized loss of $1.6 million in the prior period, less related party interest expense recorded in current period versus
the prior period ($1.2 million for the year ended December 31, 2023 compared to $2.7 million for the year ended December 31, 2022), and
an increase in Other income (expense) in the current period of $1.2 million compared to $193 thousand in the prior period, which was
a result of ticket sales from a promotional event iGenius held during the year ended December 31, 2023, earning more interest income
due to our cash balances being held in higher interest bearing accounts in the current period compared to the prior period, and lease
payments received under a structured equipment lease agreement. Amounts recorded in related party interest expense included the amortization
of debt discounts, which was being recognized over the term of the debt, however, during the year ended December 31, 2022, we repaid
two of our related party notes early, which resulted in the recognition of $1.2 million of the amortization of the related debt discount
amounts into interest.

 Liquidity
and Capital Resources

the year ended December 31, 2023, we met our short-and long-term working capital and capital expenditure requirements, including funding
for operations, capital expenditures, growth initiatives, and for dividends on our Series B Preferred Stock, through net cash flows provided
by operating activities. We believe we will have sufficient resources, including cash flow from operations and access to capital markets,
to meet debt service obligations in a timely manner and be able to meet our objectives.

the year ended December 31, 2023, we recorded a net income from operations of $4,604,930 and net income of $2,831,920. As of December
31, 2023, we have unrestricted cash of $20,912,276 and a working capital balance of $12,414,023 and our unrestricted cryptocurrency balance
was reported at a cost basis of $585,632. Management does not believe there are any liquidity issues as of December 31, 2023.

 Commitments
and Contingencies

 At
December 31, 2023, we had related party debt of approximately $2.4 million and debt of approximately $1.2 million of which we owe $686
thousand to the holders of long-term notes that we issued in connection with a lease buyback program we initiated in September 2020.

June 2020, we sold high powered data processing equipment ("APEX") to our customers, and they leased the equipment back to
us on terms sufficient for the customers to recover their investment and an agreed upon return on their investment. On June 30, 2020,
we temporarily discontinued the APEX program to assess the impact on the Company of COVID-19 related delays in the manufacturing and
shipping of the APEX processing equipment, and to determine our ability to meet the lease commitments in light of such delays. Having
concluded that we would be unable to meet the APEX lease obligations, in September 2020, we commenced a buyback program in which we offered
to repurchase such equipment and cancel the existing lease, by way of a 48-month promissory note that included repayment terms to ensure
an agreed-upon return on their initial purchase price. As a result of the buyback program, we entered into notes with third parties totaling
$19,089,500 and notes with related parties of $237,720 in exchange for $474,155 worth of customer advances on the APEX leases and the
release of $22,889,331 of the net APEX lease liability. During the fourth quarter ended December 31, 2023, we offered all note
holders an early payoff option. During the year ended December 31, 2023, we repaid a portion of the debt with cash payments of $1,917,225
and issuances of cryptocurrency valued at $5,322,058.

 Included
in our now discontinued Apex sale and leaseback program was a "guaranteed assets buy-back product" offered, administered
and managed by a third-party provider, Total Protection Plus ("TPP"), a purported affiliate of a global insurance
brokerage firm. According to marketing and legal documents provided by TPP, the product they offered
(the "TPP Program") would function as a supplemental financial guaranty of a return on investment by providing Apex
program customers with protection for the purchase price of such equipment, which could be redeemed by the customer by exercising an
option for a cash payout to be paid by the third-party provider after a certain period of time, either 5 or 10 years. The premium
for the TPP program was included in the Apex program, at no additional cost to the customer. As an accommodation to our Apex customers, the premiums paid to participate in the TPP Program, were paid for directly
by the Company at no additional cost to the customer.

 We
have also historically offered our iGenius members the opportunity to participate in the TPP Program administered and managed by TPP
in connection with such members' purchases of ndau through the Oneiro ndau distribution program. Even though we chose to
terminate the distribution of ndau during August 2023, prior to such termination, we had distributed over $16.8 million in ndau to
our members who purchased ndau in conjunction with the TPP Program. According to marketing and legal documents provided by TPP, the
TPP Program was purported by TPP to provide a supplemental financial guaranty for a return on investment in excess of the
purchase price of the ndau. In its marketing materials, TPP offered customers the right to receive a supplemental cash
payout after 5 or 10 years, of between 50% to 100% of the original price of ndau purchased. As an accommodation to our ndau customers, the premiums paid to participate in the TPP Program of approximately $3.6
million, were paid for directly by the Company at no additional cost to the customer.

the fourth calendar quarter of 2021, we suspended any further offering of the TPP Program in connection with the sale of ndau after TPP
was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality entitlements. That suspension
has remained in place as we have been unable to further validate the continued integrity of the TPP Program and the vendor's ability
to honor its commitments to our members. We cannot ensure that TPP will comply with its contractual
requirements, which could cause our members to not achieve the level of return on their investments offered by TPP. While we do not believe
that we have any legal responsibility to the customers who participated in the TPP Program, as it was offered and administered, and to
be underwritten by TPP, there is a risk that any failure of TPP to perform its obligations to our customers, could expose us to claims
of dissatisfied customers, even though we had no responsibility to underwrite the risk of the TPP Program, for which we paid to TPP premiums
of approximately $3.6 million. The possible substantiality of those claims could have an adverse effect on our business, financial condition,
and operating results.

 Critical
Accounting Policies

 The
preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States
requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure
of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we
believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions.
While there are several significant accounting policies affecting our consolidated financial statements; we believe the following critical
accounting policies involve the most complex, difficult, and subjective estimates and judgments.

 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: iGenius, LLC, Apex
Tek, LLC, SAFETek, LLC, Investview Financial Group Holdings, LLC, Investview MTS, LLC, and MyLife Wellness Company. 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.

 Long-Lived
Assets – Intangible Assets & License Agreement

 We
account for our cryptocurrencies and intangible assets 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, which 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. Our cryptocurrencies are deemed to have an indefinite useful life; therefore, amounts are not amortized, but rather
are assessed for impairment as further discussed in our impairment policy. Under ASC Subtopic 350-30 any intangible asset with a useful
life is required to be amortized over that life and the useful life is 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.

 We
hold cryptocurrency-denominated assets and include them in our consolidated balance sheet as other assets. The value of our cryptocurrencies
as of December 31, 2023 and December 31, 2022, were $585,632 (current) and $2,474,096 ($2,360,957 current and $113,139 restricted long
term), respectively. Cryptocurrencies purchased or received for payment from customers are recorded in accordance with ASC 350-30 and
cryptocurrencies awarded to the Company through its mining activities ($11,348,156 and $11,796,215 for the year ended December 31, 2023
and 2022, respectively) are accounted for in connection with the Company's revenue recognition policy. The use of cryptocurrencies
is accounted for in accordance with the first in first out method of accounting. For the year ended December 31, 2023 and 2022, we recorded
realized gains (losses) on our cryptocurrency transactions of $255,268 and $(1,575,164), respectively.

 On
March 22, 2021, we entered into Securities Purchase Agreement to acquire the operating assets and intellectual property rights of MPower,
a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members. As a result, we obtained a
proprietary software-based trading platform with applications within the brokerage industry, which was valued at $7,240,000 and recorded
on our balance sheet as an intangible asset as of December 31, 2021. The intangible asset was expected to have a definite life, however,
during the year ended December 31, 2022, the software had not been placed in service, therefore a useful life had not been assigned and
no amortization had been recorded. Instead, as of December 31, 2022, the intangible asset was conservatively impaired due to a question
on the recoverability of the value recorded.

 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.

 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.

the year ended December 31, 2023, no impairment was recorded. During the year ended December 31, 2022, we impaired computer equipment
with a cost basis of $3,263, furniture fixtures and equipment with a cost basis of $11,372, and data processing equipment with a cost
basis of $9,431,923. The impairment was due to disposals of computer equipment and furniture fixtures and equipment and the carrying
value of our data processing equipment exceeding its fair value which was determined using the price that similar equipment would sell
for in the open market. We had recorded accumulated depreciation for the impaired assets of $3,419,825 through the date of disposal,
therefore we recorded $6,026,733 as impairment expense related to the fixed assets for the year ended December 31, 2022. Also, during
the year ended December 31, 2022, we impaired intangible assets of $7,240,000 due to questions regarding the recoverability of the asset
value.

Recognition

 Most
of our revenue is generated by membership and 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 designated trial period to first-time
subscription customers, during which a full refund can be requested if a customer does not wish to continue with the subscription. 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. As of December 31, 2023 and 2022 our deferred revenues were
$2,703,398 and $2,074,574, respectively.

 We
generate revenue from mining bitcoin. The Company has entered into a digital asset mining pool by executing a contract, as amended from
time to time, with the mining pool operator to provide computing power to the mining pool. The contract is terminable at any time by
either party without penalty and the Company's enforceable right to compensation only begins when the Company provides computing
power to the mining pool operator. In exchange for providing computing power, we are entitled to a Full-Pay-Per-Share payout of Bitcoin
based on a contractual formula, which primarily calculates the hash rate provided by us to the mining pool as a percentage of total network
hash rate, and other inputs. We are entitled to consideration even if a block is not successfully placed by the mining pool operator.

 Providing
computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as "solving
a block") is an output of the Company's ordinary activities. The provision of providing such computing power is the only
performance obligation in the Company's contract with the mining pool operator. The transaction consideration the Company receives
is net of digital asset transaction fees kept by the mining pool operator and is noncash, in the form of Bitcoin, which the Company measures
at fair value on the date Bitcoin is received. This value is not
materially different than the fair value at the moment we meet the performance obligation, which can be recalculated based on the contractual formula. The consideration
is variable. The amount of consideration recognized is constrained to the amount of
consideration received, which is when it is probable a significant reversal will not occur. There is no significant financing
component or risk of a significant revenue reversal in these transactions due to the performance obligations and settlement of the transactions
being on a daily basis.

 Cryptocurrency

 We
generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with a third-party supplier. The various
packages included different amounts of coin with differing rates of returns and terms. The coin is delivered by a third-party supplier.
The sale of cryptocurrency packages was discontinued during the year ended December 31, 2023.

 We
recognize cryptocurrency 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 to our customers and payment is received from our customers at the time of order placement. All
customers are given two weeks to request a refund, therefore we record a customer advance on our balance sheet upon receipt of payment.
After the two weeks have passed from order placement, we request our third-party supplier to deliver coin, at which time we recognize
revenue and the amounts due to our supplier on our books. As of December 31, 2023 and December 31, 2022, our customer advances related
to cryptocurrency revenue were $0 and $96,609, respectively.

Equipment Repair Revenue

our wholly owned subsidiary, SAFETek, LLC, we repair broken mining equipment for sale to third-party customers. Our mining equipment
repair business was discontinued during the quarter ended June 30, 2023.

 We
recognize miner repair 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 the promised goods to our customers.

 Digital
Wallet Revenue

 We
generate revenue from the sale of digital wallets to our customers through an arrangement with a third-party supplier. We offer three
tiers of wallets which include different features. The digital wallets are delivered by a third-party supplier. The sale of digital wallets
to our customers was discontinued during the year ended December 31, 2022.

 We
recognize digital wallet 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 parties to provide the wallet to our customers and payment is received from our customers at the time of order
placement.

generated for the year ended December 31, 2023, was as follows:

 Cryptocurrency Revenue

 Mining Revenue

 Miner Repair Revenue

 Total

 Gross billings/receipts

 $
 60,516,836

 $
 990,785

 $

 $

 $
 72,879,156

 Refunds, incentives, credits, and chargebacks

 (4,480,784
)

 -

 -

 -

 (4,480,784
)

 Amounts paid to supplier

 -

 (477,500
)

 -

 -

 (477,500
)

 Net revenue

 $
 56,036,052

 $
 513,285

 $

 $

 $
 67,920,871

revenues for the year ended December 31, 2023 was approximately $51.1 million while domestic revenue for the year ended December 31,
2023 was approximately $16.9 million.

generated for the year ended December 31, 2022, was as follows:

 Cryptocurrency Revenue

 Mining Revenue

 Miner Repair Revenue

 Digital Wallet Revenue

 Total

 Gross billings/receipts

 $
 51,454,922

 $
 3,189,074

 $

 $
 173,980

 $
 7,156

 $
 66,621,347

 Refunds, incentives, credits, and chargebacks

 (3,194,725
)

 -

 -

 (1,924
)

 -

 (3,196,649
)

 Amounts paid to supplier

 -

 (1,574,506
)

 -

 -

 (1,288
)

 (1,575,794
)

 Net revenue

 $
 48,260,197

 $
 1,614,568

 $

 $
 172,056

 $
 5,868

 $
 61,848,904

revenues for the year ended December 31, 2022 was approximately $42.3 million while domestic revenue for the year ended December 31,
2022 was approximately $19.5 million.

 Recent
Accounting Pronouncements

 In
December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting
for and Disclosure of Crypto Assets. The amendments in ASU No. 2023-08 are intended to improve the accounting for certain crypto
assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized
in net income. The amendments also improve the information provided to investors about an entity's crypto asset holdings by requiring
disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective
for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption
is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If an entity
adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period.
ASU No. 2023-08 requires a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components
of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. The Company has
not yet adopted ASU No. 2023-08 and is currently evaluating the impact that the adoption will have on the Company's financial statement
presentation and disclosures.

 We
have noted no other 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.

 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.

 Trends,
Risks, and Uncertainties

 We
have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent,
any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should
carefully consider all such risk factors before making an investment decision with respect to our common stock.

 Cautionary
Factors That May Affect Future Results

 We
have sought to identify what we believe are significant risks to our business, but we cannot predict whether, or to what extent, any
of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise.

 Potential
Fluctuations in Annual Operating Results

 Our
annual operating results may fluctuate significantly in the future as a result of a variety of factors, most of which are outside our
control, including: the demand for our products and services; seasonal trends in purchasing, the amount and timing of capital expenditures;
price competition or pricing changes in the market; technical difficulties or system downtime; and general economic conditions.

 Our
annual results may also be significantly impacted by the accounting treatment of acquisitions, financing transactions, or other matters.
Particularly at our early stage of development, such accounting treatment can have a material impact on the results for any quarter.
Due to the foregoing factors, among others, it is likely that our operating results may fall below our expectations or those of investors
in some future quarter.

 Management
of Growth

 We
may experience growth, which will place a strain on our managerial, operational, and financial systems resources. To accommodate our
current size and manage growth if it occurs, we must devote management attention and resources to improve our financial strength and
our operational systems. Further, we will need to expand, train, and manage our sales and distribution base. There is no guarantee that
we will be able to effectively manage our existing operations or the growth of our operations, or that our facilities, systems, procedures,
or controls will be adequate to support any future growth. Our ability to manage our operations and any future growth will have a material
effect on our stockholders.

 Companies
trading on the OTCQB tier of OTC Markets, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and must be current in their reports under Section 13, to maintain price quotation privileges
on the OTCQB tier. If we fail to remain current on our reporting requirements, we could be removed from the OTCQB tier. As a result,
the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities
and the ability of stockholders to sell their securities in the secondary market.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 We
are not required to provide the information required by this item.

 Item
8. Financial Statements and Supplementary Data

 The
financial statements begin on Page F-1.

 Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic
reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's
rules and forms and to ensure that such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation,
under the supervision and with the participation of our management, including the principal executive officer and the principal financial
officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under
the Exchange Act, as of the end of the period covered by this report. Based on this evaluation management concluded that our disclosure
controls and procedures were effective as of December 31, 2023.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over
financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation
of our financial statements in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or
compliance with the policies or procedures may deteriorate.

 With
the participation of our Chief Executive Officer and Chief Financial Officer (principal financial officer), our management conducted
an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the framework in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Based on our evaluation management concluded that we maintained effective internal control over financial reporting as of December 31,
2023, based on the COSO framework criteria. Management believes our processes and controls are sufficient to ensure the consolidated
financial statements for the year ended December 31, 2023, included in this Form 10-K, were fairly stated in accordance with U.S. GAAP.

 Management's
report on internal control over financial reporting was not subject to attestation by our registered public accounting firm pursuant
to Securities and Exchange Commission rules that permit us to provide only management's report in this Annual Report on Form 10-K.

 Limitations
on Effectiveness of Controls and Procedures

 Our
management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), does not expect that
our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter
how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are
met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These
inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of
changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 Changes
in Internal Controls

the fiscal quarter ended December 31, 2023, there have been no changes in our internal control over financial reporting that have materially
affected or are reasonably likely to materially affect our internal controls over financial reporting.

 Item
9B. Other Information

the fourth quarter of the fiscal year ended December 31, 2023, no director of "officer" as defined in Rule 16a-1(f) under
the Exchange Act adopted or terminated any Rule 10b5-1 trading plan or arrangements or any non-Rule 10b5-1 trading plan or arrangements,
in both cases as defined in Item 408(a) of Regulation S-K.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Directors
and Executive Officers

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

 Name

 Age

 Position

 David
 B. Rothrock

 Chairman

 Victor
 M. Oviedo

 Chief
 Executive Officer and Director

 James
 Bell

 President,
 Acting Chief Operating Officer and Director

 Ralph
 R. Valvano

 Chief
 Financial Officer

 Jayme
 L. McWidener

 Chief
 Accounting Officer

 Myles
 Gill

 Director
 of Operations

 David
B. Rothrock has extensive executive management, board, and operational expertise in the automobile industry, fintech, financial services,
residential and commercial real estate, property management, corporate financing, private equity, utility technology, environmental remediation
services, insurance, wine retail operations and distribution, and wealth management. Mr. Rothrock is the chief executive officer of DBR
Capital, LLC. Through his leadership, guidance, and vision, in key roles as president and chief executive officer of DBR Capital LLC,
MPower Trading Systems, LLC, Cedar Crest Partners G.P. LLC, and Rothrock Motors Sales, Inc. (a group of franchised automobile dealerships),
these businesses collectively generated over $300 million in annual sales revenue. Mr. Rothrock is an active board member of charitable
organizations that support breast cancer research and women's health and fitness as well as the arts and theater in Lehigh Valley,
PA. Mr. Rothrock has a B.S. in Business Management graduating Magna Cum Laude from Widener University and holds a J.D. from the New York
Law School with bar admittance to New York, New Jersey, and Pennsylvania. Mr. Rothrock was appointed to the Board at the request of DBR
Capital, LLC, pursuant to the terms of a Voting Agreement between DBR Capital and certain key holders of our common stock dated April
27, 2020 and amended November 9, 2020. Mr. Rothrock is the sole owner of DBR Capital, LLC. See Item 13. Certain Relationships and Related
Transactions, and Director Independence. We believe Mr. Rothrock is qualified to serve as a director due to his executive management,
board, and operational expertise across multiple disciplines and industries.

 Victor
M. Oviedo has served for the past 4 years as co-founder and Managing Partner for StageLight Group, a strategic capital and advisory
firm which provides strategic capital to early and growth-stage companies. Previously, he was a Partner at SkyBridge Capital and Global
Head of Business Development & Strategy where he was directly responsible for the firm's growth, international expansion, new
business development and brand strategy initiatives. During his 12-year tenure, he was instrumental in growing the firm's assets
from $300M to $14B, acquiring their flagship fund-of-fund business and creating & launching the world-renowned SALT Conference. Prior
to joining SkyBridge, Mr. Oviedo was a Senior Consultant within Oliver Wyman's capital markets division where he focused on international
acquisitions and growth strategies for major financial institutions. In addition, he was a Manager of Strategic Growth for Kozmo –
a venture capital funded start-up. He began his career as an investment banker at Donaldson, Lufkin & Jenrette (DLJ) within the media
& communications team. Mr. Oviedo received an MBA in Finance & Entrepreneurship from the Wharton School at the University of
Pennsylvania and a MA in Advance International Studies from the Paul H. Nitze School of Advanced International Studies (SAIS) at Johns
Hopkins University. He also graduated with honors with a BSFS in International Economics from the Edmund A. Walsh School of Foreign Service
at Georgetown University. We believe Mr. Oviedo is qualified to serve as a director based on his role as our Chief Executive Officer
and his extensive management experience in the financial industry.

 James
R. Bell has extensive experience in financial management and operations with more than 30 years of experience in the capital markets.
Previously, as co-founder and chief executive officer of MPower Trading Systems, LCC, Mr. Bell was responsible for overseeing all principal
functions of the firm, including corporate strategy and deployment of initiatives, product, and partnerships. Mr. Bell has been at the
forefront of online trading since its infancy. Prior to co-founding MPower in 2004, Mr. Bell served as managing director of trading development
of thinkorswim-TD Ameritrade, Inc. from 2002-2011, where he led the company's product and technology team to develop client digital
content. Mr. Bell is co-founder and passive investor of Shadow Trader Technologies, which provides real-time digital financial research
and education content to TD Ameritrade/Charles Schwab (2004-December 31, 2023). Prior to MPower, Mr. Bell also co-founded B/C Interactive
Trading Technologies in 2001, which was ultimately sold to MPower in 2004. Prior to B/C, Mr. Bell served as SVP of Janney Montgomery
Scott, and before that position, with Morgan Stanley. Mr. Bell studied economics and business management at Frostburg State University.
Mr. Bell holds multiple business accreditations and previously held securities licenses, including FINRA Series 7, FINRA Series 55, and
FINRA Series 63. Mr. Bell was appointed to the Board at the request of DBR Capital, LLC, pursuant to the terms of a Voting Agreement
between DBR Capital and certain key holders of our common stock dated April 27, 2020 and amended November 9, 2020. We believe Mr. Bell
is qualified to serve as a director due to his extensive experience in financial management and operations.

 Ralph
R. Valvano has over 26 years of global finance and
transformation experience in the financial services industry. Mr. Valvano's prior experience included the positions of CFO/COO
of J.C. Flowers Asset Management, part of a $15 billion-dollar private equity firm, Financial Operations and Principal (FinOp) of J.C.
Flowers Securities, a FINRA registered broker-dealer, and CFO of Flowers National Bank NA. Prior to that Mr. Valvano held various roles
at JPMorgan Chase & Co. and ended his tenure as the Global Investment Bank Management Controller. Mr. Valvano began his career as
a financial services auditor for PricewaterhouseCoopers. He earned a BS in Accounting from William Paterson University, a MS in Tax from
Fairleigh Dickinson University and obtained his CPA license in 1994.

 Jayme
L. 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.

 Myles P. Gill has held several key leadership
roles and brings significant knowledge and expertise in various disciplines following an 18-year career that began as a Naval Officer.
From 2017 -2021, Mr. Gill had been President/ CIO for Mannis Operations Group, a private family office. In that role, Mr. Gill provided
strategic direction, vision, leadership, and management in all functional areas (including investments, operations, environmental, social,
governance, trust and estate planning/compliance, risk management, legal, human resources) for a $2B AUM, 23 entity single-family office.
Mr. Gill earned a Bachelor of Science degree in Mathematics and Oceanography as a Naval Officer from the United States Naval Academy.

 Our
directors are elected for a term of one year and until their successors are qualified, nominated, and elected. We currently have four
vacancies on our board of directors. Two vacancies were created by the resignations of Mario Romano and Annette Raynor and two vacancies
have never been filled after we agreed to expand the size of the board of directors to seven members in connection with the investment
of DBR Capital, LLC.

 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 six times and acted by written consent four times during the year ended December 31, 2023.

 Special
Governance Rights Associated with the Investment of DBR Capital, LLC

 In
connection with its investment, DBR Capital, LLC, has been accorded certain special governance rights, including the right to
appoint four of our seven director's positions (of which, four remain vacant) so long as it holds a convertible note or any of
our other securities. The investment agreements also require that certain capital, financial and other material actions of our board
of directors be approved by at least one DBR Capital-appointed director, who shall be David B. Rothrock if he is then serving as a
director. DBR Capital appointed David B. Rothrock and James R. Bell to two of its four nominee positions, with the other two nominee
positions remaining vacant. If we default under the investment agreements, DBR Capital, LLC, will have the right to remove any
directors it did not appoint and appoint its designees to fill all seven positions on the board of directors.

 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 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.

 Delinquent
Section 16(a) Reports

 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. Our officers, directors, and 10% stockholders made the required filings pursuant to Section 16(a) for all reports
required to be filed in the year ended December 31, 2023.

 Item
11. Executive Compensation

 Directors'
Compensation

 Our
directors were awarded compensation for their services as directors as follows:

 David
B. Rothrock currently receives board fees of $96,000 annually, to be paid in monthly amounts of $8,000.

 In
June 2022, for their service as directors of the Company, we awarded (i) Mr. Rothrock options to purchase an aggregate of 85,416,668
shares of our common stock, (ii) James R. Bell options to purchase an aggregate of 37,500,000 shares of our common stock and (iii) Victor
M. Oviedo options to purchase an aggregate of 25 million shares of our common stock. All of the options have an exercise price of $.05
per share and are subject to vesting over a five-year period following the date of grant. The options were issued in replacement of an
agreement to grant each of Mr. Rothrock, Mr. Bell and Mr. Oviedo restricted shares in 2022 – see Item 13 of this Annual Report
on Form 10-K for more information.

 In
addition, Mr. Bell and Mr. Oviedo also receive additional compensation for their service as executive officers of the Company.

 Executive
Officers' Compensation

 The
following table sets forth information concerning the annual and long-term compensation earned by our chief executive officer and to
other persons who served as executive officers as, at, or during the years ended December 31, 2023 and 2022 (the "named executive
officers"), for services as executive officers for the last two periods.

 Summary
Compensation Table

 Name and Principal Position

 Period/Year Ended

 Salary

 Stock Awards

 Option Awards

 Non-Equity Incentive Plan Compensation

 Change in Pension Value and Non-Qualified Deferred Compensation Earnings

 All Other Compensation

 Total

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Victor Oviedo [1]

 12/31/2023

 427,548

 -

 622,552
 [2]

 -

 -

 11,858
 [3]

 1,061,958

 Chief Executive Officer and Director

 12/31/2022

 371,441

 -

 451,639
 [2]

 -

 -

 9,610
 [3]

 832,690

 James Bell [4]

 12/31/2023

 345,877

 -

 768,149
 [6]

 -

 -

 36,159
 [7]

 1,150,185

 President, Chief Operating Officer, and Director

 12/31/2022

 291,073

 120,386
 [5]

 790,165
 [6]

 -

 -

 29,130
 [7]

 1,230,754

 Ralph Valvano [8]

 12/31/2023

 293,008

 -

 423,085
 [10]

 -

 -

 39,659
 [11]

 755,752

 Chief Financial Officer

 12/31/2022

 278,705

 89,711
 [9]

 379,180
 [10]

 -

 -

 57,908
 [11]

 805,504

 [1]

 On
 February 23,2022, Victor Oviedo was appointed as Chief Executive Officer.

 [2]

 Reflects
 the expense recognized in connection with the options granted to Mr. Oviedo during the year-ended December 31, 2022. On June 24,
 2022, Victor Oviedo was awarded options to purchase 20,000,000 shares, vesting in equal amounts over a five-year period, at an exercise
 price of $0.05 per share, with a seven-year life. Total stock compensation expense related to the options for the year ended December
 31, 2023 and 2022, was $622,552 and $451,639, respectively.

 [3]

 These
 other compensation amounts for the years ended December 31, 2023 and 2022 are for $1,000 and $600 of bonuses, respectively, and for
 $10,858 and $9,010 of medical and other fringe benefits, respectively.

 [4]

 On
 February 23, 2022, James Bell transitioned from acting Chief Executive Officer and was appointed President and Chief Operating Officer.

 [5]

 On
 November 9, 2020, James Bell was awarded 45,000,000 shares that vest over three years for his services as a director. The expense
 related to this issuance is being recognized based on the vesting terms which resulted in $120,386 of expense recognized during the
 twelve ended December 31, 2022. During the twelve months ended December 31, 2022, Mr. Bell surrendered 30,0000,000 of these shares
 to the Company prior to their vesting date.

 [6]

 Reflects
 the expense recognized in connection with the options granted to Mr. Bell during the year-ended December 31, 2022. On June 24, 2022,
 James Bell was awarded options to purchase 33,750,00 shares, vesting in equal amounts over a five-year period, at an exercise price
 of $0.05 per share, with a seven-year life. Total stock compensation expense related to the options for the year ended December 31,
 2023 and 2022, was $768,149 and $790,165, respectively.

 [7]

 These
 other compensation amounts for the years ended December 31, 2023 and 2022 are for $2,500 and $1,200 of bonuses, respectively, and
 for $33,659 and $27,930 of medical and other fringe benefits, respectively.

 [8]

 On
 June 7, 2021, Ralph Valvano was named Chief Financial Officer.

 [9]

 On
 June 7, 2021, Ralph Valvano was awarded 6,500,000 shares of common stock as part of his employment agreement. In accordance with
 the agreement, 20% of the shares vested upon execution of the agreement and the remaining shares vest 20% per year over the next
 four years, contingent upon Mr. Valvano's continued employment by the Company. The fair market value of these shares was $272,870
 or $0.2099 per share (the per share price on the date of issuance). The expense related to this issuance is being recognized based
 on the vesting terms per the agreement which resulted in $89,711 of expense recognized during the twelve months ended December 31,
 2022. During the twelve months ended December 31, 2022, Mr. Valvano surrendered 1,3000,000 of these shares to the Company prior to
 their vesting date.

 [10]

 Reflects
 the expense recognized in connection with the options granted to Mr. Valvano during the year-ended December 31, 2022. On June 24,
 2022, Ralph Valvano was awarded options to purchase 37,500,000 shares, vesting in equal amounts over a five-year period, at an exercise
 price of $0.05 per share, with a seven-year life. Total stock compensation expense related to the options for the year ended December
 31, 2023 and 2022, was $423,085 and $397,180, respectively.

 [11]

 These
 other compensation amounts for the years ended December 31, 2023 and 2022 were for $6,000 and $27,500 of bonuses, respectively, and
 for $33,659 and $30,408 of medical and other fringe benefits, respectively.

 Outstanding
Equity Awards at Fiscal Year-End

 As
of December 31, 2023, the following stock option awards were issued and exercisable for the Company's executive officers.

 Options

 Options

 Holder

 Outstanding

 Exercisable

 David B. Rothrock, Chairman

 85,416,665

 50,416,665

 Victor Oviedo, CEO and Director

 100,000,000

 20,000,000

 James R. Bell, President, COO and Director

 112,500,000

 52,500,000

 Myles P. Gill, Director of Operations

 25,000,000

 5,000,000

 Ralph Valvano, CFO

 37,500,000

 9,125,000

 360,416,665

 137,041,665

 Employment
Agreements

 On
September 6, 2019, the Company entered into an Employment Agreement with Jayme McWidener that became effective September 15, 2019, appointing
her as Chief Financial Officer. The Employment Agreement has a term of two years commencing on the effective date and automatically renews
for one-year periods for three consecutive years, unless terminated prior to the 90 th day following the expiration of the
applicable term. Compensation for the position is $175,000 per year plus expenses. Other consideration is 20,000,000 restricted shares
of the Company's common stock vesting over a two-year period with one third vesting upon issuance and one third vesting on each
of the next two anniversaries. On June 7, 2021, the Company amended the September 6, 2019 Employment Agreement to appoint Ms. McWidener
as Chief Accounting Officer.

 On
June 4, 2021, we entered into an Employment Agreement with Ralph Valvano to take effect June 7, 2021, appointing him as the Chief Financial
Officer of Investview, Inc. The contract has a term of one year commencing on the effective date and automatically renews for one-year
periods for four consecutive years, unless terminated. Compensation for the position is $225,000 per year. Other consideration was 6,500,000
restricted shares of the Company's common stock vesting over a five-year period with 20% vesting upon each annual anniversary of
employment. On or about June 24, 2022, we entered into an amended and restated employment agreement with Mr. Valvano pursuant to which
he will receive an annual salary of $285,000 with additional quarterly incentive cash and common stock bonuses to be paid if certain
target key performance indicators are achieved. In addition, Mr. Valvano shall be eligible to receive: (i) periodic cash and common stock
"Market Capitalization" bonuses once we achieve certain pre-determined minimum levels of market capitalization, share price
and trading volume; and (ii) a one-time cash "Up-Listing" bonus upon our shares being listed on the Nasdaq Stock Market,
the New York Stock Exchange, the NYSE American or such other national stock exchange as approved by the board of directors (or committee
thereof). We have also agreed to grant Mr. Valvano options to purchase 37,500,000 shares of common stock at an exercise price of $.05
per share, subject to a seven-year term and vesting over a five-year period. Mr. Valvano surrendered all rights in and to the prior grant
of restricted shares he had received.

 On
February 10, 2022, we entered into an employment agreement with Victor M. Oviedo, our new Chief Executive Officer. Mr. Oviedo will receive
an annual salary of $415,000 with additional quarterly incentive cash and common stock bonuses to be paid if certain target key performance
indicators are achieved. In addition, Mr. Oviedo shall be eligible to receive: (i) periodic cash and common stock "Market Capitalization"
bonuses once we achieve certain pre-determined minimum levels of market capitalization, share price and trading volume; and (ii) a one-time
cash "Up-Listing" bonus upon our shares being listed on the Nasdaq Stock Market, the New York Stock Exchange, the NYSE American
or such other national stock exchange as approved by the board of directors (or committee thereof). During June 2022, in connection with
his services to the Company as an executive officer, we awarded to Mr. Oviedo options to purchase an aggregate of 100 million shares
of our common stock at an exercise price of $.05 per share. The options are subject to a seven-year term and vest over a five-year period
following the date of grant. Additional options were granted to Mr. Oviedo in connection with his service to the Company as a member
of its Board of Directors. See "Directors' Compensation" above.

 On
February 22, 2022, we entered into an employment with our President and Acting Chief Operating Officer, James R. Bell. Mr. Bell will
receive an annual salary of $335,000 with additional quarterly incentive cash and common stock bonuses to be paid if certain target
key performance indicators are achieved. In addition, Mr. Bell shall be eligible to receive: (i) periodic cash and common stock
"Market Capitalization" bonuses once we achieve certain pre-determined minimum levels of market capitalization, share
price and trading volume; and (ii) a one-time cash "Up-Listing" bonus upon our shares being listed on the Nasdaq Stock
Market, the New York Stock Exchange, the NYSE American or such other national stock exchange as approved by the board of directors
(or committee thereof). During June 2022, in connection with his services to the Company as an executive officer, we awarded to Mr.
Bell options to purchase an aggregate of 75 million shares of our common stock at an exercise price of $.05 per share. The options
are subject to a seven-year term and vest over a five-year period following the date of grant. Additional options were granted to
Mr. Bell in connection with his service to the Company as a member of its Board of Directors. See "Directors'
Compensation" above.

 On
February 22, 2022, we entered into an employment agreement with our Director of Operations, Myles Gill. Mr. Gill will receive an annual
salary of $250,000 with additional quarterly incentive cash and common stock bonuses to be paid if certain target key performance indicators
are achieved. In addition, Mr. Gill shall be eligible to receive: (i) periodic cash and common stock "Market Capitalization"
bonuses once the Company achieves certain pre-determined minimum levels of market capitalization, share price and trading volume; and
(ii) a one-time cash "Up-Listing" bonus upon our shares being listed on the Nasdaq Stock Market, the New York Stock Exchange,
the NYSE American or such other national stock exchange as approved by the board of directors (or committee thereof). During June 2022,
in connection with his services to the Company as an executive officer, we awarded to Mr. Gill options to purchase an aggregate of 25
million shares of our common stock at an exercise price of $.05 per share. The options are subject to a seven-year term and vest over
a five-year period following the date of grant.

 We
have also entered into indemnification agreements with our current named executive officers and directors.

 Potential
Payments Upon Termination of Employment or Change in Control

 Employment
Agreements

 The
employment agreements with our named executive officers contain severance provisions, including in connection with a change of control,
intended to induce these executives to continue employment with our Company and to retain them and provide consideration to them for
certain restrictive covenants that apply following a termination of employment.

 Under
each of our employment agreements with Messrs. Oviedo, Bell, Valvano and Gill, we may terminate the agreement at any time. If we terminate
the agreement due to the executive's disability or death, the executive's unvested options that are scheduled to vest during
the period from the date of termination through the next scheduled vesting date will immediately vest and the remaining unvested options
shall terminate and be forfeited, and we must pay to the executive or his estate, no later than 90 days following his termination, any
quarterly cash bonuses, market capitalization bonuses, up-listing cash bonuses that he earned for any fiscal quarters prior to the termination
of his employment, as well as a lump sum amount in cash equal to 6 months base salary. If the executive terminates the agreement for
good reason or we terminate for any reason other than for cause, (i) we must pay to the executive an amount equal to his base salary
as salary continuation payments over six months if his termination occurs on or before the first anniversary of his employment or, for
Mr. Oviedo, over twelve months if his termination occurs after the first anniversary of his employment; (ii) his unvested options that
are scheduled to vest during the severance period will immediately vest and the remaining unvested options shall terminate and be forfeited;
(iii) we must pay to the executive, no later than 90 days following his termination, any quarterly cash bonuses, market capitalization
bonuses, up-listing cash bonuses that he earned for any fiscal quarters prior to the termination of his employment; and (iv) we shall
pay or reimburse him for his and his covered dependents continued coverage under our group medical, dental and health plans during the
applicable severance period. The employment agreements with Messrs. Oviedo, Bell, Valvano and Gill also contain a change of control provision
whereby the executive's unvested options shall immediately vest if his employment is terminated without cause or for good reason
within 12 months of a change in control. For purposes of these employment agreements, the term "change in control" is as
defined in our 2022 Incentive Plan. The receipt of any severance by these executives is conditioned upon his execution of a broad release
of claims.

 Other
Change in Control Arrangements

 The
Investview, Inc. 2022 Incentive Plan under which awards have been issued to our named executive officers and directors contains "change
in control" provisions. Under the 2022 Incentive Plan, without limiting the authority of the Board or a committee delegated authority
by the Board to adjust awards, if a "change in control" of the Company occurs, then, unless otherwise provided in the award
or other agreement, if an award is continued, assumed or substituted by the successor entity, the award will not vest or lapse solely
as a result of the change of control but will instead remain outstanding under the terms pursuant to which it has been continued, assumed
or substituted and will continue to vest or lapse pursuant to such terms.

 Item
12. Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters

 The
following table sets forth certain information, as of March 29, 2024, respecting the beneficial ownership of our outstanding common stock
by: (i) any holder of more than 5%; (ii) each of the Named Executive Officers and directors; and (iii) our directors and Named Executive
Officers as a group, based on 1,860,981,786 shares of common stock outstanding as of March 29, 2024. Except as otherwise indicated, each
stockholder listed below has sole voting and investment power over the shares beneficially owned:

 Name of Beneficial Owner (1)

 Common Stock
 Beneficially
 Owned

 Percentage of
 Common Stock (2)

 Principal Stockholders:

 DBR Capital, LLC (3)

 471,428,572

 20.21
 %

 MPower Trading Systems, LLC

 565,000,000

 23.29
 %

 Brian McMullen (4)

 290,000,000

 15.58
 %

 Joseph Hagan (5)

 203,981,945

 10.96
 %

 Directors and Officers:

 David B. Rothrock, Chairman (6)

 1,107,061,903

 37.44
 %

 Victor M. Oviedo, CEO and Director (7)

 40,000,000

 2.10
 %

 James R. Bell, President, COO, and Director (8)

 77,820,000

 4.04
 %

 Myles P. Gill, Director of Operations (9)

 10,000,000

 *

 Ralph R. Valvano, CFO (10)

 15,000,000

 *

 Jayme L. McWidener, CAO (11)

 13,333,334

 *

 All Officers and Directors as a group (6 persons) (6)(7)(8)(9)(10)(11)

 1,263,215,237

 40.89
 %

 *

 Less
 than 1%.

 (1)

 Except
 as otherwise indicated, the address of each beneficial owner is c/o Investview Inc., 521 W. Lancaster Avenue, 2 nd Floor,
 Haverford, PA 19041.

 (2)

 Applicable
 percentage ownership is based on 1,860,981,786 shares of common stock outstanding as of March 29, 2024, together with securities
 exercisable or convertible into shares of common stock within 60 days of that date, for each stockholder.

 (3)

 Reflects
 the shares issuable, if at all, upon the conversion of $3.3 million of convertible notes issued to DBR Capital in 2020. DBR Capital
 is controlled by Company Chairman, David Rothrock.

 (4)

 Brian
 McMullen (5348 Vegas Drive #1342, Las Vegas NV 89108) beneficially owns 90,000,000 shares through an entity he controls, plus 200,000,000
 shares owned personally.

 (5)

 Joseph
 Hagan owns 199,683,274 shares through two entities he controls, plus 4,298,671 shares owned personally.

 (6)

 David
 B. Rothrock is deemed to be the beneficial owner of 471,428,572 shares issuable upon the conversion of Convertible Notes in the amount
 of $3,300,000 issued to DBR Capital, LLC, because Mr. Rothrock is the sole owner of DBR Capital. As the managing member of MPower
 Trading Systems, LLC and as part of the acquisition of the operating assets and intellectual property rights of MPower Trading Systems,
 LLC, Mr. Rothrock is also deemed the beneficial owner of 565 million non-voting membership interests in our wholly owned subsidiary
 IFGH, which are redeemable in the future for 565 million shares of the Company. Mr. Rothrock also owns 11,466,666 shares and vested
 options to purchase 59,166,665 shares.

 (7)

 Includes
 vested options to purchase 40,000,000 shares.

 (8)

 Includes
 10,320,000 shares and vested options to purchase 67,500,000 shares.

 (9)

 Includes
 vested options to purchase 10,000,000 shares.

 (10)

 Includes
 vested options to purchase 15,000,000 shares.

 (11)

 Ms.
 McWidener personally owns 13,333,334 shares of common stock.

 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.

 Material
Agreement Regarding Stock Ownership

 We
have entered into a Lock-Up agreement dated March 22, 2021, with all of our current and former officers, directors, and certain of our
significant shareholders, covering an aggregate of approximately 381,205,961 shares of our common stock. The Lock-Up agreement will run
through the earlier of April 25, 2025, the date we complete a liquidation, merger, stock exchange, or similar transaction resulting in
all our shareholders having the right to exchange their shares of common stock for cash, securities, or other property, or the date we
determine to release some or all of the shares of common stock from the Lock-Up Agreement. The Lock-Up Agreement does provide for limited
resale provisions if certain price per share and trading volume benchmarks are met.

 Equity
Compensation Plans

 The
following table summarizes the equity compensation plans under which our securities may be issued as of December 31, 2023:

 Plan Category

 Number of
 Securities to be
 Issued upon Exercise of
 Outstanding Options,
 Warrants and Rights
 (a)

 Weighted-Average
 Exercise Price of
 Outstanding Options,
 Warrants and Rights
 (b)

 Number of Securities
 Remaining Available
 for Future Issuance under
 Equity Compensation Plans
 (excluding securities
 reflected in column (a))
 (c)

 Equity compensation plans approved by security holders

 —

 —

 —

 Equity compensation plans not approved by security holders

 —

 —

 237,500,000

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 Convertible
Note Financing Arrangements with DBR Capital, LLC

 On
April 27, 2020, we entered into a Securities Purchase Agreement and related agreements with DBR Capital, LLC ("DBR Capital"),
a company wholly owned by David B. Rothrock, the Chairman of our Board of Directors. Pursuant to this Securities Purchase Agreement,
between April 27 and November 9, 2020, we received aggregate proceeds of $3,300,000 from DBR Capital, and entered into three convertible
promissory notes in support thereof. Each note is secured by collateral of the Company and its subsidiaries. The notes bear interest at rates between 20% and 38.5% per annum, payable monthly, with the principal
for each note due and payable on April 27, 2030. Each note is convertible into our common stock at a conversion price of $0.007 per share
by DBR Capital at any time prior to their maturity or by the Company if certain benchmarks relating to the trading price and volume of
the common stock are met. During the years ended December 31, 2023 and December 31, 2022 we made aggregate payments of interest to DBR
Capital in the amounts of $900,516 and $975,560, respectively.

 In
addition, DBR Capital has the right to purchase additional convertible promissory notes in additional tranches of $5.7 million and $2.0
million. Pursuant to November 2021 and August 12, 2022 amendments to the Securities Purchase Agreement, the deadlines for closing loans
for these additional tranches, which were originally December 31, 2021 and December 31, 2022, respectively, were extended until December
31, 2024.

 In
connection with the April 27, 2020 Securities Purchase Agreement and related agreements, Messrs. Rothrock and Bell were appointed as
DBR Capital's designees to our Board of Directors. On November 9, 2020, the Securities Purchase Agreement and related transaction
documents were amended to, among other things, expand our Board of Directors to seven members, leaving two seats vacant, and to allow
DBR Capital to fill those vacancies and remove directors in the event of default under the transaction documents.

 Separation,
Stock Purchase, and Release Agreements with Two Former Officers and Directors

 On
January 6, 2022, we entered into a Separation and Release Agreement (the "Separation Agreements") with Mario Romano and Annette
Raynor, two of the Company's founders and former members of management and the Board of Directors, and Wealth Engineering, LLC,
an affiliate of Mr. Romano and Ms. Raynor. Under the Separation Agreements, Mr. Romano and Ms. Raynor resigned their positions as officers
and directors of the Company effective immediately upon execution of the Separation Agreements as they each transitioned to the roles
of consultants to the Company. Mr. Romano and Ms. Raynor provided consulting services to the Company in their roles from January 6, 2022,
through the elimination of these positions on or about July 14, 2023. In conjunction with the Separation Agreements, Mr. Romano and Ms.
Raynor forfeited 150,000,000 shares, in total, which were returned to the Company and cancelled. The Company also repurchased a total
of 43,101,939 shares from Mr. Romano and Ms. Raynor in exchange for cash of $1,724,008, which was paid to federal and state taxing authorities
on behalf of Wealth Engineering, LLC as payment for the estimated federal and state taxes that Wealth Engineering, LLC may be subject
to in connection with the vesting of 63,333,333 Company restricted shares that vested on July 22, 2021.

 On
September 29, 2023, we closed on the purchase in a private transaction of shares of our common stock under the terms of a Stock Purchase
and Release Agreement, dated September 18, 2023 (the "2023 Agreement"). Under the 2023 Agreement, the Company purchased for
surrender in a series of private transactions, an aggregate of 302,919,223 shares of the Company's common stock (the "2023
Purchased Shares") from sellers consisting of Mario Romano and Annette Raynor, two of the Company's founders and former members
of management and the Board of Directors, and a series of their family members and related entities (collectively, the 2023 "Sellers").
The 2023 Purchased Shares were purchased for aggregate consideration of $2,922,380, equating to a price of $0.00964739 per share, representing a discount of approximately 52.5% to the average market
price at the time of the closing. One-eighth
of the purchase price was paid within seven (7) days of the closing, with the balance payable in a series of equal quarterly payments
over seven (7) consecutive quarters thereafter.

 In
addition to the cash consideration for the 2023 Purchased Shares, the Company also agreed to cover a limited amount of the legal fees
incurred by the 2023 Sellers in the transaction, as well as provide Mr. Romano and Ms. Raynor with a $250,000 expense allowance, payable
in installments, to cover legal fees and other expenses on a non-accountable basis, in connection with any matters that may arise in
which either or both of Mr. Romano and/or Ms. Raynor served as officers and directors of the Company. In return, Mr. Romano and Ms. Raynor
agreed to waive any future entitlement, if at all, to indemnification of costs and expenses, including legal fees under Nevada law or
otherwise arising from or relating to any period in which Romano or Raynor were officers and directors of the Company.

 The
consideration paid for the Purchased Shares of $2,922,380 plus the $250,000 expense allowance was allocated to the share purchase for
a total of $3,172,380.

 Forfeiture
of Shares

the year ended December 31, 2022, we recorded 69,833,334 shares as forfeited as a result of 1) our Chief Financial Officer returning
1,300,000 shares to the Company prior to their vesting date and 2) our senior management team and board of directors unanimously agreeing
to surrender and terminate an aggregate of 68,533,334 outstanding unvested restricted shares and 218,500,000 ungranted shares in exchange
for the issuance of options to purchase 360,416,665 shares.

 Executive
Compensation Restructuring

 On
June 24, 2022, we undertook to restructure unvested incentive equity awards previously granted to our senior leadership team. The Company's
senior management team and board of directors unanimously agreed to surrender and terminate an aggregate of approximately 288 million
outstanding unvested restricted shares in exchange for the issuance of options to purchase approximately 360 million shares, vesting
in equal amounts over a five-year period, at an exercise price of $0.05 per share, or approximately a 66% premium over the closing price
of the Company's shares on Thursday, June 23, 2022. The exercise price and number of options into which the unvested restricted
shares were surrendered (based on an exchange ratio of 1.25 to 1) were established by an independent valuation firm engaged by the Company
that applied relevant valuation methodologies in a manner consistent with the Company's recently completed December 31, 2021 audit.
Of particular note, the shares issuable, if at all, upon exercise of the options, remain subject to the terms of the Company's
existing lock-up agreement through April 2025.

 As
part of the restructuring, for their service as directors of the Company, we awarded (i) David B. Rothrock options to purchase an aggregate
of 85,416,668 shares of our common stock, (ii) James R. Bell options to purchase an aggregate of 37,500,000 shares of our common stock
and (iii) Victor M. Oviedo options to purchase an aggregate of 25 million shares of our common stock. All of the options have an exercise
price of $.05 per share and are subject to vesting over a five-year period following the date of grant.

 Additionally,
in connection with their service as executive officers of the Company, we awarded (i) Mr. Oviedo options to purchase an aggregate
of 100 million shares of our common stock, (ii) Mr. Bell options to purchase an aggregate of 75 million shares of our common stock and
(iii) Myles Gill options to purchase an aggregate of 25 million shares of our common stock. All of the options have an exercise price
of $.05 per share and are subject to a seven-year term and vest over a five-year period following the date of grant.

 Purchase
of Company Shares in a Private Transaction

 On
February 7, 2024, we closed on the purchase in a private transaction of shares of our common stock under the terms of a Stock Purchase
and Release Agreement, dated February 6, 2024 (the "2024 Agreement"). Under the 2024 Agreement, the Company repurchased for
surrender and cancellation a total of 472,374,710 shares of the Company's common stock (the "2024 Purchased Shares")
from Ryan Smith and Chad Miller and certain of their respective affiliates and family members (collectively, the "2024 Sellers").
The 2024 Purchased Shares were purchased for an aggregate purchase price of $3,571,146, representing a price of $0.007559985 per share, representing a discount of approximately 57.6% to the average market
price at the time of the closing.
One-eighth of the purchase price was paid within seven (7) days of the closing, with the balance payable in a series of equal quarterly
payments over seven (7) consecutive quarters thereafter.

 Item
14. Principal Accountant Fees and Services

 The
following is a summary of the fees billed to us for professional services rendered for the following periods:

 Audit Fees

 $
 165,000

 $
 122,600

 Audit Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total

 $
 165,000

 $
 122,600

 Audit
Fees. Consists of fees billed for professional services rendered for the audit of our consolidated financial statements and review
of the interim consolidated financial statements included in quarterly reports and services in connection with statutory and regulatory
filings or engagements.

 Audit-Related
Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review
of our consolidated financial statements and are not reported under "Audit Fees."

 Tax
Fees. Consists of fees billed for professional services for tax compliance, tax advice, and tax planning.

 All
Other Fees. Consists of fees for products and services other than the services reported above.

 Policy
on Audit Committee Preapproval of Audit and Permissible Non-Audit Services of Independent Auditors

 We
do not have a designated Audit Committee, and accordingly, our board of directors' policy is to preapprove all audit and permissible
non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services,
and other services. Preapproval is generally provided for up to one year and any preapproval is detailed as to the particular service
or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically
report to the Company's board of directors regarding the extent of services provided by the independent auditors in accordance
with this pre-approval, and the fees for the services performed to date. The board of directors may also preapprove particular services
on a case-by-case basis.

 Item
15. Exhibits and Financial Statement Schedules

 Title

 Item

 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

 by reference to the Current Report on Form 8-K filed April 6, 2017

 Item

 Articles
 of Incorporation and Bylaws

 3.01

 Articles of Incorporation

 by reference to the Form 10-SB filed August 12, 1999

 3.02

 Articles
 of Amendments to the Articles of Incorporation

 by reference to the Form 10-SB filed August 12, 1999

 3.03

 Bylaws

 by reference to the Form 10-SB filed August 12, 1999

 Title

 3.04

 Certificate of Change filed pursuant to NRS 78.209

 by reference to the Current Report on Form 8-K filed April 6, 2012

 3.05

 Articles of Merger filed pursuant to NRS 92.A.200

 by reference to the Current Report on Form 8-K filed April 6, 2012

 3.06

 Certificate of Amendment to Articles of Incorporation

 This

 3.07

 Certificate of Amendment to Articles of Incorporation

 This filing.

 Item

 Instruments
 Defining the Rights of Security Holders, including indentures

 4.01

 Common Stock Specimen

 by reference to the Registration Statement on Form S-1 filed January 12, 2018

 Item

 Material
 Contracts

 10.50

 Convertible Promissory Note, dated as of July 23, 2019

 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

 by reference to the Current Report on Form 8-K filed September 12, 2019

 10.55.1

 Certificate of Amendment of Certificate of Designation of Designation of 13% Series B Cumulative Redeemable Perpetual Preferred Stock, as Amended, filed herewith

 Filed
 with the POS AM as filed with the SEC on June 2, 2020.

 10.57

 Common Stock Purchase Warrant

 Filed
 with the S-1/A on March 3, 2020.

 10.58

 Form of Warrant Exercise

 Filed
 as part of Exhibit 10.57.

 10.63.1

 Securities Purchase Agreement between Investview, Inc., and DBR Capital, LLC dated as of April 27, 2020

 by reference to the Current Report on Form 8-K filed on April 30, 2020

 10.63.2

 Voting Rights Agreement between certain Investview, Inc. stockholders and DBR Capital, LLC dated as of April 27, 2020

 Incorporated by reference to the Current Report on Form 8-K filed on April
30, 2020

 10.63.3

 Lock-up Agreement between certain Investview, Inc., stockholders and DBR Capital, LLC dated as of April 27, 2020

 Incorporated by reference to the Current Report on Form 8-K filed on April
30, 2020

 10.63.4

 Investor Rights Agreement between Investview, Inc., and DBR Capital, LLC dated as of April 27, 2020

 Incorporated by reference to the Current Report on Form 8-K filed on April
30, 2020

 10.63.5

 Convertible Secured Promissory Note by Investview, Inc., and DBR Capital, LLC dated as of April 27, 2020

 Incorporated by reference to the Current Report on Form 8-K filed on April
30, 2020

 10.64

 Consent of Holders of Series B Preferred

 Filed
with the POS AM as filed with the SEC on June 2, 2020

 Title

 10.65

 Convertible Secured Promissory Note by Investview, Inc., and DBR Capital, LLC, dated as of May 27, 2020

 by reference to the Current Report on form 8-K filed on June 2, 2020

 10.66

 Amended and Restated Securities Purchase Agreement dated November 9, 2020

 10.67

 Convertible Promissory Note dated November 9, 2020

 10.68

 Amended and Restated Convertible Secured Promissory Note in the Amount of $1,300,000 dated November 9, 2020 (originally dated April 27, 2020)

 10.69

 Amended and Restated Convertible Secured Promissory Note in the Amount of $700,000 dated November 9, 2020 (originally dated May 27, 2020)

 10.70

 First Amendment to Investor Rights Agreement of April 27, 2020, dated November 9, 2020

 10.71

 First Amendment to Voting Agreement of April 27, 2020, dated November 9, 2020

 10.72

 Guaranty and Collateral Agreement dated May 15, 2020

 10.74

 Cover Letter and Restricted Shares Award Agreement for David Rothrock

 10.75

 Cover Letter and Restricted Shares Award Agreement for James Bell

 10.78

 Joinder Agreement dated December 23, 2020

 by reference to the Current Report on form 8-K filed on December 31, 2020

 10.79

 Promissory Note in the Amount of $1,000,000 with Joe Cammarata, dated January 30, 2020, First Amendment to the $1,000,000 Promissory Note dated January 31, 2020 and Second Amendment to the $1,000,000 Promissory Note dated January 30, 2020

 by reference to the periodic report on Form 10-Q filed February 26, 2021

 Title

 10.81

 Securities Purchase Agreement between Investview Financial Group Holdings, LLC, Investview, Inc., and the Purchasers Listed on Schedule A dated as of March 22, 2021.

 by reference to the Current Report on Form 8-K filed on March 26, 2021

 10.82

 Securities Purchase Agreement between Investview MTS, LLC, Investview Financial Group Holdings, LLC, Investview, Inc., and MPower Trading Systems LLC dated as of March 22, 2021.

 by reference to the Current Report on Form 8-K filed on March 26, 2021

 10.83

 Working Capital Promissory Note by Investview, Inc., dated as of March 22, 2021.

 by reference to the Current Report on Form 8-K filed on March 26, 2021

 10.87

 Lock-Up Agreement

 by reference to the periodic report on Form 10-K filed on June 29, 2021

 10.88

 Second Amendment to Amended and Restated Securities Purchase Agreement dated as of November 9, 2020

 by reference to the Current Report on Form 8-K filed on June 2, 2021

 10.89

 Employment Agreement between Investview, Inc., and Ralph R. Valvano, effective as of June 7, 2021

 by reference to the Current Report on Form 8-K filed on June 9, 2021

 10.90

 Amendment to Employment Agreement between Investview, Inc., and Jayme McWidener, effective as of June 7, 2021

 by reference to the Current Report on Form 8-K filed on June 9, 2021

 Title

 10.91

 Amended and Restated Securities Purchase Agreement between and among Investview MTS, LLC, Investview Financial Group Holdings, LLC, Investview, Inc., and MPower Trading Systems, LLC dated as of September 3, 2021

 by reference to the Current Report on Form 8-K filed on September 10, 2021

 10.92

 Bill of Sale, Assignment and Assumption between Investview MTS, LLC, and MPower Trading Systems, LLC dated as of September 3, 2021

 by reference to the Current Report on Form 8-K filed on September 10, 2021

 10.93

 Registration Rights Agreement dated as of September 3, 2021

 by reference to the Current Report on Form 8-K filed on September 10, 2021

 10.94

 Debt Conversion Agreement between Investview, Inc. and Joseph Cammarata, effective as of March 30, 2021

 by reference to the Current Report on Form 8-K filed on September 29, 2021

 10.95

 Convertible Promissory Note due March 30, 2022, dated March 30, 2021

 by reference to the Current Report on Form 8-K filed on September 29, 2021

 10.96

 Amendment One to Convertible Promissory Note dated March 30, 2021

 by reference to the Current Report on Form 8-K filed on September 29, 2021

 10.97

 Third Amendment to Amended and Restated Securities Purchase Agreement dated as of November 9, 2020

 by reference to the Quarterly Report on Form 10-Q filed on November 22, 2021

 10.98

 Separation and Release Agreement by and among Investview, Inc., and Mario Romano and Wealth Engineering, LLC, dated as of January 6, 2022

 by reference to the Current Report on Form 8-K filed on January 10, 2022

 10.99

 Separation and Release Agreement by and among Investview, Inc., and Annette Raynor and Wealth Engineering, LLC, dated as of January 6, 2022

 by reference to the Current Report on Form 8-K filed on January 10, 2022

 10.100

 Employment Agreement between Investview, Inc., and Victor M. Oviedo, dated as of February 10, 2022

 Title

 10.101

 Indemnification Agreement between Investview, Inc., and Victor M. Oviedo, dated as of February 10, 2022

 10.102

 Victor M. Oviedo Joinder to Lock-Up Agreement dated March 22, 2021

 10.103

 Employment Agreement between Investview, Inc., and James R. Bell, dated as of February 22, 2022

 10.104

 Employment Agreement between Investview, Inc., and Myles Gill, dated as of February 21, 2022

 10.105

 Myles Gill Joinder to Lock-Up Agreement dated March 22, 2021

 10.106

 Form of Executive Indemnification Agreement in Use as of February 2022

 10.107

 Investview, Inc., 2022 Incentive Plan

 10.110

 Non-Statutory Option Award and Non-Statutory Option Award Agreement for David B. Rothrock #1

 10.111

 Non-Statutory Option Award and Non-Statutory Option Award Agreement for David B. Rothrock #2

 Title

 10.112

 Amendment to Employment Agreement with Victor Oviedo

 10.113

 Non-Statutory Option Award and Non-Statutory Option Award Agreement for Victor Oviedo #1

 10.114

 Non-Statutory Option Award and Non-Statutory Option Award Agreement for Victor Oviedo #2

 10.115

 Amendment to Employment Agreement with James R. Bell

 10.116

 Non-Statutory Option Award and Non-Statutory Option Award Agreement for James R. Bell #1

 10.117

 Non-Statutory Option Award and Non-Statutory Option Award Agreement for James R. Bell #2

 10.118

 Amendment to Employment Agreement with Myles Gill

 10.119

 Non-Statutory Option Award and Non-Statutory Option Award Agreement for Myles P Gill

 10.120

 Amended and Restated Employment Agreement with Ralph Valvano

 10.121

 Non-Statutory Option Award and Non-Statutory Option Award Agreement for Ralph Valvano #1

 10.122

 Non-Statutory Option Award and Non-Statutory Option Award Agreement for Ralph Valvano #2

 10.123

 Fourth Amendment to Amended and Restated Securities Purchase Agreement dated as of November 9, 2020

 by reference to the Quarterly Report on Form 10-Q filed on August 15, 2022

 10.124

 Stock Purchase and Release Agreement dated September 18, 2023

 by reference to the Current Report on Form 8-K filed on October 4, 2023

 10.125

 Stock Purchase and Release Agreement dated February 6, 2024

 by reference to the Current Report on Form 8-K filed on February 9, 2024

 Title

 Item

 Subsidiaries
 of the Registrant

 21.01

 Schedule of Subsidiaries

 by reference to Amendment No. 2 to the Registration Statement on Form S-1/A filed March 11, 2019

 Item

 Consents
 of Experts and Counsel

 23.01

 Consent of M&K CPAs

 This

 Item

 Rule
 13a-14(a)/15d-14(a) Certifications

 31.01

 Rule 13a-14(a) Certification of Principal Executive Officer

 This

 31.02

 Rule 13a-14(a) Certification of Principal Financial Officer

 This

 Item

 Section
 1350 Certifications

 32.01

 Section 1350 Certification of the Principal Executive Officer

 This

 32.02

 Section 1350 Certification of the Principal Financial Officer

 This

 Item

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 *

 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 this annual report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act and otherwise
are not subject to liability.

 Item
16. Form 10-K Summary

 Not
included.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Investview
 Inc.

 Dated:

 By:

 /s/
 Victor M. Oviedo

 Victor
 M. Oviedo

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 Dated:

 By:

 /s/
 Ralph R. Valvano

 Ralph
 R. Valvano

 Chief
 Financial Officer

 (Principal
 Financial Officer and Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 SIGNATURE

 TITLE

 DATE

 /s/ Victor M. Oviedo

 Chief Executive Officer and Director

 Victor M. Oviedo

 (Principal Executive Officer)

 /s/ Ralph R. Valvano

 Chief Financial Officer

 Ralph R. Valvano

 (Principal Financial and Accounting Officer)

 /s/ James Bell

 President, Chief Operating Officer

 James Bell

 and Director

 /s/ David B. Rothrock

 Chairman

 David B. Rothrock

 FORMING
A PART OF ANNUAL REPORT

 PURSUANT
TO THE SECURITIES EXCHANGE ACT OF 1934

INC.

to Consolidated Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 2738)

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations and Other Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022

 Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Shareholders of Investview, Inc.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Investview, Inc. (the Company) as of December 31, 2023 and 2022, and the
related consolidated statements of operations and other comprehensive income (loss), stockholders' equity (deficit), and cash flows
for the years ended and the related notes to the consolidated financial statements. In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of
its operations and its cash flows for the year ended in conformity with accounting principles generally accepted in the United States
of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audit. 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 audit 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 consolidated 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 audit, 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
audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material
to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical
audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Recognition

 The
Company generates revenues from the mining of Bitcoin that requires significant judgements with regard to how the revenues are recognized.
As discussed in the notes to the financial statements, management's estimate of the consideration received and recognized from
its cryptocurrency mining activities is considered variable.

 Given
the intricate technological considerations and complexities inherent in cryptocurrency transactions, the assessment of mining revenues
requires a nuanced understanding of cryptocurrency technology, transaction processes, verification procedures, and valuation methodologies.
As such, Auditing management's evaluation of the accounting for mining revenues recognized involved significant judgement and subjectivity
due to technological considerations and complexity of cryptocurrency transactions.

 We
evaluated the appropriateness and accuracy of management's assessment in relation to our understanding of cryptocurrency technology,
evaluation of transaction processes, verification of transactions, and assessment of valuation methods.

 /s/
 M&K CPAS, PLLC

 We
have served as the Company's auditor since 2021.

 The
Woodlands, TX

 March
29, 2024

 F- 2

 INVESTVIEW, INC.

 CONSOLIDATED BALANCE SHEETS

 2023

 2022

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 20,912,276

 $
 20,317,253

 Restricted cash, current

 230,354

 931,540

 Prepaid assets

 492,607

 366,561

 Receivables

 2,232,725

 1,255,542

 Inventory

 -

 249,480

 Income tax paid in advance

 -

 535,932

 Other current assets

 585,632

 2,360,957

 Total current assets

 24,453,594

 26,017,265

 Fixed assets, net

 6,536,823

 8,508,274

 Other assets:

 Restricted cash, long term

 -

 240,105

 Other restricted assets, long term

 -

 113,139

 Operating lease right-of-use asset

 110,427

 223,692

 Deposits

 2,588,127

 473,598

 Total other assets

 2,698,554

 1,050,534

 Total assets

 $
 33,688,971

 $
 35,576,073

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:

 Accounts payable and accrued liabilities

 $
 5,854,093

 $
 4,608,786

 Payroll liabilities

 187,419

 197,300

 Income tax payable

 1,004,535

 240,603

 Customer advance

 -

 96,609

 Deferred revenue

 2,703,398

 2,074,574

 Derivative liability

 5,732

 Dividend liability

 256,392

 236,630

 Operating lease liability, current

 109,628

 148,226

 Related party debt, net of discounts, current

 1,203,247

 1,201,927

 Debt, net of discounts, current

 715,127

 2,938,757

 Total current liabilities

 12,039,571

 11,767,838

 Operating lease liability, long term

 6,048

 79,432

 Accrued liabilities, long term

 1,189,643

 -

 Related party debt, net of discounts, long term

 1,162,349

 824,581

 Debt, net of discounts, long term

 501,062

 5,529,646

 Total long term liabilities

 2,859,102

 6,433,659

 Total liabilities

 14,898,673

 18,201,497

 Commitments and contingencies

 -

 -

 Stockholders' equity (deficit):

 Preferred stock, par value: $ 0.001; 50,000,000 shares authorized, 252,192 and 252,192 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 Common stock, par value $ 0.001; 10,000,000,000 shares authorized; 2,333,356,496 and 2,636,275,489 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 2,333,356

 2,636,275

 Additional paid in capital

 104,056,807

 104,350,746

 Accumulated other comprehensive income (loss)

)

)

 Accumulated deficit

 ( 87,576,899
)

 ( 89,589,479
)

 Total stockholders' equity (deficit)

 18,790,298

 17,374,576

 Total liabilities and stockholders' equity (deficit)

 $
 33,688,971

 $
 35,576,073

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

 F- 3

 INVESTVIEW, INC.

 CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)

 Revenue:

 Subscription revenue, net of refunds, incentives, credits, and chargebacks

 $
 56,036,052

 $
 48,260,197

 Mining revenue

 Cryptocurrency revenue

 513,285

 1,614,568

 Mining equipment repair revenue

 172,056

 Digital wallet revenue

 -

 5,868

 Total revenue, net

 67,920,871

 61,848,904

 Operating costs and expenses:

 Cost of sales and service

 10,736,709

 8,249,790

 Commissions

 31,716,399

 26,986,048

 Selling and marketing

 560,065

 58,617

 Salary and related

 7,112,954

 7,441,829

 Professional fees

 1,378,367

 2,615,016

 Impairment expense

 2,056,386

 14,632,823

 Bad debt expense

 -

 3,975

 Loss (gain) on disposal of assets

 223,630

 ( 266,838
)

 General and administrative

 9,531,431

 10,740,430

 Total operating costs and expenses

 63,315,941

 70,461,690

 Net income (loss) from operations

 4,604,930

 ( 8,612,786
)

 Other income (expense):

 Gain (loss) on debt extinguishment

 -

 Gain (loss) on fair value of derivative liability

 18,691

 44,945

 Realized gain (loss) on cryptocurrency

 255,268

 ( 1,575,164
)

 Interest expense

 ( 18,750
)

 ( 18,750
)

 Interest expense, related parties

 ( 1,239,603
)

 ( 2,650,324
)

 Interest expense

 ( 1,239,603
)

 ( 2,650,324
)

 Other income (expense)

 1,389,796

 193,235

 Total other income (expense)

 405,402

 ( 4,005,603
)

 Income (loss) before income taxes

 5,010,332

 ( 12,618,389
)

 Income tax expense

 ( 2,178,412
)

 ( 326,555
)

 ( 12,944,944
)

 Dividends on Preferred Stock

)

)

 Net income (loss) applicable to common shareholders

 $
 2,012,580

 $
 ( 13,764,284
)

 Other comprehensive income (loss), net of tax:

 Foreign currency translation adjustments

 $
 -

 $
 ( 218
)

 Total other comprehensive income (loss)

 -

 ( 218
)

 Comprehensive income (loss) applicable to common shareholders

 $

 $
 ( 12,945,162
)

 Basic income (loss) per common share

 $
 0.00

 $
 ( 0.01
)

 Diluted income (loss) per common share

 $
 0.00

 $
 ( 0.01
)

 Basic weighted average number of common shares outstanding

 2,559,093,504

 2,677,718,626

 Diluted weighted average number of common shares outstanding

 3,595,522,075

 2,677,718,626

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

 F- 4

 INVESTVIEW, INC.

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 Accumulated

 Additional

 Other

 Preferred Stock

 Common Stock

 Paid in

 Comprehensive

 Accumulated

 Shares

 Amount

 Shares

 Amount

 Capital

 Income (Loss)

 Deficit

 Total

 Balance, December 31, 2021

 $

 2,904,210,762

 $
 2,904,211

 $
 101,883,573

 $
 ( 23,000
)

 $
 ( 75,825,195
)

 $
 28,939,841

 Common stock issued for services and other stock based compensation

 -

 -

 -

 -

 2,784,145

 -

 -

 2,784,145

 Common stock repurchased and canceled

 -

 -

 ( 5,000,000
)

 ( 5,000
)

 ( 41,720
)

 -

 -

 ( 46,720
)

 Common stock repurchased from related parties and canceled

 -

 -

 ( 43,101,939
)

 ( 43,103
)

 ( 1,680,906
)

 -

 -

 ( 1,724,009
)

 Common stock canceled

 -

 -

 ( 219,833,334
)

 ( 219,833
)

 219,833

 -

 -

 -

 Contributed capital

 -

 -

 -

 -

 1,185,821

 -

 -

 1,185,821

 Dividends

 -

 -

 -

 -

 -

 -

)

)

 Foreign currency translation adjustment

 -

 -

 -

 -

 -

 ( 218
)

 -

 ( 218
)

 -

 -

 -

 -

 -

 -

 ( 12,944,944
)

 ( 12,944,944
)

 Balance, December 31, 2022

 $

 2,636,275,489

 $
 2,636,275

 $
 104,350,746

 $
)

 $
 ( 89,589,479
)

 $
 17,374,576

 Balance

 $

 2,636,275,489

 $
 2,636,275

 $
 104,350,746

 $
)

 $
 ( 89,589,479
)

 $
 17,374,576

 Common stock issued for services and other stock based compensation

 -

 -

 -

 -

 2,575,496

 -

 -

 2,575,496

 Warrant Exercise

 -

 -

 -

 -

 -

 Derivative liability extinguished with warrant exercise

 -

 -

 -

 -

 -

 -

 Common stock repurchased from related parties and canceled

 -

 -

 ( 302,919,223
)

 ( 302,919
)

 ( 2,869,461
)

 -

 -

 ( 3,172,380
)

 Dividends

 -

 -

 -

 -

 -

 -

)

)

 -

 -

 -

 -

 -

 -

 Balance, December 31, 2023

 $

 2,333,356,496

 $
 2,333,356

 $
 104,056,807

 $
)

 $
 ( 87,576,899
)

 $
 18,790,298

 Balance

 $

 2,333,356,496

 $
 2,333,356

 $
 104,056,807

 $
)

 $
 ( 87,576,899
)

 $
 18,790,298

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

 F- 5

 INVESTVIEW INC.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $

 $
 ( 12,944,944
)

 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 Depreciation

 4,450,466

 6,227,907

 Amortization of debt discount

 337,767

 1,728,862

 Stock issued for services and other stock based compensation

 2,575,496

 2,784,145

 Lease cost, net of repayment

 1,283

 ( 30,542
)

 (Gain) loss on debt extinguishment

 -

 ( 455
)

 (Gain) loss on disposal of assets

 223,630

 ( 266,838
)

 Gain on fair value of derivative liability

 ( 18,691
)

 ( 44,945
)

 Realized (gain) loss on cryptocurrency

 ( 255,268
)

 1,575,164

 Bad debt expense

 -

 3,975

 Impairment expense

 2,056,386

 14,632,823

 Changes in operating assets and liabilities:

 Receivables

 ( 977,183
)

 660,552

 Inventory

 74,645

 ( 304,655
)

 Prepaid assets

 ( 126,046
)

 ( 202,307
)

 Income tax paid in advance

 535,932

 ( 535,932
)

 Other current assets

 ( 5,396,521
)

 ( 3,827,504
)

 Deposits

 ( 2,114,529
)

 -

 Accounts payable and accrued liabilities

 ( 350,764
)

 725,256

 Income tax payable

 763,932

 ( 567,224
)

 Customer advance

 ( 96,609
)

 20,907

 Deferred revenue

 628,824

 ( 1,213,869
)

 Accrued interest

 18,750

 18,750

 Accrued interest, related parties

 901,837

 921,462

 Net cash provided by (used in) operating activities

 6,065,257

 9,360,588

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Cash received from the disposal of fixed assets

 23,278

 1,093,556

 Cash paid for fixed assets

 ( 2,561,001
)

 ( 15,267,932
)

 Net cash provided by (used in) investing activities

 ( 2,537,723
)

 ( 14,174,376
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Repayments for related party debt

 ( 900,516
)

 ( 2,943,272
)

 Repayments for debt

 ( 1,948,906
)

 ( 973,217
)

 Payments for shares repurchased

 -

 ( 46,720
)

 Payments for shares repurchased from related parties

 ( 396,547

)

 ( 1,724,009
)

 Dividends paid

 ( 627,856
)

 ( 626,784
)

 Proceeds from the exercise of warrants

 -

 Net cash provided by (used in) financing activities

 ( 3,873,802
)

 ( 6,314,002
)

 Effect of exchange rate translation on cash

 -

 ( 218
)

 Net increase (decrease) in cash, cash equivalents, and restricted cash

 ( 346,268
)

 ( 11,128,008
)

 Cash, cash equivalents, and restricted cash - beginning of period

 21,488,898

 32,616,906

 Cash, cash equivalents, and restricted cash - end of period

 $
 21,142,630

 $
 21,488,898

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 Cash paid during the period for:

 Interest

 $
 932,197

 $
 1,060,582

 Income taxes

 $
 878,548

 $
 1,429,711

 Non-cash investing and financing activities:

 Debt extinguished in exchange for cryptocurrency

 $
 5,322,058

 $
 1,979,789

 Common stock cancelled

 $
 -

 $
 219,833

 Common stock repurchased for payables

 $
 2,775,833

 $

 -

 Dividends declared

 $
 819,340

 $
 819,340

 Dividends paid with cryptocurrency

 $
 171,722

 $
 175,631

 Recognition of lease liability and ROU asset at lease commencement

 $
 23,520

 $
 172,042

 Cryptocurrency received from sale of fixed assets

 $
 9,913

 $
 -

 Derivative liability extinguished with warrant exercise

 $

 $
 -

 Contribution of crypto currency from related party

 $
 -

 $
 1,185,821

 Fixed assets moved to inventory

 $
 -

 $
 621,093

 Fixed asset acquired with cryptocurrency

 $
 -

 $
 259,916

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

 F- 6

INC.

 NOTES

 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 with The Retirement
Solution Inc. and then changed our name to TheRetirementSolution. Com, Inc. Subsequently, in October 2008 we changed our name to Global
Investor Services, Inc., before changing our name to Investview, Inc., on March 27, 2012.

 Effective
April 1, 2017, we closed on a Contribution Agreement with the members of Wealth Generators, LLC, a limited liability company ("Wealth
Generators"), pursuant to which the Wealth Generators members contributed 100 % of the outstanding securities of Wealth Generators
in exchange for an aggregate of 1,358,670,942 shares of our common stock. Following this transaction, Wealth Generators became our wholly
owned subsidiary, and the former members of Wealth Generators became our stockholders and controlled 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").

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

 On
January 11, 2021, we filed a name change for Kuvera, LLC to iGenius, LLC ("iGenius") and on February 2, 2021, we filed a
name change for Kuvera (N.I.) Limited to iGenius Global LTD.

 On
September 20, 2021, the Board of Directors approved a change in our fiscal year from March 31 to December 31.

 Nature
of Business

 We
operate a diversified financial technology company that through its subsidiaries and global distribution network provides financial technology,
education tools, content, research, and a digital asset technology company, which develops, operates, and supports blockchain technologies,
with a focus on the Bitcoin blockchain ecosystem and the generation of digital assets. In addition, we are planning to expand our business
into the retail brokerage and financial markets industry by integrating the online brokerage trading platform we acquired in connection
with our recent acquisition of Opencash, with the proprietary algorithmic trading platform we acquired in September 2021. Opencash is
an early-stage registered broker-dealer that plans to offer investors an online trading platform to enable self-directed retail brokerage
services and develop synergies with the educational content and products offered by other of our business units.

 F- 7

INC.

 NOTES

 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: iGenius, LLC, Apex
Tek, LLC, SAFETek, LLC, Investview Financial Group Holdings, LLC, Investview MTS, LLC, and MyLife Wellness Company. 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 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.

Exchange

 We
have consolidated the accounts of Kuvera France S.A.S. into our consolidated financial statements. The operations of Kuvera France S.A.S.
were conducted in France through its closure date in June of 2021 and its functional currency is the Euro. Subsequent to June 2021 we
maintained a Euro bank account in France that had minimal transactions. The Euro bank account was closed in April 2022.

 Prior
to June 2021, the financial statements of Kuvera France S.A.S. were prepared using their functional currency and were translated into
U.S. dollars ("USD"). Assets and liabilities were translated into USD at the applicable exchange rates at period-end. Stockholders'
equity was translated using historical exchange rates. Revenue and expenses were translated at the average exchange rates for the period.
Any translation adjustments were included as foreign currency translation adjustments in accumulated other comprehensive income in our
stockholders' equity (deficit).

 Subsequent
to June 2021 and prior to the closure of the Euro bank account in April 2022, we translated all transactions in our Euro bank account
into USD and translated the ending bank balance into USD at the applicable exchange rate at period-end.

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

 SCHEDULE OF EXCHANGE RATES

 Year ended

 Euro to USD

 1.1118

 F- 8

INC.

 NOTES

 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 December 31, 2023 and 2022, cash balances that exceeded FDIC limits were $ 3,778,085 and $ 18,202,860, respectively.
We have not experienced significant losses relating to these concentrations in the past.

 Cash
Equivalents and Restricted Cash

 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 December 31, 2023 and 2022, we had no cash equivalents.

 The
following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to
the total of the same such amounts shown in the statement of cash flows.

 SCHEDULE OF RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 Cash and cash equivalents

 $
 20,912,276

 $
 20,317,253

 Restricted cash, current

 230,354

 931,540

 Restricted cash, long term

 -

 240,105

 Total cash, cash equivalents, and restricted cash shown on the statement of cash flows

 $
 21,142,630

 $
 21,488,898

 Amount
included in restricted cash represent funds required to be held in an escrow account by a contractual agreement and will be used for
paying dividends to our Series B Preferred Stockholders and funds required to be held in an account as collateral for business charges
on our Company credit card.

 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 an allowance for doubtful accounts of $ 722,324 and $ 719,342 as of December 31, 2023 and 2022, respectively. A portion of our Receivables
balance is for amounts held in reserve by our merchant processors for future returns and chargebacks. The amount held in reserve was
$ 500,000 and $ 775,000 as of December 31, 2023 and 2022, 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.

 Fixed
assets were made up of the following at each balance sheet date:

 SCHEDULE OF FIXED ASSETS

 Estimated

 Useful

 Life

 (years)

 2023

 2022

 Furniture, fixtures, and equipment

 $

 $
 76,716

 Computer equipment

 11,308

 12,869

 Leasehold improvements

 Remaining Lease Term

 -

 40,528

 Data processing equipment

 14,084,670

 13,187,312

 Mining repair tools and equipment

 -

 13,627

 14,096,695

 13,331,052

 Accumulated depreciation

 ( 7,559,872
)

 ( 4,822,778
)

 Net book value

 $
 6,536,823

 $
 8,508,274

 Total
depreciation expense for the years ended December 31, 2023 and 2022, was $ 4,450,466
and $ 6,227,907,
respectively, all of which was recorded in our general and administrative expenses on our statement of operations. During the year
ended December 31, 2023, we sold assets with a total net book value of $ 26,731
for cash of $ 23,278
and bitcoin worth $ 9,913,
therefore recognized a gain on disposal of assets of $ 6,460.
This gain was offset by loss on disposal of assets with a net book value of $ 55,255.
During the year ended December 31, 2022, we sold assets with a total net book value of $ 826,718
for cash of $ 1,093,556,
therefore recognized a gain on disposal of assets of $ 266,838. The facility hosting our Data Processing Equipment as of December 31, 2023 has a right to sell our equipment to satisfy
invoices over 30 days past due.

 F- 9

INC.

 NOTES

 Long-Lived
Assets – Cryptocurrencies & Intangible Assets

 We
account for our cryptocurrencies and intangible assets 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. Our cryptocurrencies are deemed to have an indefinite useful life; therefore, amounts are not amortized, but rather are assessed
for impairment as further discussed in our impairment policy. Under ASC Subtopic 350-30 any intangible asset with a useful life is required
to be amortized over that life and the useful life is 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.

 We
hold cryptocurrency-denominated assets and include them in our consolidated balance sheet as other assets. The value of our cryptocurrencies
as of December 31, 2023 and 2022 were $ 585,632 (current) and $ 2,474,096 ($ 2,360,957 current and $ 113,139 restricted long term), respectively.
Cryptocurrencies purchased or received for payment from customers are recorded in accordance with ASC 350-30 and cryptocurrencies awarded
to the Company through its mining activities ($ 11,348,156 and $ 11,796,215 for the years ended December 31, 2023 and 2022, respectively)
are accounted for in connection with the Company's revenue recognition policy. The use of cryptocurrencies is accounted for in
accordance with the first in first out method of accounting. For the years ended December 31, 2023 and 2022, we recorded realized gains
(losses) on our cryptocurrency transactions of $ 255,268 and ($ 1,575,164), respectively. For the year ended December 31, 2023, we recognized
impairment expense related to our cryptocurrency holdings of $ 2,056,386. The impairment was due to carrying value of our ndau coins exceeding
its fair value what was deemed $ 0 due to NDAU having no trade volume and not being listed on an exchange as of December 31, 2023. For
the year ended December 31, 2022, we recognized impairment expense related to our cryptocurrency holdings of $ 689,822. The impairment
was due to carrying value of our ndau coins exceeding its fair value what was determined by using a five day look back of the volume
weighted average price of ndau as of December 31, 2022.

 On
March 22, 2021, we entered into Securities Purchase Agreement to acquire the operating assets and intellectual property rights of MPower,
a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members. As a result,
we obtained Prodigio, a proprietary software-based trading platform with applications within the brokerage industry, which was valued
at $ 7,240,000 and recorded on our balance sheet as an intangible asset as of December 31, 2021. The intangible asset was expected to
have a definite life, however, during the year ended December 31, 2022 the software had not been placed in service; therefore, a useful
life had not been assigned and no amortization had been recorded. Instead, as of December 31, 2022, the intangible asset was conservatively
impaired due to a question on the recoverability of the value recorded.

 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.

the year ended December 31, 2023, no impairment was recorded. During the year ended December 31, 2022, we impaired computer equipment
with a cost basis of $ 3,263, furniture fixtures and equipment with a cost basis of $ 11,372, and data processing equipment with a cost
basis of $ 9,431,923. The impairment was due to disposals and an estimate of expected future cash flows that was less than the assets
carrying value. We had recorded accumulated depreciation for the impaired assets of $ 3,419,825 through the date of disposal, therefore
we recorded $ 6,026,733 as impairment expense related to the fixed assets for the year ended December 31, 2022. Also, during the year
ended December 31, 2022, we impaired intangible assets of $ 7,240,000 due to questions regarding the recoverability of the asset value.

 F- 10

INC.

 NOTES

 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 December 31, 2023 and 2022, 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, 2023:

OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

 Level 1

 Level 2

 Level 3

 Total

 Total Assets

 $
 -

 $
 -

 $
 -

 $
 -

 Derivative liability

 $
 -

 $
 -

 $
 5,732

 $
 5,732

 Total Liabilities

 $
 -

 $
 -

 $
 5,732

 $
 5,732

 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, 2022:

 Level 1

 Level 2

 Level 3

 Total

 Total Assets

 $
 -

 $
 -

 $
 -

 $
 -

 Derivative liability

 $
 -

 $
 -

 $

 $

 Total Liabilities

 $
 -

 $
 -

 $

 $

 F- 11

INC.

 NOTES

Recognition

 Most
of our revenue is generated by membership and 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 designated trial period to first-time
subscription customers, during which a full refund can be requested if a customer does not wish to continue with the subscription. 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. As of December 31, 2023 and 2022 our deferred revenues were
$ 2,703,398 and $ 2,074,574, respectively.

 We
generate revenue from mining bitcoin. The Company has entered into a digital asset mining pool by executing a contract, as amended from
time to time, with the mining pool operator to provide computing power to the mining pool. The contract is terminable at any time by
either party without penalty and the Company's enforceable right to compensation only begins when the Company provides computing
power to the mining pool operator. In exchange for providing computing power, we are entitled to a Full-Pay-Per-Share payout of Bitcoin
based on a contractual formula, which primarily calculates the hash rate provided by us to the mining pool as a percentage of total network
hash rate, and other inputs. We are entitled to consideration even if a block is not successfully placed by the mining pool operator.

 Providing
computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as "solving
a block") is an output of the Company's ordinary activities. The provision of providing such computing power is the only
performance obligation in the Company's contract with the mining pool operator. The transaction consideration the Company receives
is net of digital asset transaction fees kept by the mining pool operator and is noncash, in the form of Bitcoin, which the Company measures
at fair value on the date Bitcoin is received. This value is not
materially different than the fair value at the moment we meet the performance obligation, which can be recalculated based on the contractual formula. The consideration
is variable. The amount of consideration recognized is constrained to the amount of
consideration received, which is when it is probable a significant reversal will not occur. There is no significant financing
component or risk of a significant revenue reversal in these transactions due to the performance obligations and settlement of the transactions
being on a daily basis.

 Cryptocurrency

 We
generate revenue from the sale of cryptocurrency packages to our customers through an arrangement with a third-party supplier. The various
packages included different amounts of coin with differing rates of returns and terms. The coin is delivered by a third-party supplier.
The sale of cryptocurrency packages was discontinued during the year ended December 31, 2023.

 We
recognize cryptocurrency 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 to our customers and payment is received from our customers at the time of order placement. All
customers are given two weeks to request a refund, therefore we record a customer advance on our balance sheet upon receipt of payment.
After the two weeks have passed from order placement, we request our third-party supplier to deliver coin, at which time we recognize
revenue and the amounts due to our supplier on our books. As of December 31, 2023 and 2022 our customer advances related to cryptocurrency
revenue were $ 0 and $ 96,609, respectively.

Equipment Repair Revenue

our wholly owned subsidiary, SAFETek, LLC, we repair broken mining equipment for sale to third-party customers. Our mining equipment
repair business was discontinued during the quarter ended June 30, 2023.

 We
recognize miner repair 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 the promised goods to our customers.

 F- 12

INC.

 NOTES

 Digital
Wallet Revenue

 We
generate revenue from the sale of digital wallets to our customers through an arrangement with a third-party supplier. We offer three
tiers of wallets which include different features. The digital wallets are delivered by a third-party supplier. The sale of digital wallets
to our customers was discontinued during the year ended December 31, 2022.

 We
recognize digital wallet 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 parties to provide the wallet to our customers and payment is received from our customers at the time of order
placement.

generated for the year ended December 31, 2023, was as follows:

OF REVENUE GENERATED

 Cryptocurrency Revenue

 Mining Revenue

 Miner Repair Revenue

 Total

 Gross billings/receipts

 $
 60,516,836

 $
 990,785

 $

 $

 $
 72,879,156

 Refunds, incentives, credits, and chargebacks

 ( 4,480,784
)

 -

 -

 -

 ( 4,480,784
)

 Amounts paid to supplier

 -

 ( 477,500
)

 -

 -

 ( 477,500
)

 Net revenue

 $
 56,036,052

 $
 513,285

 $

 $

 $
 67,920,871

revenues for the year ended December 31, 2023 was approximately $ 51.1 million while domestic revenue for the year ended December 31,
2023 was approximately $ 16.9 million.

generated for the year ended December 31, 2022, was as follows:

 Cryptocurrency Revenue

 Mining Revenue

 Miner Repair Revenue

 Digital Wallet Revenue

 Total

 Gross billings/receipts

 $
 51,454,922

 $
 3,189,074

 $

 $
 173,980

 $
 7,156

 $
 66,621,347

 Refunds, incentives, credits, and chargebacks

 ( 3,194,725
)

 -

 -

 ( 1,924
)

 -

 ( 3,196,649
)

 Amounts paid to supplier

 -

 ( 1,574,506
)

 -

 -

 ( 1,288
)

 ( 1,575,794
)

 Net revenue

 $
 48,260,197

 $
 1,614,568

 $

 $
 172,056

 $
 5,868

 $
 61,848,904

revenues for the year ended December 31, 2022 was approximately $ 42.3 million while domestic revenue for the year ended December 31,
2022 was approximately $ 19.5 million.

 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 year ended December 31, 2023 and
2022, totaled $ 560,065 and $ 58,617, respectively.

 Cost
of Sales and Service

 Included
in our costs of sales and services is amounts paid to our trading and market experts that provide financial education content and tools
to our subscription customers and hosting and electricity fees that we pay to vendors to set up our mining equipment at third-party sites
in order to generate mining revenue. Costs of sales and services for the year ended December 31, 2023 and 2022, totaled $ 10,736,709 and
$ 8,249,790, respectively.

 Inventory

 Inventory
consists of finished goods to be sold as part of our miner repair revenue and materials that were purchased for refurbishment but
will be sold as purchased due to the Company winding down the refurbishment and sale of repaired miners. Inventory is valued at the
lower of cost or net realizable value using the first-in, first-out (FIFO) method and is inclusive of any shipping and tax costs.
During the year ended December 31, 2023, we recognized a loss on disposal of assets of $ 174,835.
During the year ended December 31, 2022, we reclassified $ 621,093 worth of defective mining equipment to inventory and recorded an
impairment expense of $ 676,268. As of December 31, 2023 and 2022 the net realizable value of our inventory was $ 0
and $ 249,480,
respectively.

 F- 13

INC.

 NOTES

 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.

 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.
Diluted income (loss) per share reflects the potential dilution that could occur if stock options or other contracts to issue common
stock were exercised or converted during the period. Dilutive securities having an anti-dilutive effect on diluted earnings per share
are excluded from the calculation.

 The
following table illustrates the computation of diluted earnings per share for the year ended December 31, 2023.

 SCHEDULE OF DILUTED EARNINGS PER SHARE

 $

 Less: preferred dividends

)

 Add: interest expense on convertible debt

 900,516

 Net income available to common shareholders (numerator)

 $
 2,913,096

 Basic weighted average number of common shares outstanding

 2,559,093,504

 Dilutive impact of convertible notes

 471,428,571

 Dilutive impact of non-voting membership interest

 565,000,000

 Diluted weighted average number of common shares outstanding (denominator)

 3,595,522,075

 Diluted income per common share

 $
 0.00

 As
of December 31, 2022 basic and diluted income per share were the same, as all securities had an antidilutive effect, therefore 1,079,569,011
securities were excluded from the dilutive income per common share calculation ( 1,178,320 for warrants, 360,416,665 for options, 471,428,571
for convertible notes, and 246,545,455 for Class B Redeemable Units of subsidiary).

 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.

 F- 14

INC.

 NOTES

 NOTE
3 – RECENT ACCOUNTING PRONOUNCEMENTS

 In
December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting
for and Disclosure of Crypto Assets. The amendments in ASU No. 2023-08 are intended to improve the accounting for certain crypto assets
by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net
income. The amendments also improve the information provided to investors about an entity's crypto asset holdings by requiring
disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective
for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption
is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If an entity
adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period.
ASU No. 2023-08 requires a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components
of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. The Company has
not yet adopted ASU No. 2023-08 and is currently evaluating the impact that the adoption will have on the Company's financial statement
presentation and disclosures.

 We
have noted no other 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 – 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.

the year ended December 31, 2023, we recorded a net income from operations of $ 4,604,930 and net income of $ 2,831,920. As of December
31, 2023, we have unrestricted cash of $ 20,912,276 and a working capital balance of $ 12,414,023 and our unrestricted cryptocurrency balance
was reported at a cost basis of $ 585,632. Management does not believe there are any liquidity issues as of December 31, 2023.

 NOTE
5 – RELATED PARTY TRANSACTIONS

 Related
Party Debt

 Our
related party debt consisted of the following:

 SCHEDULE OF RELATED PARTY PAYABLES

 Convertible Promissory Note entered into on 4/27/20, net of debt discount of $ 822,289
 as of December 31, 2023 [1]

 $
 477,711

 $
 347,782

 Convertible Promissory Note entered into on 5/27/20, net of debt discount of $ 446,434
 as of December 31, 2023 [2]

 253,566

 183,020

 Convertible Promissory Note entered into on 11/9/20, net of debt discount of $ 868,928
 as of December 31, 2023 [3]

 431,072

 293,779

 Working Capital Promissory Note entered into on 3/22/21 [4]

 1,203,247

 1,201,927

 Total related-party debt

 2,365,596

 2,026,508

 Less: Current portion

 ( 1,203,247
)

 ( 1,201,927
)

 Related-party debt, long term

 $
 1,162,349

 $
 824,581

 [1]

 On April 27, 2020 we received proceeds of $ 1,300,000 from DBR Capital, LLC, an entity controlled by a member of our Board of Directors, and entered into a convertible promissory note. The note is secured by collateral of the Company and its subsidiaries. The note bears interest at 20 % per annum, payable monthly, and the principal is due and payable on April 27, 2030. Per the original terms of the agreement the note was convertible into common stock at a conversion price of $ 0.01257 per share, which was amended on November 9, 2020 to reduce the conversion price to $ 0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $ 1,300,000. During the year ended December 31, 2023 and 2022 we recognized $ 129,929 and $ 129,929 of the debt discount into interest expense as well as expensed an additional $ 260,016 and $ 260,016 of interest expense on the note and made payments for interest of $ 260,016 and $ 281,684, leaving no accrued interest in the balances shown here.

 F- 15

INC.

 NOTES

 [2]

 On May 27, 2020 we received proceeds of $ 700,000 from DBR Capital, LLC, an entity controlled by a member of our Board of Directors, and entered into a convertible promissory note. The note is secured by collateral of the Company and its subsidiaries. The note bears interest at 20 % per annum, payable monthly, and the principal is due and payable on April 27, 2030. Per the original terms of the agreement the note was convertible into common stock at a conversion price of $ 0.01257 per share, which was amended on November 9, 2020 to reduce the conversion price to $ 0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $ 700,000. During the year ended December 31, 2023 and 2022 we recognized $ 70,541 and $ 70,541 of the debt discount into interest expense as well as expensed an additional $ 140,004 and $ 140,004 of interest expense on the note and made payments for interest of $ 140,004 and $ 151,673, leaving no accrued interest in the balances shown here.

 [3]

 On November 9, 2020 we received proceeds of $ 1,300,000 from DBR Capital, LLC, an entity controlled by a member of our Board of Directors, and entered into a convertible promissory note. The note is secured by collateral of the Company and its subsidiaries. The note bears interest at 38.5 % per annum, made up of a 25 % interest rate per annum and a facility fee of 13.5 % per annum, payable monthly beginning February 1, 2021, and the principal is due and payable on April 27, 2030. Per the terms of the agreement the note is convertible into common stock at a conversion price of $ 0.007 per share. At inception we recorded a beneficial conversion feature and debt discount of $ 1,300,000. During the year ended December 31, 2023 and 2022 we recognized $ 137,297 and $ 137,297 of the debt discount into interest expense as well as expensed an additional $ 500,496 and $ 500,496 of interest expense on the note and made payments for interest of $ 500,496 and $ 542,203, leaving no accrued interest in the balances shown here.

 [4]

 On March 22, 2021, we entered into Securities Purchase Agreements to purchase 100 % of the operating assets of SSA Technologies LLC, an entity that owns and operates a FINRA-registered broker-dealer. SSA is controlled and partially owned by Joseph Cammarata, our former Chief Executive Officer. (See Note 10). Commencing upon execution of the agreements and through the closing of the transactions, we agreed to provide certain transition service arrangements to SSA. In connection with the transactions, we entered into a Working Capital Promissory Note with SSA under which SSA was to have advanced to us up to $ 1,500,000 before the end of 2021; however, SSA only provided advances of $ 1,200,000, to date. The note bears interest at the rate of 0.11 % per annum. The note was due and payable by January 31, 2022; however, has not yet been repaid as we consider our legal options in light of SSA's failure to complete its funding obligations. During the year ended December 31, 2023 and 2022, we recorded interest expense of $ 1,320 and $ 1,320 on the note. The note was to have been secured by the pledge of 12,000,000 shares of our common stock; however, it remains unsecured as the pledge of shares was not implemented at the closing of the loan.

 The loans referenced in footnotes 1-3 above, were
advanced under a Securities Purchase Agreement we entered into on April 27, 2020, with DBR Capital. Under the Securities Purchase Agreement
(which was subsequently amended and restated), DBR Capital agreed to advance up to $ 11 million to us in a series of up to five closings
through December 31, 2022, of which the amounts advanced covered in footnotes 1-3 above constituted the first three closings.

 On August 12, 2022, we and DBR Capital, entered into
a Fourth Amendment to the now Amended and Restated Securities Purchase Agreement that extends the deadlines for the fourth and fifth closings
under that Agreement from December 31, 2022, to December 31, 2024. The fourth and fifth closings remain at the sole discretion of DBR
Capital and we cannot provide any assurance that they will occur when contemplated or ever.

 Other
Related Party Arrangements

 On
January 6, 2022, we entered into a Separation and Release Agreement (the "Separation Agreements") with Mario Romano and Annette
Raynor, two of the Company's founders and former members of management and the Board of Directors, and Wealth Engineering, LLC,
an affiliate of Mr. Romano and Ms. Raynor. Under the Separation Agreements, Mr. Romano and Ms. Raynor resigned their positions as officers
and directors of the Company effective immediately upon execution of the Separation Agreements as they each transitioned to the roles
of consultants to the Company. Mr. Romano and Ms. Raynor provided consulting services to the Company in their roles from January 6, 2022,
through the elimination of these positions on or about July 14, 2023. In conjunction with the Separation Agreements, Mr. Romano and Ms.
Raynor forfeited 150,000,000 shares, in total, which were returned to the Company and cancelled. The Company also repurchased a total
of 43,101,939 shares from Mr. Romano and Ms. Raynor in exchange for cash of $ 1,724,008, which was paid to federal and state taxing authorities
on behalf of Wealth Engineering, LLC as payment for the estimated federal and state taxes that Wealth Engineering, LLC may be subject
to in connection with the vesting of 63,333,333 Company restricted shares that vested on July 22, 2021 (see NOTE 9).

 On
September 29, 2023, we closed on the purchase in a private transaction of shares of our common stock under the terms of a Stock Purchase
and Release Agreement dated September 18, 2023 (the "Agreement"). Under the Agreement, the Company purchased for surrender
in a series of private transactions, an aggregate of 302,919,223 shares of the Company's common stock (the "Purchased Shares")
from sellers consisting of Mario Romano, Annette Raynor, and a series of their family members and related entities (collectively, the
"Sellers"). The Purchased Shares were purchased for aggregate consideration of $ 2,922,380, representing a price of $ 0.00964739
per share. One-eighth of the purchase price is to be paid within seven (7) days of the closing, with the balance payable in a series
of equal quarterly payments over seven (7) consecutive quarters thereafter.

 In
addition to the cash consideration for the Purchased Shares, the Company also agreed to cover a limited amount of the legal fees incurred
by the Sellers in the transaction, as well as provide Mr. Romano and Ms. Raynor with a $ 250,000 expense allowance, payable in installments,
to cover legal fees and other expenses on a non-accountable basis, in connection with any matters that may arise in which either or both
of Mr. Romano and/or Ms. Raynor served as officers and directors of the Company. In return, Mr. Romano and Ms. Raynor agreed to waive
any future entitlement, if at all, to indemnification of costs and expenses, including legal fees under Nevada law or otherwise arising
from or relating to any period in which Romano or Raynor were officers and directors of the Company.

 F- 16

INC.

 NOTES

 The
consideration paid for the Purchased Shares of $ 2,922,380 plus the $ 250,000 expense allowance was allocated to the share purchase for
a total of $ 3,172,380 (see NOTE 9).

the year ended December 31, 2022, we recorded 69,833,334 shares as forfeited as a result of 1) our Chief Financial Officer returning
 1,300,000 shares to the Company prior to their vesting date and 2) our senior management team and board of directors unanimously agreeing
to surrender and terminate an aggregate of 68,533,334 outstanding unvested restricted shares and 218,500,000 ungranted shares in exchange
for the issuance of options to purchase 360,416,665 shares (see NOTE 9).

 NOTE
6 – DEBT

 Our
debt consisted of the following:

OF DEBT

2023

2022

 Loan with the U.S. Small Business Administration dated 4/19/20 [1]

 $
 530,306

 $
 543,237

 Long term notes for APEX lease buyback [2]

 685,883

 7,925,166

 Total debt

 1,216,189

 8,468,403

 Less: Current portion

 715,127

 2,938,757

 Debt, long term portion

 $
 501,062

 $
 5,529,646

 [1]

 In April 2020 we received proceeds of $ 500,000 from a loan entered into with the U.S. Small Business Administration. Under the terms of the loan interest is to accrue at a rate of 3.75 % per annum and installment payments of $ 2,437 monthly will begin twelve months from the date of the loan, with all interest and principal due and payable thirty years from the date of the loan. During the years ended December 31, 2023 and 2022, we recorded $ 18,750 and $ 18,750 worth of interest on the loan, respectively. During the years ended December 31, 2023 and 2022, we made repayments on the loan of $ 31,681 and $ 7,311.

 [2]

 In November of 2020 we entered into notes with third parties for $ 19,089,500
 in exchange for the cancellation of APEX leases previously entered into, which resulted in our purchase of all rights and
 obligations under the leases. We agreed to settle a portion of the debt during the year ended March 31, 2021, at a discount to the
 original note terms offered, by making lump sum payments, issuing 48,000,000
 shares of our common stock, issuing 49,418 shares
 of our preferred stock, and issuing cryptocurrency. The remaining notes are all due December 31, 2024 and have fixed monthly
 payments that are equal to 75 %
 of the face value of the note, divided by 48 months. The monthly payments began the last day of January 2021 and continue until December
 31, 2024 when the last monthly payment will be made, along with a balloon payment equal to 25 %
 of the face value of the note, to extinguish the debt. During the fourth quarter ended December 31, 2023, we offered all note
 holders an early payoff option. During the year ended December 31, 2023, we repaid a portion of the debt with cash payments of $ 1,917,225
 and issuances of cryptocurrency valued at $ 5,322,058.
 During the year ended December 31, 2022, we repaid a portion of the debt with cash payments of $ 965,906
 and issuances of cryptocurrency valued at $ 1,979,789.

 F- 17

INC.

 NOTES

 NOTE
7 – DERIVATIVE LIABILITY

the year ended December 31, 2023 and 2022, we had the following activity in our derivative liability account:

 SCHEDULE OF DERIVATIVE LIABILITY

 Total

 Derivative liability at December 31, 2021

 $
 69,371

 Change in fair value

 ( 44,945
)

 Derivative liability at December 31, 2022

 Derivative extinguished with warrant exercise (see NOTE 9)

 ( 3
)

 Change in fair value

 ( 18,691
)

 Derivative liability at December 31, 2023

 $
 5,732

 We
use the binomial option pricing model to estimate fair value for those instruments, at inception, at warrant exercise, and at each reporting
date. During the years ended December 31, 2023 and 2022, the assumptions used in our binomial option pricing model were in the following
range:

 SCHEDULE OF ASSUMPTIONS USED IN BINOMINAL OPTION PRICING MODEL

 Year Ended December 31, 2023

 Year Ended December 31, 2022

 Risk free interest rate

 4.01 - 4.23 %

 2.99 - 2.99 %

 Expected life in years

 1.58 - 2.50

 2.58 - 3.50

 Expected volatility

 116 % - 122 %

 145 % - 155 %

 NOTE
8 – OPERATING LEASE

 In
August 2019, we entered an operating lease for office space in Eatontown, New Jersey (the "Eatontown Lease"), in September
2019 we entered an operating lease for office space in Kaysville, Utah (the "Kaysville Lease"), in May 2021 we entered an
operating lease for office space in Conroe, Texas (the "Conroe Lease"), in July 2021 we entered an operating lease for office
space in Wyckoff, New Jersey (the "Wyckoff Lease"), and in September 2021, we assumed an operating lease for office space
in Haverford, Pennsylvania (the "Haverford Lease") in connection with the MPower acquisition. This facility is now being
used as the headquarters of the company.

 At
commencement of the Eatontown Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $ 110,097.
 The three-year lease term of the Eatontown Lease was extended on a month-to-month basis commencing August 1, 2022 and was terminated
in February 2023. Under the lease, we were 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 were expensed as incurred.

 At
commencement of the Conroe Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $ 174,574.
This lease was terminated in June 2023.

 At
commencement of the Wyckoff Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $ 22,034.
The original 24.5 -month term of the Wyckoff Lease was extended through July 2025 with an option for the Company to terminate with 60
days' written notice beginning June 1, 2024. The earliest termination date is July 31, 2024. At the extension of the Wyckoff Lease,
right-of-use assets obtained in exchange for new operating lease liabilities amounted to $ 23,520.

 At
date of acquisition of the Haverford Lease, right-of-use assets and lease liabilities obtained amounted to $ 125,522 and $ 152,961, respectively.
 The term of the Haverford Lease was extended through December 2024. At the extension of the Haverford
Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $ 172,042.

 Operating
lease expense was $ 156,315 for the year ended December 31, 2023. Operating cash flows used for the operating leases during the year ended
December 31, 2023, was $ 155,032. As of December 31, 2023, the weighted average remaining lease term was 1.10 years and the weighted average
discount rate was 12 %.

 Future
minimum lease payments under non-cancellable leases as of December 31, 2023, were as follows:

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES

 2023

 2024

 $
 116,027

 2025

 7,833

 Total

 123,860

 Less: Interest

 ( 8,184
)

 Present value of lease liability

 115,676

 Operating lease liability, current [1]

 ( 109,628
)

 Operating lease liability, long term

 $
 6,048

 [1]

 Represents
 lease payments to be made in the next 12 months.

 F- 18

INC.

 NOTES

 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.

 Our
Board of Directors approved the designation of 2,000,000 of the Company's shares of preferred stock as Series B Cumulative Redeemable
Perpetual Preferred Stock ("Series B Preferred Stock"), each with a stated value of $ 25 per share. Our Series B Preferred
Stockholders are entitled to receive cumulative dividends at the annual rate of 13 % per annum of the stated value, equal to $ 3.25 per
annum per share. The Series P Preferred Stock is redeemable at our option or upon certain change of control events.

the year ended March 31, 2021, we commenced a security offering to sell a total of 2,000,000 units at $ 25 per unit ("Unit Offering"),
such that each unit consisted of: (i) one share of our newly authorized Series B Preferred Stock and (ii) five warrants each exercisable
to purchase one share of common stock at an exercise price of $0.10 per warrant share. Each Warrant offered is immediately exercisable
on the date of issuance, will expire 5 years from the date of issuance, and its value has been classified as a fair value liability due
to the terms of the instrument (see NOTE 7). The Unit Offering was completed on or about August 17, 2021, having resulted in the public
offer and sale of 252,192 Units.

 As
of December 31, 2023 and 2022, we had 252,192 shares of preferred stock issued and outstanding.

 Preferred
Stock Dividends

the year ended December 31, 2023, we recorded $ 819,340 for the cumulative cash dividends due to the shareholders of our Series B Preferred
Stock. We made payments of $ 627,856 in cash and issued $ 171,722 worth of cryptocurrency to reduce the amounts owing. As a result, we
recorded $ 256,392 as a dividend liability on our balance sheet as of December 31, 2023.

the year ended December 31, 2022, we recorded $ 819,340 for the cumulative cash dividends due to the shareholders of our Series B Preferred
Stock. We made payments of $ 626,784 in cash and issued $ 175,631 worth of cryptocurrency to reduce the amounts owing. As a result, we
recorded $ 236,630 as a dividend liability on our balance sheet as of December 31, 2022.

 Common
Stock Transactions

the year ended December 31, 2023, we issued 230 shares of common stock as a result of warrants exercised, resulting in proceeds of $ 23
and an increase in additional paid in capital of $ 3 for the derivative liability extinguished with the exercise (see NOTE 7). Also, during
the year ended December 31, 2023, we repurchased 302,919,223 shares from two of the original founders of the Company and a series of
their family members and related entities in exchange for cash of $ 396,547 and payables of $ 2,775,833 (see NOTE 5). We also recognized $ 20,341 in stock-based
compensation based on grant date fair values and vesting terms of awards granted in prior periods.

the year ended December 31, 2022, we recognized a total of $ 391,279 in stock-based compensation based on grant date fair values and vesting
terms of awards granted in prior periods. We also cancelled 219,833,334 shares that had been issued but were forfeited by choice or as
a result of certain forfeiture conditions (see NOTE 5). As a result, we decreased common stock by $ 219,833, and increased additional
paid in capital by the same. Also, during the year ended December 31, 2022, we repurchased 43,101,939 shares from members of our then
Board of Directors in exchange for cash of $ 1,724,009 to pay for tax withholdings (see NOTE 5) and repurchased 5,000,000 shares in exchange
for cash of $ 46,720 to pay for tax withholdings.

 As
of December 31, 2023 and 2022, we had 2,333,356,496 and 2,636,275,489 shares of common stock issued and outstanding, respectively.

 F- 19

INC.

 NOTES

 Options

the year ended December 31, 2022, we undertook to restructure unvested incentive equity awards previously granted to our senior leadership
team. The Company's senior management team and board of directors unanimously agreed to surrender and terminate an aggregate of
 68,533,334 outstanding unvested restricted shares and 218,500,000 ungranted shares in exchange for the issuance of options to purchase
 360,416,665 shares, vesting in equal amounts over a five-year period, at an exercise price of $ 0.05 per share, with a seven-year life.
The third-party valuation firm we engaged to value these options utilized the Black Scholes Model to value these options and the expense
related to these options is being recognized over their vesting terms. Total stock compensation expense related to the options for the
years ended December 31, 2023 and 2022, was $ 2,555,155 and $ 2,392,866, respectively.

 Warrants

 Transactions
involving our warrants are summarized as follows:

 SUMMARY OF WARRANTS ISSUED

 Weighted

 Number of

 Average

 Shares

 Exercise Price

 Warrants outstanding at December 31, 2021

 1,178,320

 $
 0.10

 Granted

 -

 $
 -

 Canceled/Expired

 -

 $
 -

 Exercised

 -

 $
 -

 Warrants outstanding at December 31, 2022

 1,178,320

 $
 0.10

 Granted

 -

 $
 -

 Canceled/Expired

 -

 $
 -

 Exercised

 ( 230
)

 $
 0.10

 Warrants outstanding at December 31, 2023

 1,178,090

 $
 0.10

 Details
of our warrants outstanding as of December 31, 2023 is as follows:

 SUMMARY OF WARRANTS OUTSTANDING

 Exercise Price

 Warrants Outstanding

 Warrants Exercisable

 Weighted Average Contractual Life (Years)

 $
 0.10

 1,178,090

 1,178,090

 2.14

 Class
B Units of Investview Financial Group Holdings, LLC

 As
of December 31, 2023, and December 31, 2022, there were 565,000,000 Units of Class B Investview Financial Group Holdings, LLC issued
and outstanding. These units were issued as consideration for the purchase of operating assets and intellectual property rights of MPower,
a company controlled and partially owned by David B. Rothrock and James R. Bell, two of our board members. The Class B Redeemable Units
have no voting rights but can be exchanged at any time, within 5 years from the date of issuance, for 565,000,000 shares of our common
stock on a one-for-one basis and are subject to significant restrictions upon resale through 2025 under the terms of a lock up agreement
entered into as part of the purchase agreement. In order to properly account for the purchase transaction on the Company's financial
statements, we were required by applicable financial reporting standards to value the Class B Units issued to MPower in the transaction
as of the closing date of the MPower sale transaction (September 3, 2021). For these accounting purposes, we concluded that the "fair
value" of the consideration for financial accounting purposes, at the if-converted market value of the underlying common shares
was $ 58.9 million, based on the closing market price of $ 0.1532 on the closing date of September 3, 2021, as discounted from $ 86.6 million
by 32 % (or $ 27.7 million) to reflect the significant lock up period. The "fair value" valuation of the Class B Units, however,
was completed relying on a certain set of methodologies that are accepted for accounting purposes and is not necessarily indicative
of the "fair market value" that may be implied relative to such Units in a commercial transaction not governed by financial
reporting standards. In particular, the methodology used to value the Class B Units at their "fair value" did not take into
account any blockage discounts that may otherwise apply after the expiration of the lock-up period in 2025; while other valuation methodologies,
not bound by financial reporting codifications, would possibly determine that the blockage discount associated with the resale of 565
million shares after the expiration of the lock-up period, into a marketplace that has limited market liquidity, could possibly have
a material downward influence on the valuation.

 F- 20

INC.

 NOTES

 NOTE
10 – COMMITMENTS AND CONTINGENCIES

 In
the ordinary course of business, we may be, or have been, involved in legal proceedings. During November 2021, we received a subpoena
from the United States Securities and Exchange Commission ("SEC") for the production of documents. In the subpoena, the SEC
advised that the investigation does not mean that the SEC has concluded that we or anyone else has violated federal securities laws and
or any other law. Following our own internal review, we believe that we have complied at all times with the federal securities laws,
and we have received no follow-up communications from the SEC following our production of documents in 2022. We have cooperated fully
with the SEC's investigation and will continue to work with outside counsel to respond to any further inquiries of the SEC, if,
and to the extent they arise.

August 2023, we generated revenue from the sale of cryptocurrency packages to our customers through an arrangement with a third-party
supplier, certain of which, until January 2022, included a product protection option provided by a third-party provider. According
to marketing and legal documents provided by such third-party provider, the product protection would allow the purchaser to protect
its initial purchase price by obtaining 50% of its purchase price at five years or 100% of its purchase price at ten years.
In January 2022, we suspended any further offering of the product protection option in the cryptocurrency packages after the
third-party provider was unable to comply with our standard vendor compliance protocols, citing certain offshore confidentiality
entitlements. That suspension will remain in place until we are able to further validate the continued integrity of the product
protection and the vendor's ability to honor its commitments to our members. We cannot ensure that such third-party provider
will comply with its contractual requirements, which could cause our members to not achieve the level of return on their investments
expected. While we do not believe that we have any legal responsibility to the customers
who participated in the TPP Program offered and administered by TPP, there is a risk that any failure of TPP to perform its obligations
to our customers, could expose us to claims of our customers that could have an adverse effect on our business, financial condition, and
operating results.

 Joseph
Cammarata served as an officer and director of the Company from December 2019 through his termination for cause on or about December
7, 2021. Mr. Cammarata was terminated following the announcement of civil and criminal charges filed against him in connection with his
involvement with a class action claims aggregator unrelated to the Company. The Company was unaware of these outside business interests.
Based on public reporting of the matter, the Company believes that Mr. Cammarata was convicted of certain of these criminal charges and
is presently incarcerated.

 Prior
to his termination, Mr. Cammarata and the Company engaged in certain transactions as described below:

 We
issued a promissory note to Mr. Cammarata, which, following certain modifications, on or about March 30, 2021, was restated in the principal
amount of $ 1,550,000 (the "Cammarata Note"). Although not originally convertible, as per the March 30, 2021, amendment, the
Cammarata Note became convertible at $ 0.02 per share, Thereafter, effective September 21, 2021, and following another modification, the
conversion price under the Cammarata Note was reduced to $ 0.008 per share. During February 2022, we provided 30 days' notice of
our intent to retire and repay the Cammarata Note in cash. Having not timely received a properly executed conversion notice within the
proscribed period and citing certain breaches of Mr. Cammarata's fiduciary duty to us, as well as damages incurred by us arising
from Mr. Cammarata's then ongoing legal proceedings, on or about March 31, 2022, we tendered to Mr. Cammarata cash payment in full
for the Cammarata Note. As of the date of this Report, Mr. Cammarata has not accepted our tender of the cash payment, and through his
then counsel, has asserted his entitlement to exercise his right to convert the Cammarata Note into our common shares. Although we believe
that our cash tender was appropriate under the terms of the Cammarata Note and our claims for damages by Mr. Cammarata have merit, if
Mr. Cammarata elects to challenge our cash tender in a court proceeding, and if we are unable to sustain our legal position on the matter,
Mr. Cammarata could receive up to approximately 203 million shares of our common stock upon conversion of the Cammarata Note. As a result
of his recent incarceration, the Company has been unable to further adjudicate these issues with Mr. Cammarata.

 On
March 22, 2021, we entered into Securities Purchase Agreements to purchase 100 % of the operating assets of SSA Technologies LLC, an entity
that owns and operates a FINRA-registered broker-dealer. SSA is controlled and partially owned by Joseph Cammarata, our former Chief
Executive Officer. Commencing upon execution of the agreements and through the closing of the transactions, we agreed to provide certain
transition service arrangements to SSA. In connection with the transactions, we entered into a Working Capital Promissory Note with SSA
under which SSA was to have advanced to us up to $ 1,500,000 before the end of 2021; however, SSA has only provided advances of $ 1,200,000
to date. The note bears interest at the rate of 0.11 % per annum therefore we recognized $ 1,320 worth of interest expense on the loan
during the year ended December 31, 2023. The note was due and payable by January 31, 2022; however, has not yet been repaid as we consider
our legal options in light of SSA's failure to complete its funding obligations. The note was to have been secured by the pledge
of 12,000,000 shares of our common stock; however, it remains unsecured as the pledge of shares was not implemented at the closing of
the loan. As a result of his recent incarceration, the Company has been unable to further adjudicate these issues with Mr. Cammarata.

 F- 21

INC.

 NOTES

 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 21 % when calculating the deferred tax assets and liabilities and income tax provision
below.

 The
Company's income (loss) before income taxes were broken down as follows:

OF INCOME BEFORE INCOME TAXES

 Domestic

 $
 5,010,332

 $
 ( 12,618,389
)

 -

 -

 Total Income (loss) before income taxes

 $
 5,010,332

 $
 ( 12,618,389
)

 The
Company's tax provision (benefit) as of December 31, 2023 and 2022 is summarized as follows:

OF TAX PROVISION BENEFIT

 Current

 Federal

 $
 2,138,412

 $
 52,167

 State

 40,000

 274,388

 -

 -

 Total current income tax expense

 2,178,412

 326,555

 Total income tax expense

 $
 2,178,412

 $
 326,555

 Net
deferred tax assets consist of the following components as of December 31, 2023 and 2022:

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

 Deferred tax assets

 NOL carryover

 $
 2,982,071

 $
 4,446,991

 Amortization

 1,771,645

 1,809,500

 Other accruals

 1,800,662

 821,594

 Investment in partnership

 10,964,704

 11,029,258

 Deferred tax liabilities

 Depreciation

 562,982

 ( 1,734,211
)

 Valuation allowance

 ( 18,082,064
)

 ( 16,373,132
)

 Net deferred tax liability

 $
 -

 $
 -

 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 year ended December 31, 2023 and 2022, due to the following:

OF INCOME FROM CONTINUING OPERATIONS

 Year ended

 Year ended

 Income taxes at statutory rate

 $
 1,052,169

 $
 ( 2,649,862
)

 State taxes – net of federal benefit

 31,600

 216,767

 Valuation allowance

 1,809,765

 1,813,044

 Foreign derived intangible income

 ( 781,561
)

 -

 Stock based compensation

 -

 ( 13,604
)

 Interest

 260,317

 556,568

 Other

 ( 193,878
)

 403,642

 Total income tax provision (benefit)

 $
 2,178,412

 $
 326,555

 F- 22

INC.

 NOTES

 At
December 31, 2023 and December 31, 2022, we had net operating loss carryforwards of approximately $ 3.0 million (tax effected) and $ 4.4
million (tax effected), portions of which will begin to expire in 2025. Utilization of some of the federal and state net operating losses
carryforwards are subject to annual limitations due to the "change in ownership" provisions of the Internal Revenue Code
of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses before utilization.

 The
Company will recognize interest accrued related to unrecognized tax benefits as interest expense and penalties as a component of operating
expenses. As of December 31, 2023 and 2022, the Company had no accrued interest and penalties related to uncertain tax positions and
no amounts have been recognized in the Company's statements of operations.

 The
Company is required to file income tax returns in various States. The Company is subject to income tax examinations by federal and state
taxing authorities. The taxable years that are open under federal and state statute of limitations are 2019 through 2023. Due to net
operating loss carryforwards that remain unutilized, such loss carryforwards remain subject to review until utilized.

 NOTE
12 – SUBSEQUENT EVENTS

 In
accordance with ASC Topic 855, Subsequent Events, we have evaluated subsequent events through the date of this filing and have determined
that the following events require disclosure.

 On
February 7, 2024, we closed on the purchase in a private transaction of shares of our common stock under the terms of a Stock Purchase
and Release Agreement dated February 6, 2024 (the "Agreement"). Under the Agreement, the Company purchased for surrender
and cancellation a total of 472,374,710 shares of the Company's common stock (the "Purchased Shares") from Ryan Smith
and Chad Miller and certain of their respective affiliates and family members. The Purchased Shares were purchased for aggregate purchase
price of $ 3,571,146, representing a price of $ 0.007559985 per share. One-eighth of the purchase price was paid within seven (7) days
of the closing, with the balance payable in a series of equal quarterly payments over seven (7) consecutive quarters thereafter.

 On
March 14, 2024, closed on the purchase of Opencash Securities LLC, an early-stage registered broker-dealer that plans to offer investors
an online platform to enable self-directed retail brokerage and other related services. Pursuant to the Purchase Agreement, the Company
purchased 100 % of the issued and outstanding capital stock of Opencash Securities LLC for a purchase price of $ 175,000.

 Since
the beginning of 2024, our power supply has been temporarily curtailed by approximately 38% as a direct result of low water levels that
have cutback local hydroelectric power capacity. While we are hopeful that the water shortage responsible for this curtailment is temporary,
we are unable to predict when our mining levels will return to pre-2024 levels.

 F- 23