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 UNITED
STATES

 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, 2024

 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 or organization)

 (I.R.S.
 Employer Identification No.)

West Lancaster Avenue

 Second
Floor

 Haverford,
 Pennsylvania 19041

 (Address
of principal executive offices) (Zip Code)

 Registrant's
telephone number, including area code: 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 such files). Yes No

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

 Large
accelerated filer

 Accelerated
filer

 Non-accelerated
filer

 Smaller
Reporting Company

 Emerging
growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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 Act) Yes
 No

 As
of June 30, 2024, 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 $0.0144 of the common stock on the last business day of the registrant's most recently completed
second fiscal quarter as reported on the OTCQB, was approximately $ 26,798,138.

 As
of March 20, 2025, there were 1,859,231,786 shares of common stock par value $ 0.001 per share, outstanding.

 Documents
incorporated by reference: NONE

INC.

 2024
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. The below section entitled "Summary Risk Factors" highlights some of the risks we are exposed
to in the normal course of our business activities. This summary is not complete, and the risks summarized below are not the only risks
we face. You should review and consider carefully the risks and uncertainties described in more detail in Part I, Item 1A, "Risk
Factors," of this Form 10-K, which includes a more complete discussion of the risks summarized below as well as a discussion of
other risks related to our business and an investment in our common stock. 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.

 Summary
Risk Factors:

 difficulty
 expanding into a new Brokerage and Financial Markets business due to delays and the start-up nature of our platform;

 the
 potential unfavorable publicity that may continue to impact our commercial relationships arising from the SEC inquiry we have reported
 on since November 2021, even though we have now settled that matter;

 the
 impact of macroeconomic conditions due to global pandemics, epidemics or outbreaks of disease;

 the
 impact on our Bitcoin business unit of our need for significant electrical power, particularly as we currently rely on a sole electrical
 source provider and in light of recent significant power supply curtailment that has caused the revenue of that unit to decrease
 materially;

 the
 impact of possible disruptions in our operations and potential liabilities resulting from potential cyber events;

 the
 contraction in the revenues and net income of our iGenius business unit attributable to, among others, macroeconomic influences following
 the winding down of Covid-19 as a global pandemic;

 the
 dilutive impact that may arise upon the conversion into common stock of existing convertible notes purchased by an affiliate of our
 Chairman, DBR Capital;

 the
 substantial interest expense we incur in servicing the existing loans from DBR Capital;

 the
 dilutive impact that may arise should DBR Capital provide additional convertible loans to the Company during 2025 and 2026, and seek
 to convert those loans into additional shares of our common stock;

 the
 impact of Special Governance Rights granting significant control to an affiliate of our Chairman, DBR Capital;

 potential
 adverse affects due to our acceptance, disbursement and holding of cryptocurrency, including additional tax and regulatory requirements;

 inability
 to protect our proprietary rights and prevent infringement on proprietary rights of others;

 the
 impact of adverse economic developments in the securities markets or the domestic or international economy in general;

 the
 impact of defending allegations that our direct selling activities are fraudulent or deceptive schemes, or against public interest;

 potential
 adverse effects if we are required to defend allegations that our direct selling activities involve the sale of unregistered securities;
 particularly as those allegations have been made by securities regulators in Ontario, Canada and Quebec, Canada;

 expensive
 and time-consuming legal proceedings, including regulatory proceedings and investigations;

 our
 ability to collect approximately $1.87 million of credit card receivables owed to us by our credit card processor and its clearing
 bank for which during 2024 we were caused to institute collection proceedings;

 the
 adverse impact of any customer claims that may arise if Total Protection Plus, a third-party vendor, fails to honor its obligation
 to underwrite, manage and administer a "guaranteed assets buy-back product" on behalf of our Apex program customers and
 customers of ours that purchased ndau;

 external
 factors affecting the Bitcoin industry;

 inability
 to compete and grow in highly competitive markets in a cost-effective manner;

 the
 impact of climate change, including compliance with regulatory and legislative developments related thereto;

 failure
 to comply with government regulations to the extent they impact our health, beauty and wellness products;

 disruption
 in our supply chain and changes to tax or trade policy;

 the
 impacts of raising, or failing to raise, additional capital needed to execute on our growth plan;

 volatility
 of the market price of our common stock;

 the
 impact on the trading price of our common stock if sales of substantial amounts of our common stock in the public markets occur due
 to current lock-up agreements expiring in April 2025; and

 the
 impact of interested party transactions with certain of our officers and directors on our business, operating results and ability
 to obtain additional funding.

 PART
I

 Item
1. Business

 Investview,
Inc., a Nevada corporation (which we refer to as "we," "us," "our," "Investview," or
the "Company"), operates a diversified financial technology services company offering multiple business units across key
sectors, including a financial education division offering tools, products and content through a global network of independent distributors;
a manufacturing division focused on proprietary over-the-counter aesthetics, health, nutrition and cognitive wellness products for wholesale
and retail markets, with strategic plans for global expansion; an early-stage online trading platform that intends to offer self-directed
retail brokerage services; and a business unit that owns and operates a sustainable blockchain business focused on bitcoin mining.

 Services
and Products

Education and Technology

our wholly-owned subsidiary, iGenius, LLC ("iGenius"), we deliver multiple tools, products and content, both domestically
and internationally, through a direct selling network of independent distributors. Our tools, products and content are offered through
a membership-based revenue model to a large base of customers that we refer to as "members". These tools, products and content
are designed to assist the self-directed investor in successfully navigating the financial markets, and include access to our library
of financial education content, as well as access to live and recorded education sessions, and trade alerts provided by third-party independent
market professionals. 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 member benefits provided through third party partnerships and
affinity arrangements.

 We
have multiple tiers of membership at varying upfront and monthly costs, which provide members with the ability to meet their product
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 tools, products or content, the member may request a full refund.

 We
believe that the use of a direct selling distribution network is an effective way to market our tools, products and content 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 tools, products and content themselves, and therefore can provide first-hand
testimonials, which can serve as a powerful sales tool.

the principal focus of our direct selling network is currently on the distribution of our financial education and technology products,
we believe the network has the capability to market and sell products and services across the globe. One of our business objectives is
to locate and develop new business opportunities that can generate additional content that can be offered through our network, including,
particularly, products and services that may be offered by other of our business units. Toward that end, we intend to use our direct
selling network to expand the scope and geographic reach of products of our health, beauty and wellness business unit.

 Blockchain
Technology and Crypto Mining Products and Services

our wholly owned subsidiary, SAFETek, LLC, we operate a vertically integrated, sustainability-focused blockchain infrastructure business
specializing in Bitcoin mining and transaction validation. SAFETek owns 4,847 and actively operates 1,916 advanced ASIC miners at a hosted
data center in Northern Europe, powered entirely by renewable energy sources—primarily hydropower and geothermal.

 As
of December 31, 2024, SAFETek maintained a deployed hash rate of 0.186 exahash per second (EH/s) and produced 85.92 Bitcoin—a 78%
decrease from the 394.26 Bitcoin mined in 2023. This reduction was primarily driven by the April 2024 Bitcoin halving, which cut block
rewards by 50%, a more than 29% increase in network difficulty, and government-mandated energy curtailments resulting from low hydroelectric
reservoir levels in our host country.

 Despite
the decline in production, these power curtailments reduced overall energy costs and helped mitigate operating losses under our existing
power purchase agreements, transforming a potential setback into a cost-management exercise to minimize costs while we on-board additional
hashing capacity with the expectation to return to profitability.

 In
preparation for the halving, SAFETek implemented several key operational improvements:

 Retired
 older, less efficient mining units

 Deployed
 next-generation, high-efficiency ASIC miners

 energy usage into more productive and energy-efficient capacity

 These
initiatives significantly reduced our hash cost and enhanced our competitive positioning in a post-halving market. We intend to maintain
this disciplined strategy until market conditions support further expansion. Notably, the company has incurred no debt related to equipment
purchases, providing enhanced financial flexibility and operational resilience.

 SAFETek
operates a 24/7 Network Operations Center (NOC) to monitor system performance, optimize firmware, and ensure uptime and efficiency across
the mining fleet. Our internal engineering and R&D teams remain focused on improving energy efficiency, increasing hash output per
kilowatt-hour, and developing proprietary solutions to maximize return on investment (ROI).

mined is strategically allocated to support infrastructure reinvestment, cover operational expenses, and build a long-term digital
asset reserve. In select cases, it is also utilized to support performance-based compensation programs within our iGenius
distribution business and to pay dividends on our 13% Series B Preferred Stock.

 Looking
ahead, we are evaluating strategic hosting infrastructure acquisition opportunities that align with our cost-optimization goals and present
strong return potential.

 Brokerage
and Financial Technologies Services

 In
March 2024, the Company advanced its fintech strategy with the acquisition of Opencash Securities LLC ("Opencash"), an early-stage registered
broker-dealer. This strategic acquisition is intended to position the Company to capitalize on the rapidly expanding online retail
brokerage market.

 Opencash
is being developed as a modern intuitive electronic trading platform experience accessible via both mobile app and web-based desktop
interface. Designed to offer low-cost, commission-free trading of stocks, ETFs, and options, the platform is expected to support our
broader mission to democratize access to financial markets. It is currently in the advanced stages of application development, clearing
integration, infrastructure build-out, and system testing, in preparation for future commercialization.

 This
initiative builds on our strategy to bring to market the proprietary "Prodigio" trading system, acquired from MPower Trading
Systems, LLC in 2021. Our long-term roadmap includes the full integration of Opencash's user-friendly interface with the advanced
algorithmic capabilities of the MPower engine. This is expected to result in two distinct yet complementary platforms: Opencash for everyday
retail investors, and Opencash Pro for more advanced users, together delivering a seamless, all-in-one brokerage solution tailored
to the needs of today's self-directed investors.

 While
Opencash still remains in the pre-commercialization phase, given the trajectory of our development efforts, we believe this business
may have the long-term potential to disrupt traditional brokerage models by combining cutting-edge technology with a customer-centric,
low-cost, commission free approach. As we also make continued investment in product development, regulatory readiness, and user experience,
we further believe that this business can yield a competitive, scalable fintech offering that delivers transparency, value, and accessibility
to clients worldwide.

 Manufacture
and Development of Health, Beauty and Wellness Products

 In
October 2024, we entered the over-the-counter health, beauty, and wellness market when our subsidiary, myLife Wellness Company
("myLife Wellness"), acquired the business of Renu Laboratories, Inc. ("Renu Labs"), a contract developer
and manufacturer, producing both proprietary and non-proprietary health, beauty, and wellness products for third-party clients. It
is our expectation that myLife Wellness will serve as our marketing and e-commerce platform for the products developed and
manufactured by Renu Labs, with a focus on aesthetics, health, nutrition, and cognitive wellness. These products are expected to be
distributed through both retail and wholesale channels. In addition to operating as a standalone platform, myLife Wellness will also
collaborate with our affiliated business platform, iGenius, to promote and offer myLife products to its global membership base and
its customers. Over the next 12 months, we plan to expand the myLife Wellness product line, enhancing our position in the health and
wellness industry and supporting our broader strategy for global growth.

 Sales
and Marketing

 Our
iGenius unit markets its tools, content and products through a network of independent "distributors" located both within
the United States and internationally, 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 tools, products and content 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 memberships. 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.

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

 We
currently market our over-the-counter health, beauty and wellness products through our subsidiary Renu Laboratories, LLC. We also intend
to pursue product sales through the iGenius direct selling network of independent distributors.

 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 curtailed up to approximately
60% as a direct result of low water levels that have cutback local hydroelectric power capacity. We are currently in discussions with
several power suppliers for additional power, as we see no short-term relief in the current curtailment.

 For
our health, beauty and wellness operations, we source raw materials for products as well as other items purchased by us principally from
the United States, China and Canada. Raw materials and other items used by us are available from a variety of suppliers and no one supplier
accounted for more than 12.4% of our total raw material purchases in 2024. We seek to mitigate the risk of a shortage of raw materials
and other items through our relationships with our principal suppliers, including identification of alternative suppliers for the same,
or similar, raw materials and other items where available.

 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.

it is currently in the pre-commercialization stage, we anticipate that our brokerage and financial technologies business will encounter
significant competition from full-commission, online and discount brokerage firms, as well as from financial institutions, mutual fund
sponsors and other organizations, many of which are significantly larger and better capitalized than us. We believe that additional competitors
such as banks, insurance companies, providers of online financial and information services and others will continue to be attracted to
the online brokerage industry as they expand their product lines. Many of these competitors are larger, more diversified, have greater
capital resources, and offer a wider range of services and financial products than us. Some such firms are offering their services over
the Internet and have devoted more resources to and have more elaborate websites than us. We anticipate that we will compete with a wide
variety of vendors of financial services for the same customers.

 The
over-the-counter health, beauty and wellness industry is highly competitive. Our competitors include a number of large, nationally known
brands, and many smaller brands, manufacturers and distributors. The sales of products through online marketplace platforms such as Amazon
and firms' websites continue to expand. Private label products also provide competition to our products. Private label products
are often sold at a discount to branded products. Pharmaceutical companies also offer prescription and over-the-counter products that
are or may be competitive with our products, particularly with regard to certain categories of wellness products. Finally, as the health,
beauty and wellness market generally has low barriers to entry, additional competitors enter the market regularly.

 Government
Regulation

 We
are subject to government regulations 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 government 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.

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.

 Brokerage
and Financial Technologies Services

it is currently in the pre-commercialization stage, our brokerage and financial technologies services will be subject to extensive regulation
under both federal and state laws. The Securities and Exchange Commission ("SEC") is the Federal agency charged with administration
of the federal securities laws. As a broker-dealer with the SEC, Opencash must be registered with both the SEC and maintain its membership
of the Financial Industry Regulatory Authority (FINRA), a self-regulatory organization (SRO) overseen by the SEC. The principal purpose
of regulation and discipline of broker-dealers is the protection of customers and the securities markets, rather than protection of creditors
and stockholders of broker-dealers. The regulations to which broker-dealers are subject cover all aspects of the securities business,
including training of personnel, sales methods, trading practices among broker-dealers, uses and safekeeping of customers' funds
and securities, capital structure of securities firms, record keeping, fee arrangements, disclosure to clients, and the conduct of directors,
officers and employees. Additional legislation, changes in rules promulgated by the SEC and by self-regulatory organizations or changes
in the interpretation or enforcement of existing laws and rules may directly affect the method of operation and profitability of broker-dealers
and investment advisers. The SEC, self-regulatory organizations and state securities authorities may conduct administrative proceedings
which can result in censure, fine, cease and desist orders or suspension or expulsion of a broker-dealer or an investment adviser, its
officers or employees.

 Manufacture
and Development of Over-the-counter Health, Beauty and Wellness Products

 The
formulation, manufacturing, packaging, labeling, advertising, distribution and sale (hereafter, "sale" or "sold"
may be used to signify all of these activities) of our products are subject to regulation by one or more federal agencies, principally
the Food and Drug Administration ("FDA") and the Federal Trade Commission ("FTC"), and to a lesser extent the
Consumer Product Safety Commission ("CPSC"), the United States Department of Agriculture and the Environmental Protection
Agency. Our activities are also regulated by various governmental agencies for the states and localities in which our products are sold,
as well as by governmental agencies in certain countries outside the United States in which our products are sold. Under current U.S.
regulations, our products must comply with certain labeling requirements enforced by the FDA and FTC, but otherwise generally are not
required to receive regulatory approval prior to introduction into the U.S. market. Among other matters, regulation by the FDA and FTC
is concerned with product safety and claims made with respect to a product's ability to provide health-related benefits. Specifically,
the FDA, under the Federal Food, Drug, and Cosmetic Act ("FDCA"), regulates the formulation, manufacturing, packaging, labeling,
distribution and sale of food, including dietary supplements, and over-the-counter ("OTC") drugs. The FTC regulates the advertising
of these products. The National Advertising Division ("NAD") of the Council of Better Business Bureaus oversees an industry-sponsored
self-regulatory system that permits competitors to resolve disputes over advertising claims. The NAD has no enforcement authority of
its own, but may refer matters that the NAD views as violating the FTC Act, FDA regulations or FTC guides or rules to the FDA or FTC
for further action, as appropriate. As a result of our efforts to comply with applicable statutes and regulations, we may from time to
time reformulate, eliminate or relabel certain of our products and/or revise certain provisions of our marketing and sales program. We
believe we are in compliance with all material government regulations applicable to us.

 Human
Capital Resources

 As
of March 20, 2025, we had 42 employees, of which 33 were full-time and 9 were part-time. Of our 42 employees, 9 are employed full-time
in Investview corporate, 11 are employed through iGenius (10 full-time and 1 part-time), 1 is employed full-time through SAFETek, 3 are
employed through IFGH (2 full-time and 1 part-time), 2 are employed full-time through Opencash and 16 are employed through Renu Laboratories
LLC (9 full-time and 7 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, 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, we 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 technological 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 in March
2024. The proprietary elements of each of our trading platforms are protected as trade secrets.

 With
respect to our health, beauty and wellness business, we own two trademarks that have been registered with the United States Patent and
Trademark Office and have filed applications to register additional trademarks. In addition, we claim domestic trademark and service
mark rights in numerous additional marks that we use. We regard our trademarks and other proprietary rights as valuable assets and believe
they make a significant positive contribution to the marketing of our products. We protect our legal rights concerning our trademarks
by appropriate legal action. We rely on common law trademark rights to protect our unregistered trademarks. Common law trademark rights
do not provide us with the same level of protection as afforded by a United States federal registration of a trademark. In addition,
common law trademark rights are limited to the geographic area in which the trademark is actually used. We may not register all or even
some of our trademarks in every country in which we conduct business or intend to conduct business.

 Corporate
History

 Investview
was incorporated 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.
Information regarding Opencash Securities, LLC is available at www.opencash.com. Information regarding Renu Laboratories LLC is
available at www.renulabs.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

 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 2024 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 23% of the Company's current fully-diluted shares. To date, we have been unable to monetize
on the assets we purchased from MPower.

 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 an aggregate of three convertible promissory notes that bear rates
of interest between 20.00% and 38.50% per annum and are subject to conversion by DBR Capital at a price of $0.007 per share. Under the
first three loans, DBR Capital had the right to lend to the Company up to an additional $7.7 million for which the Company had no call
rights, on substantially the same terms as the prior loans, through December 31, 2024. In February 2025, the terms of the note financing
arrangement were amended so that DBR Capital has been given until August 31, 2025 to lend to the Company a minimum of $2,000,000, and
until December 31, 2026 to lend to the Company the balance of up to $5,700,000. The amendment also substantially reduces the interest
rate for the first $2 million that may be advanced by DBR Capital from 38.5% to 18.75% per annum, and further substantially reduces the
interest rate to 10% per annum (also from 38.5%) for any amounts loaned in excess of $2 million. The terms and conditions of the credit
arrangements with DBR Capital 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 proprietary 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 that the trading platform that we acquired in the acquisition will become a fundamental
part of our overall strategy to create a Brokerage and Financial Markets business, our expected deployment of those assets was unexpectedly
delayed due to complications and delays in the process of finding a broker-dealer relating to a former officer's then ongoing legal
proceedings. Although we have since acquired a broker-dealer through our acquisition of Opencash in 2024, we might not achieve our expected,
or any, return on this investment. To date, we have been unable to monetize on the assets we purchased from MPower. 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.

 Unfavorable
publicity associated with our now concluded SEC inquiry.

 We
have experienced unfavorable publicity for several years that, to some extent, we attribute to the SEC inquiry that had been ongoing
since November 2021. The unfavorable publicity had a negative impact on our commercial banking and credit card processing relationships,
employees, business, products, and reputation, and negatively impacted our ability to attract, motivate, and retain banking relationships,
members and distributors, and our ability to generate revenue. In recognition that we settled the outstanding matter with the SEC, it
would be our expectation that the unfavorable publicity we experienced in the past will dissipate over time; however, there can be no
assurances to that effect.

 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, 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 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. 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.

2024, we instituted collection efforts through litigation against one of our credit card processors and its clearing bank as efforts
to account for and collect approximately $1.87 million of our credit card receivables that were supposed to have been held by them in
reserve, have not proven successful.

 The
Company's financial statements as of December 31, 2024, reflect a receivables balance of $2.53 million. Of that balance, $2.19
million represents receivables that arise out of credit card transactions generated by the Company's iGenius subsidiary. The credit
card transactions that arise out of the ordinary course operations of the Company's iGenius subsidiary are processed by the Company's
credit card processors, in conjunction with their clearing banks. Over time, the balance of credit card collections being held by one
of our credit card processors and its clearing bank, which are legally supposed to be held for the benefit of the Company, subject to
coverage for chargebacks and other normal course collection issues, has increased to approximately $1.87 million, an amount that has
been generally confirmed by the credit card processor. As they had been unresponsive to our repeated demands for payment, claiming that
they were in the process of concluding their internal accounting of the amounts due and status of our accounts, in March 2024, the Company
instituted a lawsuit against this credit card processor and its clearing bank seeking, among other things, an accounting for and repayment
of the withheld funds. Notwithstanding, to date, we have been unable, through negotiations and through our lawsuit, to recover any amount
of the receivable balances owed to us as the credit card processor asserts, among others, that it continues to evaluate possible exposure
to chargebacks and other normal course collection issues. Recently, however, the Company's application for a pre-judgment writ
of attachment against both the credit card processor and the clearing bank, has been granted. Although the Company's collection
efforts will likely be enhanced by application of the pre-judgment writ of attachment, there can still be no assurances that the Company
will be able to collect some or all of the funds owed to it. Should the Company be unable to collect some or all of the funds owed, it
will be caused to incur a corollary bad debt expense of up to the uncollected amount which is currently approximately $1.87 million.
Furthermore, the Company may be caused under generally accepted accounting principles to incur a bad debt expense if it is determined
that the amounts owed to the Company are unlikely to be collected, although the Company has not yet reached that conclusion. A charge
of up to $1.87 million, which represents less than 10% of the Company's current assets, would not have a material adverse effect
upon the Company's long-term liquidity, however, could have a material adverse effect upon the Company's net earnings in
the period incurred.

 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. 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 primarily 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 memberships 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. 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,
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. An inability to develop new products, 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 in material 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.

 We
have recently had to respond to allegations from Canadian Securities regulators that our iGenius business unit engaged in unlicensed
regulated securities activities; Our business could be negatively affected if we are required to defend similar allegations from securities
regulators in the United States or in other foreign countries in which we do business.

 From
time to time, we receive notices or formal actions from foreign or domestic regulatory authorities or administrative agencies, which assert
that certain activities of our iGenius business constitute unlicensed activities as an unregistered securities dealer or advisor
under local laws. However, we do not believe that our iGenius business unit violates any such laws as we believe we are merely a provider
of financial education and related tools that access information that is available publicly or without a licensing requirement, or that
through affinity programs provide access to lawful services or products offered by third parties neither owned or operated by iGenius.
When we are confronted with such allegations, we may either elect to challenge the legal basis thereof when we believe it is appropriate
or economically compelling, or in the instances in which the financial impact of the relief sought is de minimis, we may elect to settle
with any such regulator, often without admitting any violation of law. Towards that end, we have recently been the target of regulatory
scrutiny by securities regulators in Canada. During 2024, we received a letter of inquiry from the Ontario Securities Commission ("OSC")
in which they questioned whether iGenius was engaged in securities activities without being registered under their securities act. Specifically,
the OSC identified concerns that iGenius was selling ndau – which they considered an investment contract – and also noted
that they had concerns about certain third-party product offerings and access to market experts that were made available to iGenius customers.
Even though we believe that our iGenius business fully complies with all applicable securities laws, due to the immaterial scope and
scale of our operations in Ontario, Canada, we elected to settle the matter with the OSC without the need to engage in a protracted and
costly legal dispute. Rather, we agreed with the OSC to conclude the inquiry by implementing a geoblock throughout Ontario such that
no Ontario-based customers would be able to access any of the disputed product offerings.

 Later
in 2024, we and one of our independent distributors received an enforcement action from the financial regulators in Quebec, Canada, known
as the Autorit des march s financiers (the "AMF"), in which they challenged certain inappropriate marketing
communications they characterized as "inappropriate" made by this particular distributor, and as well alleged that iGenius
was inappropriately engaging in regulated securities activity without being appropriately registered to do so in Quebec. In discussions
with the AMF, it became clear that the focus of their inquiry was on certain "touting" of financial results by this particular
distributor which we concluded was unauthorized and in violation of our own internal policies and we terminated the distributor. As well,
the AMF raised concerns about certain "robotic" trading platforms that were made available to iGenius customers through third-party
products that iGenius makes available to its subscribers. Even though we believe that our iGenius business fully complies with all applicable
securities laws, due to the immaterial scope and scale of our operations in Quebec, Canada, we elected to engage in settlement discussions
with the AMF without the need to engage in a protracted and costly legal dispute. In addition to the termination of our distributor,
we have reached a tentative understanding in principle with the AMF by which we offered to institute in Quebec the same type of geoblock
that we implemented in Ontario, as well as agreed to pay a CAD $15,000 fine. The parties are negotiating the terms of a written settlement
agreement, and the agreement is still subject to AMF approval.

 We
have carefully evaluated the basis for the claims asserted by the OSC and the AMF and we have concluded that our iGenius business unit
operates generally in compliance with applicable securities rules and regulations. Our completed and pending settlements, however, with
the OSC and AMF could expose us to similar claims from other securities regulators in the United States and in other foreign countries
in which we operate. Were such claims to be made, we could be exposed to having to defend our business model in protracted and costly
legal disputes, or else engage in similar settlements in which we agree to limit the geographic scope of our operations, either of which
alternatives could have an adverse effect on our liquidity and operations.

 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 and access to a proprietary digital currency called "ndau" (which was discontinued during August 2023). 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.

 Our
business could be negatively affected by claims related to a financial product underwritten, administered and managed by a third-party
provider, Total Protection Plus.

 Included
in the Apex sale and leaseback program that was discontinued in 2021, was a "guaranteed assets buy-back product"
underwritten, administered and managed by a third-party provider, Total Protection Plus ("TPP"), which was intended to
provide customers who participated in the Apex sale and leaseback program with a financial protection program (the "TPP
Program"), under which customers, provided they complied with certain TPP required claims procedures, could elect to collect a
cash payout in either a five-or-ten year interval after their initial purchase. As part of their sales and marketing materials, TPP
represented that they were a purported affiliate of a well-known global insurance brokerage firm that had sufficient capital
resources, reserves and liquidity to support any payouts needed to satisfy their obligations under the TPP Program. TPP was paid
substantial premiums for the program. In most instances, the premium for the TPP program was included in the package price for the
Apex program, at no additional cost to the customer.

 Separately,
iGenius members who purchased ndau from the Company through an Oneiro sponsored ndau distribution program, were also given the
opportunity to participate in a TPP Program similar to the program offered to our Apex customers; which in this case was intended to
provide customers who purchased ndau with a financial protection program under which such customers, provided they complied with
certain TPP required claims procedures, could elect to collect a cash payout in either a five- or ten-year interval after their
initial purchase. Participation in this program was also in reliance on sales and marketing materials by which TPP represented that
they were a purported affiliate of a well-known global insurance brokerage firm that had sufficient capital resources, reserves and
liquidity to support any pay-outs needed to satisfy their obligations under the TPP Program. Prior to terminating the distribution
of ndau during August 2023, we distributed over $16.6 million in ndau to our members purportedly supported by the TPP Program. As in
the same case as had been done with respect to the Apex customers, TPP was paid substantial premiums for the program, and those
premiums were included in the purchase price for the ndau program, 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 vendor compliance protocols, having cited certain offshore confidentiality entitlements by which
it was unwilling to provide evidence of its financial support arrangements. 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; despite the payment of over $6 million to TPP to secure the benefits
of the TPP Program.
Our level of concern over the viability of the TPP Program has recently increased materially as we have come to learn that: (i) certain
of our customers have been unable to reach TPP in order to process claims for their 5-year promised returns; (ii) certain customers have
informed us that the TPP website has been inoperative and customers have been unable to process their claims; and (iii) an email communication
purportedly from TPP, or an affiliate thereof, has been received by certain of customers in which the sender asserts that the obligations
of TPP under the TPP Program were (unbeknownst to us and our customers) purportedly dependent on the financial wherewithal of another
heretofore undisclosed TPP affiliate, that the email claims now has no ability to satisfy the commitments originally made by TPP.

 To respond to these concerns, and in an effort to advance the interests
of our customers, on March 28, 2025, we commenced an action against Total Protection Plus, UIU Holdings LLC, Jason R. Anderson, Jacob
S. Anderson, and Schad E. Brannon (collectively, "TPP"), in the Court of Chancery of the State of Delaware captioned Investview
et al., v. UIU Holdings, LLC et al., seeking to, among other things, compel TPP to fulfill the commitments that were made to the Company's
customers under the TPP Program.

 We
cannot ensure that TPP will comply with its contractual commitments to our customers, in which case these customers may not be able
to realize the cash payouts promised by TPP; despite the substantial payments made to TPP to secure the benefits of
the TPP Program. As the direct responsibility for compliance with the TPP Program resides with TPP;
particularly as the program was underwritten, managed and administered by TPP as an independent third-party vendor (and with respect
to ndau, the underlying ndau was developed and marketed by an additional third-party vendor), and in recognition of the
customers' acceptance of their participation in the program, we do not believe that we have any legal responsibility to cover
any potential claims of customers who participated in the TPP Program. There is, however, a risk that any failure of TPP to perform
its obligations to our customers could expose us to commercial claims of dissatisfied customers, regardless of the legal foundation
associated therewith. The possible assertion 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

 Our
success depends on external factors affecting the Bitcoin industry.

 The
Bitcoin industry has historically been subject to various risks relating to Bitcoin, as an asset, which have adversely affected the market
price of Bitcoin. Ownership of Bitcoin has, historically, been concentrated in a relatively small number of persons or entities that,
collectively, hold a significant number of Bitcoin (referred to as "whales" in the Bitcoin industry). While ownership of
Bitcoin has diversified significantly in recent years, whales continue to exist whose market activity (e.g., sales of large numbers of
Bitcoin) could have an adverse effect on the demand for, and market price of Bitcoin, which could have an adverse effect on our business
and results of operation. Further, while larger, increasingly regulated exchanges with greater transparency and oversight have begun
to proliferate, the Bitcoin economy remains nascent and largely opaque. The venues for Bitcoin transactions may experience greater operational
problems and be exposed to a greater risk of facilitating unethical, fraudulent or illicit transactions (such as "wash trading"),
than traditional financial markets and securities exchanges. Digital asset trading platforms may also be susceptible to "front-running"
activity, which is the process by which someone uses technology or market advantage to obtain prior knowledge of upcoming transactions
allowing bad actors to take advantage of forthcoming price movement and make economic gains at the cost of those who introduced the transactions.
Front-running is a frequent activity on centralized and decentralized digital asset trading platforms. Further, venues for Bitcoin transactions
do not typically make complete information regarding their ownership structure, management teams, corporate practices, and regulatory
compliance available to the public, who are, therefore, unable to verify the impartiality of such venues in respect of the Bitcoin transactions
they facilitate. As a result of such lack of regulation and transparency, as well as the risk posed by Bitcoin whales, wash trading and
front-running, the public may lose confidence in Bitcoin transactions and the price integrity of the digital asset, which could adversely
affect the market price of Bitcoin, perhaps materially, which would have an adverse impact on our business and results of operations.

 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;

 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; and

 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 revenue from
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.

 We
operate in a highly competitive market and if we fail to grow our hash rate, in a cost-effective manner, we may be unable to compete.

 Generally,
a Bitcoin miner's chance of solving a block on the Bitcoin blockchain and earning a Bitcoin reward is a function of the miner's
hash rate, relative to the global network hash rate. As greater adoption of Bitcoin occurs, we expect that the demand for Bitcoin will
continue to increase, drawing more mining companies into the industry and thereby increasing the global network hash rate. As new and
more powerful miners are deployed, the global network hash rate will continue to increase, meaning a Bitcoin miner's chance of
earning Bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry. Accordingly, to compete in this
highly competitive industry, we believe we will need to continue to acquire new more effective and energy-efficient miners, both to replace
those lost to ordinary wear-and-tear and other damage, and to increase our hash rate to keep up with a growing global network hash rate.

 These
new miners are highly specialized servers that are difficult to produce at scale. As a result, there are limited producers capable of
supplying large numbers of sufficiently effective miners, and, as demand for new miners has increased, and will likely continue to increase,
in response to increased Bitcoin prices, we have observed that the price of these new miners has also increased. If we are unable to
acquire enough new miners or otherwise access sufficient capital to fund acquisitions to grow our hash rate, our results of operations
and financial condition could be adversely affected, as could investments in our securities.

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.

is subject to Halving, which is the process by which the Bitcoin reward for solving a block is reduced by 50% for 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 April 2024, with a revised
payout of 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 Bitcoin 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, as detailed in the risk factor above. 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.

 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 capital
investments in our 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.

 The
foregoing risk is heightened as a result of our reliance on 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 sole 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 curtailed by up to approximately 60% as a direct result of low water levels that
have cutback local hydroelectric power capacity. We believe the potential adverse effect of the power supply curtailment and our reliance
on a sole power supplier was mitigated in large part due to our decision to curtail our Bitcoin mining operations (and, in turn, our
electrical usage) until we could mine on a cost-effective basis. Thus, while the power supply curtailment has not yet had an adverse
effect on our business, if Bitcoin market conditions become more favorable and cost-effective and we determine to ramp our mining operations
back to their full capacity and the power supply curtailment continues or our sole provider raises its prices or cannot meet our needs,
our business and results of operations could be materially and adversely affected, and investors in our securities could be harmed.

 Climate
change, and the regulatory and legislative developments related to climate change, may materially adversely affect our business and financial
condition.

 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. As noted in the prior risk factor, since the beginning of 2024, our
power supply has been curtailed by up to approximately 60% as a direct result of low water levels that have cutback local hydroelectric
power capacity. 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 as 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 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.

 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 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 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.

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 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 Health, Beauty and Wellness Business

 We
have a limited history in the health, beauty and wellness industry upon which you can evaluate our business and prospects.

 Our
prospects must be considered in light of the risks encountered by companies in the early stages of development in highly competitive
markets, particularly the markets for health, wellness and beauty products. You should consider the frequency with which early-stage
businesses encounter unforeseen expenses, difficulties, complications, delays and other adverse factors.

 Our
products are subject to government regulation, both in the US and abroad, which could increase our costs significantly and limit or prevent
the sale of our products.

 The
manufacturing, packaging, labeling, advertising, promotion, distribution, and sale of our products are subject to regulation by numerous
national and local governmental agencies in the United States and other countries. The primary regulatory bodies in the United States
are the FDA and FTC. Failure to comply with these regulatory requirements may result in various types of penalties or fines. These include
injunctions, product withdrawals, recalls, product seizures, fines, and criminal prosecutions. Approvals or licensing may be conditioned
on reformulation of products or may be unavailable with respect to certain products or product ingredients. Any of these government agencies,
as well as legislative bodies, can change existing regulations, or impose new ones, or could take aggressive measures, causing or contributing
to a variety of negative consequences, including:

 requirements
 for the reformulation of certain or all products to meet new standards;

 the
 recall or discontinuance of certain or all products;

 additional
 record keeping;

 expanded
 documentation of the properties of certain or all products;

 expanded
 or different labeling;

 adverse
 event tracking and reporting; and

 additional
 scientific substantiation.

 Any
or all of these requirements could have a material adverse effect on us. There can be no assurance that the regulatory environment in
which we operate will not change or that such regulatory environment, or any specific action taken against us, will not result in a material
adverse effect on us.

 If
we experience product recalls, we may incur significant and unexpected costs, and our business reputation could be adversely affected.

 We
may be exposed to product recalls and adverse public relations if our products are alleged to cause injury or illness, or if we are alleged
to have violated governmental regulations. A product recall could result in substantial and unexpected expenditures, which would reduce
operating profit and cash flow. In addition, a product recall may require significant management attention. Product recalls may hurt
the value of our brands and lead to decreased demand for our products. Product recalls also may lead to increased scrutiny by federal,
state or international regulatory agencies of our operations and increased litigation and could have a material adverse effect on our
business, results of operations, financial condition and cash flows.

 We
may experience product liability claims and litigation to prosecute such claims, and although we maintain product liability insurance,
which we believe to be adequate for our needs, there can be no assurance that our insurance coverage will be adequate or that we will
be able to maintain adequate insurance coverage.

 As
a manufacturer and a distributor of products for human use and consumption, we may experience product liability claims and litigation
to defend such claims. Additionally, the manufacture and sale of these products involves the risk of injury to consumers as a result
of tampering by unauthorized third parties or product contamination. We carry insurance coverage in the types and amounts that we consider
reasonably adequate to cover the risks we face. If insurance coverage is inadequate or unavailable or premium costs continue to rise,
we may face additional claims not covered by insurance, and claims that exceed coverage limits or that are not covered could have a material
adverse effect on us.

 Disruption
in our supply chain and changes to tax or trade policy could negatively impact our business.

 Some
of the ingredients, packaging materials, and other products we purchase may only be available from a single supplier or a limited group
of suppliers, including suppliers located outside the U.S. in China and Canada. While alternate sources of supply are generally available,
the supply and price are subject to market conditions and are influenced by other factors beyond our control. We do not have long-term
contracts with many of our suppliers, and therefore they could increase prices or cease doing business with us. As a result, we may be
subject to price fluctuations or demand disruptions.

 The
prices of raw materials, packaging materials and freight are subject to fluctuations in price attributable to, among other things, global
competition for resources, weather conditions, changes in supply and demand of raw materials, or other commodities, fuel prices and government-sponsored
agricultural programs. Volatility in the prices of raw materials and other supplies we purchase could increase our cost of sales and
reduce our profitability, and we have no guarantees that prices will not rise. Our ability to pass along higher costs through price increases
to our customers is dependent upon competitive conditions and pricing methodologies employed in the various sales channels in which we
compete, and we may not be successful in implementing price increases. In addition, any price increases we do implement may result in
lower sales volumes. Customers and consumers may choose to shift purchases to lower-priced private label or other value offerings which
may adversely affect our results of operations.

 Additionally,
any major changes in tax or trade policy, such as the imposition of additional tariffs or duties on imported products, or trade sanctions,
between the U.S. and countries from which we source merchandise, directly or indirectly, could require us to take certain actions, such
as raising prices on our products or seeking alternative sources of supply from vendors with whom we have less familiarity, which could
adversely affect our reputation, revenue, and our results of operations.

 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 entities, Renu Labs and Opencash. 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
recent settlement with the SEC may limit our ability to access private financings.

 Our
recent January 17, 2025 settlement with the SEC, in as much as it causes us to cease and desist from committing any further violations
of Sections 5(a) and 5(c) of the Securities Act, could, absent an SEC waiver, impair our efforts to raise private capital under a commonly
used exemption from the SEC's registration requirements, which could make our financing efforts more difficult and less efficient.

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

 Our
common stock has closed as low as $0.004 per share and as high as approximately $0.030 per share during the year ended December 31, 2024.
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.

 Sales
of substantial amounts of our common stock in the public markets or the perception that sales might occur, could cause the trading price
of our common stock to decline.

 Our current and former officers, directors and certain of our significant shareholders will soon be permitted to sell in the market up
to an aggregate of approximately 381,205,961 shares of our common stock, as well as 565 million shares of our common stock that may be
issuable in the future upon the redemption, if at all, of shares of Class B Redeemable Units of our IFGH subsidiary, that were issued
in September 2021 in connection with our acquisition of the algorithmic trading platform of MPower, as the lock-up agreement that prohibited
any such market sales is scheduled to expire on April 25, 2025. Sales of substantial amounts of stock in the public markets following
the expiration of the lock-up period, or the perception that sales might occur, could cause the trading price of our common stock to decline.

 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, 2026.
The presence of these arrangements could make it difficult for the Company to attract third-party capital in the future.

 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 could make it difficult for the Company to attract third-party capital in the future.

 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, 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.

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 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 23% of the Company's current fully-diluted shares.

 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 is quoted 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 quoted 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. First, because we intend to retain earnings, if
any, to finance the development and expansion of our business. Next, we are subject to certain restrictions on declaring dividends under
our existing convertible note financing arrangements with DBR Capital, LLC and the Certificate of Designation of our Series B Preferred
Stock. 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 regular 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. These policies are intended
to identify cybersecurity threats that may be associated with both internally managed systems and systems managed by third-party service
providers.

 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

 Our
board, 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. Our SIO 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.
Our SIO provides management with periodic reports regarding cybersecurity and data privacy measures and procedures, the identification
of security gaps and compliance with applicable cybersecurity and data privacy regulations. Management then briefs our board at scheduled
meetings regarding cybersecurity and data privacy developments.

 Management
and our 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 2024, 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 consisting of approximately 7,102 square feet of office space are located at 521 West Lancaster Avenue, Second
Floor, Haverford, Pennsylvania 19041 and are being leased under a one-year lease agreement that will expire in December 2025. Our iGenius
LLC headquarters consisting of approximately 1,325 square feet of office space are located at 459 North 300 West, #15, Kaysville, Utah
84037 and is on a month-to-month lease. The manufacturing headquarters consisting of approximately 12,500 square feet of office and manufacturing
space for Renu Laboratories LLC are located at 1836 Stout Drive, #1, 2, 5, 6, and 7, Warminster, Pennsylvania 18974 and are being leased
under a 14-month lease that will expire in December 2025. Additionally, approximately 5,849 square feet of warehouse space for Renu Laboratories
LLC located at 48 Vincent Circle, #48A, Ivyland, Pennsylvania 18974 is being leased for storage of materials and pre-finished goods under
a 2-year lease agreement that will expire in December 2026. Our Opencash Securities LLC headquarters, consisting of approximately 134
square feet of office space, are located at 1120 NASA Parkway, #220C, Houston, Texas, 77058 and is on a one-year lease that will expire
in December 2025. We lease administrative office space, 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.

 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 currently 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. The SEC order, the factual and legal findings
of which we neither admit nor deny, relates to a program developed by prior management involving the sale/leaseback of high-performance
server equipment primarily used for bitcoin mining to investors from July 2019 through June 2020. In its order, the SEC concluded that
the interests of the Company offered in connection with the program were unregistered investment contracts sold in violation of Sections
5(a) and 5(c) of the Securities Act of 1933, as amended. On January 17, 2025, we reached an agreement and entered into a settlement with
the SEC to resolve the inquiry. As part of the settlement, we agreed to pay the SEC a penalty of $375,000 and to cease and desist from
continuing any further violations of Sections 5(a) and 5(c) of the Securities Act of 1933, as amended.

 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 quoted on the OTCQB under the symbol "INVU." You should be aware that over-the-counter market quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

 As
of March 20, 2025, we had approximately 624 stockholders of record of our common stock and 1,858,525,896 shares of common stock issued
and outstanding.

 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. Other than payment
of a dividend of $3.25 per annum, paid quarterly, on our 13% Series B Cumulative Redeemable Perpetual Preferred Stock ("Series
B Preferred Stock"), we intend to retain earnings, if any, to finance the development and expansion of our business. In addition,
we and our subsidiaries are subject to certain restrictions on declaring dividends under our existing Convertible Note Financing Arrangements
with DBR Capital, LLC and the Certificate of Designation of our Series B Preferred Stock. 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 services company offering multiple business units across key sectors, including a financial
education division offering tools, products and content through a global network of independent distributors; a manufacturing division
focused on proprietary over-the-counter aesthetics, health, nutrition and cognitive wellness products for wholesale and retail markets,
with strategic plans for global expansion; an early-stage online trading platform that intends to offer self-directed retail brokerage
services; and a business unit that owns and operates a sustainable blockchain business focused on bitcoin mining.

 Recent
Material Developments

 Private
Share Repurchase Transactions

 We
have 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 three 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 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 October 25, 2024, we announced that we entered into an agreement
to purchase from certain non-affiliated shareholders, in a private transaction, a total of 121 million shares of our common stock. Closing
under the share purchase transaction, however, was subject to certain customary and standard closing conditions, including, primarily,
the delivery of the purchased shares to the Company at a closing to be conducted on or before an outside termination date of February
23, 2025. As of the date of this Report, the sellers in the transaction have been unable to arrange delivery of the shares. Accordingly,
we cannot assure that the transaction will occur as announced. We have reserved our rights under the agreement.

 Acquisition
of Business of Opencash

 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.

 Acquisition
of Business of Renu

 On
October 11, 2024, we acquired substantially all of the business and assets of Renu Labs.
The total purchase price of Renu Labs was $1,780,000. As part of this acquisition, we also issued 5,000,0000 stock options to the principal
of Renu Labs, which options are scheduled to vest in equal amounts over a five-year period, at an exercise price of $0.05 per share with
a ten-year life.

 Settlement
of Outstanding Matter with the SEC

November 2021, we received a subpoena from the United States Securities and Exchange Commission ("SEC") for the production
of documents. The SEC order, the factual and legal findings of which we neither admit nor deny, relates to a program developed by prior
management involving the sale/leaseback of high-performance server equipment primarily used for bitcoin mining to investors from July
2019 through June 2020. In its order, the SEC concluded that the interests of the Company offered in connection with the program were
unregistered investment contracts sold in violation of Sections 5(a) and 5(c) of the Securities Act of 1933, as amended. On January 17,
2025, we reached an agreement and entered into a settlement with the SEC to resolve the inquiry. As part of the settlement, we agreed
to pay the SEC a penalty of $375,000 and to cease and desist from continuing any further violations of Sections 5(a) and 5(c) of the
Securities Act of 1933, as amended.

 Amendment of Credit Arrangements with DBR
Capital

 On
or about February 28, 2025, the Company and DBR Capital entered into an amendment to the Securities Purchase Agreement (the "Amendment"),
approved by the disinterested members of the Company's Board of Directors. Pursuant to the Amendment, DBR has been given until
August 31,2025 to lend to the Company a minimum of $2.0 million, and until December 31, 2026 to lend to the Company balance of up to
$5.7 million. The Amendment also substantially reduces the interest rate for the first $2 million that may be advanced by DBR Capital
from 38.5% to 18.75% per annum, and further substantially reduces the interest rate to 10% per annum (also from 38.5%) for any amounts
loaned in excess of $2 million.

 Announcement of Stock Repurchase Program

 On
March 6, 2025, the Board of Directors authorized a stock repurchase program that will allow the Company to repurchase up to $1,000,000
in aggregate value of shares of the Company's common stock, par value $0.001 per share, through March 6, 2026. As of the date of
this filing, 705,890 shares have been repurchased for $16,618. These shares are being held by the Company in Treasury.

 Results
of Operations

 Year
Ended December 31, 2024, Compared to Year Ended December 31, 2023

 Revenues

 Year Ended December 31,

 Increase

 2024

 2023

 (Decrease)

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

 $

 $
 56,036,052

 $
 (8,974,762
)

 Mining revenue

 (6,161,550
)

 Health and wellness product sales

 -

 Cryptocurrency revenue

 -

 513,285

 (513,285
)

 Mining equipment repair revenue

 Total revenue, net

 $

 $

 $
 (15,538,900
)

 Total
revenue, net, decreased $15,538,900, or 23%, from $67,920,871 for the year ended December 31, 2023, to $52,381,971 for the year ended
December 31, 2024. The decreases of $9.0 million, $6.2 million, and $513 thousand pertain to a contraction in our membership revenue,
mining revenue, and cryptocurrency revenue, respectively. The $9.0 million (16%) decrease in membership revenue was largely attributable
to a combination of shifts in consumer behavior and demand following the COVID-19 pandemic as individuals re-evaluated their spending
priorities, lifestyle habits, and engagement preferences, as well as broader global macroeconomic changes that have caused a general
slowdown in direct sales and home-based business. This trend reflects broader market changes and has impacted overall participation and
retention rates. The $6.1 million (54%) decrease in mining revenue was a result of "Bitcoin
Halving" which occurred on April 19th, 2024, decreasing the reward to 3.125 Bitcoin per block solved from the previous reward rate
of 6.25 Bitcoin per block solved, an increase in Bitcoin Network Difficulty and a mandated power curtailment enforced by the government-controlled
utility companies in Northern Europe, partially offset by an increase in the price of Bitcoin; and the $513 thousand decrease in cryptocurrency
revenue was due to the discontinuation of our distribution of NDAU during the year ended December 31, 2023. These decreases were offset
by a $111 thousand increase in health and wellness product sales which can be explained by the purchase of the business and assets of
Renu Laboratories, Inc. in October 2024.

Costs

 Year Ended December 31,

 Increase

 2024

 2023

 (Decrease)

 Cost of sales and service

 $
 6,056,491

 $
 10,736,709

 $
 (4,680,218
)

 Commissions

 25,913,260

 31,716,399

 (5,803,139
)

 Selling and marketing

 569,491

 560,065

 9,426

 Salary and related

 6,626,588

 7,112,954

 (486,366
)

 Professional fees

 1,547,288

 1,378,367

 168,921

 Impairment expense

 2,056,386

 (284,495
)

 Loss (gain) on disposal of assets

 223,630

 (43,307
)

 General and administrative

 8,022,020

 9,531,431

 (1,509,411
)

 Total operating costs and expenses

 $
 50,687,252

 $
 63,315,941

 $
 (12,628,689
)

costs decreased $12,628,689, or (20%), from $63,315,941 for the year ended December 31, 2023, to $50,687,252 for the year ended
December 31, 2024. The decrease can be explained by a reduction in commissions of $5.8 million, which was a result of a decrease in
our membership revenue, a decrease in cost of sales and services of $4.7 million, which was a result of a power curtailment mandated
by the government-controlled utility companies in Northern Europe, a decrease in salary and related of $486 thousand, which was a
result of a decrease in stock based compensation, a decrease in general and administrative expenses, which was a result of decreases
in credit card processing fees due to the decreases in our membership revenue and decreases in costs related to our mining
operations, and a decrease in impairment expense of $285 thousand due to impairment of our data processing equipment during the
current year being slightly less than the impairment of other assets in the prior year.

 Other
Income (Expense)

 Year Ended December 31,

 2024

 2023

 Change

 Loss on Settlement

 $
 (375,000
)

 $
 -

 $
 (375,000
)

 Gain (loss) on fair value of derivative liability

 4,974

 18,691

 (13,717
)

 Realized gain (loss) on cryptocurrency

 452,450

 255,268

 197,182

 Interest expense

 (18,801
)

 (18,750
)

 (51
)

 Interest expense, related parties

 (1,240,529
)

 (1,239,603
)

 (926
)

 Other income (expense)

 1,567,543

 1,389,796

 177,747

 Total other income (expense)

 $
 390,637

 $
 405,402

 $
 (14,765
)

 We
recorded other income of $390,637 for the year ended December 31, 2024, which was a decrease of $14,765, or 4%, from the prior year
other income of $405,402. The change is due to a realized gain on cryptocurrency in the current period of $452 thousand compared to a realized
gain of $255 thousand in the prior year and an increase in other income in the current period of $178 thousand, as we recognized
more interest income in the current period due to our cash balances being held in higher interest-bearing accounts, as compared to the
equivalent prior year period, and as a result of an increase in ticket sales from certain promotional events iGenius held during the
years ended December 31, 2024 and 2023. These increases were offset by a loss on settlement in the current year with the SEC to resolve the SEC inquiry previously disclosed by the Company in November 2021.

 Liquidity
and Capital Resources

 During the year ended December 31, 2024, we met our short-and long-term
working capital and capital expenditure requirements. Our net cash provided by operating activities for the year ended December 31, 2024,
was $8.3 million. We used our cash provided by operating activities for the acquisition of substantially all the assets of Renu Labs for $1.1 million, the purchase of fixed assets in the amount of $0.5 million, principal and interest payments on debt of $1.3 million,
the repurchase of common shares totaling $3.4 million, total dividend payments on our preferred stock of $0.7 million and added $1.3 million
to our cash balance, which totaled $22.5 million at December 31, 2024. We believe we will have sufficient resources, including cash flow
from operations and access to capital markets, to meet debt service and other obligations in a timely manner and be able to meet our objectives.

 Trends,
Risks, and Uncertainties

2024, we experienced a material contraction in the revenues generated by our Financial Education and Technology, and our Blockchain Technology
and Crypto Mining Products and Services, business units. In the case of our Financial Education and Technology business unit, the contraction
was largely attributable to a combination of shifts in consumer behavior and demand following the COVID-19 pandemic as individuals re-evaluated
their spending priorities, lifestyle habits, and engagement preferences, as well as broader global macroeconomic changes that have caused
a general slowdown in the direct sales and home-based business industry. In the case of our Blockchain Technology and Crypto Mining Products
and Services business unit, the contraction was largely attributable to a combination of the "Bitcoin Halving" which occurred
on April 19th, 2024, decreasing the reward to 3.125 Bitcoin per block solved from the previous reward rate of 6.25 Bitcoin per block
solved, an increase in Bitcoin Network Difficulty and a mandated power curtailment enforced by the government-controlled utility companies
in Northern Europe, partially offset by an increase in the price of Bitcoin. As we have seen no material change during 2025 in the underlying
macroeconomic conditions that caused these contractions in 2024, we have reason to believe that trends we experienced in 2024 will likely
continue in 2025. Against these headwinds, in 2025, we believe that as we start to commercialize our Opencash business, and as we start
to experience some of the growth we expect from our health and wellness business unit, we may start to experience revenue growth that
was not available during 2024, although we do not expect that these possible lines of growth will in the short-term suffice to offset
the contraction in revenue we experience during 2024. We have otherwise sought to identify in our Risk factors discussion and elsewhere
in this Annual Report on Form 10-K, 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.

 Commitments
and Contingencies

 Related Party Debt

 At
December 31, 2024, we had related party debt of approximately $2.7 million and debt of approximately $520 thousand.

 Third-Party Vendor Buy-Back Program

 Included
in the Apex sale and leaseback program that was discontinued in 2021, was a "guaranteed assets buy-back product"
underwritten, administered and managed by a third-party provider, Total Protection Plus ("TPP"), which was intended to
provide customers who participated in the Apex sale and leaseback program with a financial protection program (the "TPP
Program"), under which customers, provided they complied with certain TPP required claims procedures, could elect to collect a
cash payout in either a five-or-ten year interval after their initial purchase. As part of their sales and marketing materials, TPP
represented that they were a purported affiliate of a well-known global insurance brokerage firm that had sufficient capital
resources, reserves and liquidity to support any payouts needed to satisfy their obligations under the TPP Program. TPP was paid
substantial premiums for the program. In most instances, the premium for the TPP program was included in the package price for the
Apex program, at no additional cost to the customer.

 Separately,
iGenius members who purchased ndau from the Company through an Oneiro sponsored ndau distribution program, were also given the
opportunity to participate in a TPP Program similar to the program offered to our Apex customers; which in this case was intended to
provide customers who purchased ndau with a financial protection program under which such customers, provided they complied with
certain TPP required claims procedures, could elect to collect a cash payout in either a five- or ten-year interval after their
initial purchase. Participation in this program was also in reliance on sales and marketing materials by which TPP represented that
they were a purported affiliate of a well-known global insurance brokerage firm that had sufficient capital resources, reserves and
liquidity to support any pay-outs needed to satisfy their obligations under the TPP Program. Prior to terminating the distribution
of ndau in August 2023, we distributed over $16.6 million in ndau to our members purportedly supported by the TPP Program. As in the
same case as had been done with respect to the Apex customers, TPP was paid substantial premiums for the program, and those premiums
were included in the purchase price for the ndau program, 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 vendor compliance protocols, having cited certain offshore confidentiality entitlements by which
it was unwilling to provide evidence of its financial support arrangements. 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; despite the payment of over $6 million to TPP to secure the benefits
of the TPP Program.
Our level of concern over the viability of the TPP Program has recently increased materially as we have come to learn that: (i) certain
of our customers have been unable to reach TPP in order to process claims for their 5-year promised returns; (ii) certain customers have
informed us that the TPP website has been inoperative and customers have been unable to process their claims; and (iii) an email communication
purportedly from TPP, or an affiliate thereof, has been received by certain of customers in which the sender asserts that the obligations
of TPP under the TPP Program were (unbeknownst to us and our customers) purportedly dependent on the financial wherewithal of another
heretofore undisclosed TPP affiliate, that the email claims now has no ability to satisfy the commitments originally made by TPP.

 To respond to these concerns, and in
an effort to advance the interests of our customers, on March 28, 2025, we commenced an action against Total Protection Plus, UIU Holdings
LLC, Jason R. Anderson, Jacob S. Anderson, and Schad E. Brannon (collectively, "TPP"), in the Court of Chancery of the State
of Delaware captioned Investview et al., v. UIU Holdings, LLC et al., seeking to, among other things, compel TPP to fulfill the commitments
that were made to the Company's customers under the TPP Program.

 We
cannot ensure that TPP will comply with its contractual commitments to our customers, in which case these customers may not be able
to realize the cash payouts promised by TPP, despite the substantial payments made to TPP to secure the benefits of
the TPP Program. As the direct responsibility for compliance with the TPP Program resides with TPP;
particularly as the program was underwritten, managed and administered by TPP as an independent third-party vendor (and with respect
to ndau, the underlying ndau was developed and marketed by an additional third-party vendor), and in recognition of the
customers' acceptance of their participation in the program, we do not believe that we have any legal responsibility to cover
any potential claims of customers who participated in the TPP Program. There is, however, a risk that any failure of TPP to perform
its obligations to our customers could expose us to commercial claims of dissatisfied customers, regardless of the legal foundation
associated therewith. The possible assertion of those claims could have an adverse effect on our business, financial condition, and
operating results.

 Debt and Equity Transactions with
Former Officer

 Beginning
in March 2021, we engaged in certain debt and equity transactions with Joseph Cammarata, who served as an officer and director of the
Company from December 2019 through his termination for cause on or about December 7, 2021, certain of which have exposed the Company to
the uncertainty of possible claims in the future. For additional information, please see Note 10, "Commitments and Contingencies"
to our audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.

 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, SAFETek,
LLC, Investview Financial Group Holdings, LLC, Opencash Finance, Inc., Opencash Securities, LLC, Investview MTS, LLC, myLife Wellness
Company, Renu Laboratories LLC, and Goldman's Pharmaceuticals LLC. The Company also owns 50% of ELRT Technologies, LLC, which has
been included in the consolidated financial statements and the Company has recorded a noncontrolling interest for the 50% interest that
it does not own. 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, 2024 and December 31, 2023, were $1,127,891 and $585,632, 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
($5,186,606 and $11,348,156 for the year ended December 31, 2024 and 2023, 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, 2024 and 2023, we recorded realized gains (losses) on our cryptocurrency transactions of $452,450 and
$255,268, 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.

 Impairment
of Long-Lived Assets

 We
account for the impairment of our long-lived assets in accordance with 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, 2024, data processing equipment which is our bitcoin miners were impaired $1,771,891. The impairment was
due to 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. During the year ended December 31, 2023, no impairment was recorded.

Recognition

 Most
of our revenue is generated by membership sales and payment is received at the time of purchase. We recognize membership 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 our tools, products, and content over
a fixed membership period; therefore, we recognize revenue ratably over the membership period and deferred revenue is recorded for the
portion of the membership period subsequent to each reporting date. Additionally, we offer a designated trial period to first-time membership
customers, during which a full refund can be requested if a customer does not wish to continue with the membership. 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, 2024 and 2023, our deferred revenues for membership revenue
were $1,905,734 and $2,703,398, 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. Further, since the contract is continuously renewing, second by second, the mining contract is considered
to have a duration of less than 24 hours for accounting purposes. 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 calculates our share of block rewards, transaction fees, and mining pool operator
fees. 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 contracts with the mining pool operator. The transaction consideration the Company receives
is net of a contractually agreed upon mining pool operator fee charged and kept by the mining pool operator and is noncash, in the form
of Bitcoin. Given that the contract is continuously renewing, and the duration is considered to be less than 24 hours, the Company measures
the transaction consideration at fair value on the date Bitcoin is received. 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.

 Health
and Wellness Product Sales and Other Revenue

our wholly owned subsidiary, Renu Laboratories LLC, we generate revenue by manufacturing and selling health, beauty and wellness products.
We recognize health and wellness product sales revenue in accordance with ASC 606-10. The Company's performance obligation is complete
when control of the promised goods is transferred to a customer, at which time the Company recognizes revenue in an amount that reflects
the consideration the Company expects to receive in exchange for those goods. The Company terms for the sale are based on free on board
(FOB) shipping point, where the control passes to the customer once the product leaves our warehouse. The Company determines collectability
by requiring certain customers to pay before control is transferred and by performing ongoing credit evaluations and monitoring customer
accounts receivable balances. As of December 31, 2024, deposits collected from customers for orders to be filled at a future date were
$1,014,164.

 Shipping
and direct costs charged to customers, along with fees collected from customers for storing their products in our warehouse facility
located in Warminster, Pennsylvania, are included in revenue as Other Revenue. Shipping and direct costs incurred by the Company are
included in Cost of Sales and Service.

2023, we generated 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.

2023, we recognized 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
was to arrange for the third-parties to provide coin and protection (if applicable) to our customers and payment was received from our
customers at the time of order placement. All customers were given two weeks to request a refund, therefore we would 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 and protection (if applicable), at which time we recognize revenue and the amounts due to our supplier on our
books.

 During 2024, we generated no revenue from the sale of cryptocurrency packages.

Equipment Repair Revenue

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

 Prior
to June 30, 2023, we recognized 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 was to deliver the promised goods to our customers.

generated for the year ended December 31, 2024

generated for the year ended December 31, 2024, was as follows:

 Mining revenue

 Health and wellness product sales

 Other Revenue

 Total

 Gross billings/receipts

 $
 50,086,839

 $

 $
 110,856

 $

 $
 55,407,705

 Refunds, incentives, credits, and chargebacks

 (3,025,549
)

 -

 (185
)

 -

 (3,025,734
)

 Net revenue

 $

 $

 $

 $

 $

revenues for the year ended December 31, 2024 were approximately $42.9 million while domestic revenue for the year ended December 31,
2024 was approximately $9.5 million.

generated for the year ended December 31, 2023

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

 $

 $

 $

revenues for the year ended December 31, 2023 were approximately $51.0 million while domestic revenue for the year ended December 31,
2023 was approximately $16.9 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.

 In
December 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements
to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by
requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures
for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after
December 15, 2024; early adoption is permitted. The Company did not elect early adoption and is currently evaluating the impact the updated
guidance will have on its 2025 disclosures.

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU
2023-07"). ASU 2023-07 is intended to enhance reportable segment disclosures by requiring disclosures of significant segment expenses
regularly provided to the CODM, requiring disclosure of the title and position of the CODM and explanation of how the reported measures
of segment profit and loss are used by the CODM in assessing segment performance and allocation of resources. ASU 2023-07 is effective
for the Company for annual periods beginning after December 31, 2023. The Company adopted ASU 2023-07 for the year ended December 31,
2024. As a result of the adoption, the Company added this disclosure in Note 11. Segment Information, to present significant expenses
that are included within cost of revenue, by reportable segment, which are presented to the CODM.

 In
December 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 requires, in the notes to the financial statements, disclosures of specified
information about certain costs and expenses specified in the updated guidance. ASU 2024-03 is effective for annual reporting periods
beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The
Company did not elect early adoption and is evaluating the impact the updated guidance will have on its disclosures in 2026.

 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.

 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

 Although we have recently experienced a decrease in our revenues and net
income, we believe that as we start to commercialize our Opencash business, and as we start to experience some of the growth we expect
from our health and wellness business unit, we may start to 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
quoted 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, 2024.

 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, 2024, 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,
2024, 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, 2024, 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, 2024, 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, 2024, no director or "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

 Serving
 Since

 David
 B. Rothrock

 Chairman

 2020

 M. Oviedo

 Chief
 Executive Officer and Director

 2022

 James
 Bell

 President, Chief Operating Officer and Director

 2020

 Ralph
 R. Valvano

 Chief
 Financial Officer

 2021

 Jayme
 L. McWidener

 Chief
 Accounting Officer

 2019

 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, a family investment office. Through his leadership, guidance, and vision, in key roles as president and chief executive
officer of DBR Capital LLC, MPower Trading Systems, LLC (a fintech firm), Cedar Crest Partners G.P. LLC (a real estate holding t company),
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.

M. Oviedo has served as our Chief Executive Officer since February 2022. Prior to joining Investview, Mr. Oviedo served since February 2018 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. Before StageLight Group, he was a Partner at SkyBridge Capital, an alternative asset manager
and investment advisor, 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. Mr. Bell has served as our President and Chief Operating Officer since February 2022, after having served for a brief time
as our Acting Chief Executive Officer. Previously, as co-founder and chief executive officer of MPower Trading Systems, LCC, a
fintech firm, 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 has
served as our Chief Financial Officer since June 2021. 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 has served as our Chief Accounting Officer since June 2021 and prior to that, as our Chief Financial Officer, from September
2019. Ms. 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 & CPAs, LLP, specializing in PCAOB audits
for SEC reporting companies and AICPA audits for private companies in a variety of industries.

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

 Role
of the Board

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

 The
board of directors met formally seven times and acted by written consent six times during the year ended December 31, 2024.

 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. The OTCQB does not require us to have a designated audit committee, and our board
of directors has determined that it is in the Company's best interest to have the full board fulfill the functions that would be
performed by an audit committee. 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. Additionally, since we are not currently required to have an audit committee, we currently do not have an audit
committee "financial expert" as defined in Item 407(d)(5) of Regulation S-K.

 Compensation
Committee

 We
currently do not have a designated compensation committee. The OTCQB does not require us to have a designated compensation committee,
and our board of directors has determined that it is in the Company's best interest to have the full board fulfill the functions
that would be performed by a compensation committee. Accordingly, our board of directors will approve all compensation matters until
such committee is established and approved.

 Code
of Ethics

 We
have adopted 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 filed with the SEC as exhibit 14.01 to this Annual Report on Form
10-K. 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.

 Insider
Trading Policy

 We
have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers
and employees, among other insiders. We believe our insider trading policy is reasonably designed to promote compliance with insider
trading laws, rules and regulations. Our insider trading policy is filed with the SEC as exhibit 19.01 to this Annual Report on Form 10-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. DBR Capital, LLC, MPower Trading Systems, LLC and Brian McMullen each own more than 10% of our common stock and
have failed to file with the Securities and Exchange Commission initial reports of ownership on Form 3.

 Item
11. Executive Compensation

 Directors'
Compensation

 Our
directors were awarded compensation for their services as directors in 2024 as follows. Mr. Oviedo and Mr. Bell are not compensated separately
for their service as directors, and all of their compensation is discussed under " Executive Officers' Compensation."

 Name

 Fees Earned or Paid in Cash

 Total

 ($)

 ($)

 David Rothrock

 96,000[1]

 96,000

 [1]

 Mr.
 Rothrock's board fees were paid in monthly installments of $8,000.

 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, 2024 and 2023 (the "named executive
officers"), for services as executive officers for the last two periods.

 Summary
Compensation Table

 Name and Principal Position

 Year

 Salary

 Bonus

 All Other Compensation [2]

 Total

 ($)

 ($)

 ($)

 ($)

 Victor Oviedo [1]

 2024

 440,384

 1,000

 12,319

 453,703

 Chief Executive Officer and Director

 2023

 427,548

 1,000

 10,858

 439,406

 James Bell

 2024

 354,704

 72,500

 38,188

 465,392

 President, Chief Operating Officer, and Director

 2023

 345,877

 2,500

 33,659

 382,036

 Ralph Valvano

 2024

 301,730

 72,500

 38,188

 412,418

 Chief Financial Officer

 2023

 293,008

 6,000

 33,659

 332,667

 [1]

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

 [2]

 These
 other compensation amounts are for medical and other fringe benefits.

 Outstanding
Equity Awards at Fiscal Year-End

 On
February 2, 2022, the Company's board of directors approved and adopted the Investview, Inc. 2022 Incentive Plan. Although the
2022 Incentive Plan has been adopted by the board of directors, it has not yet been approved by the Company's stockholders. Accordingly,
those provisions of the 2022 Incentive Plan that for federal tax purposes require approval of the stockholders of the Company (i.e.,
the granting of incentive stock options) shall not become effective until adopted by the stockholders, however, the Company reserves
the right to grant Incentive Stock Options provided stockholder approval is secured within one (1) year from the date thereof.

 As
of December 31, 2024, the following stock option awards were issued and exercisable for the Company's executive officers pursuant
to the 2022 Incentive Plan.

 Option
 Awards

 Option
 grant

 Number
 of securities underlying unexercised options exercisable

 Number
 of securities underlying unexercised options unexercisable

 Option
 exercise price

 Option
 expiration

 Name

 date

 (#)

 (#)

 ($)

 date

 David
 Rothrock

 41,666,665

 -

 0.05

 Chairman

 17,500,000

 26,250,000

 [1]

 0.05

 Oviedo

 30,000,000

 45,000,000

 [1]

 0.05

 Chief
 Executive Officer and Director

 10,000,000

 15,000,000

 [1]

 0.05

 James
 Bell

 37,500,000

 -

 0.05

 President,
 Chief Operating Officer, and Director

 30,000,000

 45,000,000

 [1]

 0.05

 Ralph
 Valvano

 4,875,000

 3,250,000

 [1]

 0.05

 Chief
 Financial Officer

 11,750,000

 17,625,000

 [1]

 0.05

 [1]

 Vest
 annually over a five-year period following grant.

 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 $0.05
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 $0.05 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 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 $0.05 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.

 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, and Valvano, 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 and Valvano 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.

 Policies
and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

fiscal 2024, we granted 16,000,000 stock options or similar awards as part of our equity compensation program. When granting equity awards,
we do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material
nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition,
we do not take material nonpublic information into account when determining the timing and terms of such awards.

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

 The
following table sets forth certain information, as of March 20, 2025, 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 1,859,231,786 shares of common stock outstanding as of March 20, 2025. Except as otherwise indicated, each
stockholder listed below has sole voting and investment power over the shares beneficially owned:

 Name
 and Address of Beneficial Owner (1)

 Amount and Nature of Beneficial Ownership

 Percent
 of Class (2)

 Principal Stockholders:

 DBR
Capital, LLC (3)

 1645
Kecks Road

 Breinigsville, PA 18031

 471,428,572

 20.23
 %

 MPower Trading Systems, LLC (4)

 521 W Lancaster Ave.

 Haverford, PA 19041

 565,000,000

 23.31
 %

 Brian
 McMullen (5)
 5348
 Vegas Drive #1342
 Las
 Vegas NV 89108

 290,000,000

 15.60
 %

 Joseph
Hagan (6)

Hope Road

 Eatontown
NY 07724

 203,981,945

 10.97
 %

 Directors and Officers:

 David
 B. Rothrock, Chairman (7)

 1,115,811,903

 37.65
 %

 M. Oviedo, CEO and Director (8)

 40,020,000

 2.11
 %

 James
 R. Bell, President, COO, and Director (9)

 92,820,000

 4.78
 %

 Ralph
 R. Valvano, CFO (10)

 22,500,000

 1.20
 %

 Jayme
 L. McWidener, CAO (11)

 13,333,334

 *

 All
 Officers and Directors as a group (5 persons) (7)(8)(9)(10)(11)

 1,284,485,237

 41.32
 %

 *

 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 1,859,231,786 shares of common stock outstanding as of March 20, 2025, 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)

 Reflects 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.

 (5)

 Brian
 McMullen beneficially owns 90,000,000 shares through an entity he controls, plus 200,000,000 shares owned personally.

 (6)

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

 (7)

 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 67,916,665 shares.

 (8)

 Includes
 vested options to purchase 40,020,000 shares.

 (9)

 Includes
 10,320,000 shares and vested options to purchase 82,500,000 shares.

 (10)

 Includes
 vested options to purchase 22,500,000 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, 2024:

 Number of Securities to Be Issued upon Exercise of Outstanding
 Options, Warrants and Rights

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

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

 Plan Category

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 —

 —

 —

 Equity compensation plans not approved by security holders

 351,416,665

 0.05

 248,583,335

 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 the Securities Purchase Agreement, which
was subsequently amended and restated on November 9, 2020, 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, 2024 and December 31, 2023 we made aggregate payments of interest to DBR Capital in
the amounts of $900,516 and $900,516, respectively.

 In
addition, the Securities Purchase Agreement, as amended, under which the first three loans were issued, gave DBR Capital the right to
lend to the Company up to an additional $7.7 million, on substantially the same terms as the prior loans, through December 31, 2024.
On or about February 28, 2025, the Company and DBR Capital entered into an amendment to the Securities Purchase Agreement (the "Amendment"),
pursuant to which DBR Capital has been given until August 31, 2025 to lend to the Company a minimum of $2.0 million, and until December
31, 2026 to lend to the Company the balance of up to $5.7 million. The Amendment also substantially reduces the interest rate for the
first $2 million that may be advanced by DBR Capital from 38.5% to 18.75% per annum, and further substantially reduces the interest rate
to 10% per annum (also from 38.5%) for any amounts loaned in excess of $2 million. Funding of the additional loan amounts remain at the
sole discretion of DBR Capital as the Company has no right to call the loan amounts. In electing to enter into the Amendment, which was
approved by the disinterested members of our board of directors, we took into consideration, among other things, the avoidance of additional
interest charges under the current lending arrangement that we would have been caused to incur in the immediate term were DBR Capital
to have put the additional loans to the Company during December 2024, as well as our need for expansion capital in the future.

 Messrs.
Rothrock and Bell were appointed as DBR Capital's designees to our Board of Directors pursuant to the April 2020 Securities Purchase
Agreement. The Securities Purchase Agreement and related transaction documents, as amended in November 2020, among other things, expanded
our Board of Directors to seven members, leaving two seats vacant, and granted DBR Capital the right 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
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.

 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.

 Director
Independence

 Our
common stock is currently quoted on the OTCQB maintained by OTC Markets. The OTCQB does not require us to have independent members of
our Board of Directors. Accordingly, we do not identify the members of our board of directors as independent.

 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:

 2024

 2023

 Audit Fees

 $
 187,500

 $
 165,000

 Audit Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total

 $
 187,500

 $
 165,000

 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

Statements

 Our
consolidated financial statements are included in "Part II, Item 8. Financial Statements and Supplementary Data."

Statement Schedules

 All
financial statement schedules are omitted because they are inapplicable since we are a smaller reporting company.

 Exhibits

 The
exhibits being filed or furnished with this report are listed below, along with an indication as to each management contract or compensatory
plan or arrangement.

 Title
 of Document

 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

 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

 Title
 of Document

 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

 by reference to the Annual Report on Form 10-K filed March 29, 2024

 3.07

 Certificate of Amendment to Articles of Incorporation

 by reference to the Annual Report on Form 10-K filed March 29, 2024

 3.08

 Certificate of Amendment to the Bylaws

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

 3.09

 Certificate of Designation of 13% Series B Cumulative Redeemable Perpetual Preferred Stock

 Incorporated by reference
 to the Form S-1/A Registration Statement filed with the SEC on March 3, 2020.

 3.10

 Certificate of Amendment of Certificate of Designation of Designation of 13% Series B Cumulative Redeemable Perpetual Preferred Stock, dated May 12, 2020

 Incorporated by reference
 to the POS AM as filed with the SEC on June 2, 2020.

 3.11

 Certificate of Amendment of Certificate of Designation of Designation of 13% Series B Cumulative Redeemable Perpetual Preferred Stock, dated November 23, 2020

 Incorporated by reference
 to the POS AM as filed with the SEC on December 17, 2020.

 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

 4.02

 Description of Securities

 This
 filing

 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

 10.57

 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

 10.63.2

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

 10.63.3

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

 Title
 of Document

 10.63.4

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

 10.63.5

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

 10.64

 Consent of Holders of Series B Preferred

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

 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

 Title
 of Document

 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

 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 of Document

 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 of Document

 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

 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

 Title of Document

 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

 10.126

 Fifth Amendment to Amended and Restated Securities Purchase Agreement between Investview, Inc. and DBR Capital, LLC, dated as of February 28, 2025

 by reference to the Current Report on Form 8-K filed on March 4, 2025

 10.127

 Separation Agreement and General Release by and between Investview, Inc. and Myles P. Gill, dated as of August 19, 2024

 This filing.

 10.128

 First Amendment to Amended and Restated Securities Purchase Agreement between Investview, Inc. and DBR Capital, LLC dated as of November 9, 2020

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

 Item

 Code
 of Ethics

 14.01

 Code of Ethics

 This

 Item

 Insider
 Trading Policies and Procedures

 19.01

 Insider Trading Policy

 This

 Item

 Subsidiaries
 of the Registrant

 21.01

 Schedule of Subsidiaries

 This filing.

 Title of Document

 Item

 Consents
 of Experts and Counsel

 23.01

 Consent of M&K CPAs

 This

 Item

 Power
 of Attorney

 24.01

 Power of Attorney

 This
 filing – included on signature page.

 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

 Policy
 Relating to Recovery of Erroneously Awarded Compensation

 97.01

 Clawback Policy

 This

 Item

 Interactive
 Data Files***

 101.INS

 Instance Document

 This

 101.SCH

 Taxonomy Extension Schema

 This

 101.CAL

 Taxonomy Extension Calculation Linkbase

 This

 101.DEF

 Taxonomy Extension Definition Linkbase

 This

 101.LAB

 Taxonomy Extension Label Linkbase

 This

 101.PRE

 Taxonomy Extension Presentation Linkbase

 This

 Item

 Cover
 Page Interactive Data File

 Cover

 This

 Indicates a management contract or compensatory plan.

 *
 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:
 March 28, 2025

 By:

 /s/
 Victor M. Oviedo

 M. Oviedo

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 Dated:
 March 28, 2025

 By:

 /s/
 Ralph R. Valvano

 Ralph
 R. Valvano

 Chief
 Financial Officer

 (Principal
 Financial Officer and Accounting Officer)

 POWER
OF ATTORNEY

 Each
person whose signature appears below constitutes and appoints Victor M. Oviedo and Ralph R. Valvano, or either of them, as such person's
true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and any documents
related to this report and filed pursuant to the Securities Exchange Act of 1934, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of
attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

 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

 March

 M. Oviedo

 (Principal
 Executive Officer)

 /s/
 Ralph R. Valvano

 Chief
 Financial Officer

 March

 Ralph
 R. Valvano

 (Principal
 Financial and Accounting Officer)

 /s/
 James Bell

 President,
 Chief Operating Officer

 March

 James
 Bell

 and
 Director

 /s/
 David B. Rothrock

 Chairman

 March

 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)

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations and Other Comprehensive Income (Loss) for the years ended December 31, 2024 and 2023

 Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2024 and 2023

 Statements of Cash Flows for the years ended December 31, 2024 and 2023

 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, 2024 and 2023, 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, 2024 and 2023, 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

 F- 2

INC.

 CONSOLIDATED
BALANCE SHEETS

 2024

 2023

 ASSETS

 Current assets:

 Cash and cash
 equivalents

 $
 22,467,710

 $
 20,912,276

 Restricted cash, current

 -

 230,354

 Prepaid assets

 497,620

 492,607

 Deposits, current

 936,434

 -

 2,534,727

 2,232,725

 Inventory

 495,865

 -

 Income tax paid in advance

 459,872

 -

 Other
 current assets

 1,127,891

 585,632

 Total
 current assets

 28,520,119

 24,453,594

 Fixed
 assets, net

 1,868,441

 6,536,823

 Other assets:

 Goodwill

 873,701

 -

 Intangible assets, net

 40,310

 -

 Operating lease right-of-use
 asset

 211,996

 110,427

 Deposits

 57,028

 2,588,127

 Total
 other assets

 1,183,035

 2,698,554

 Total
 assets

 $
 31,571,595

 $
 33,688,971

 LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)

 Current liabilities:

 Accounts payable and accrued
 liabilities

 $
 7,139,684

 $
 5,854,093

 Payroll liabilities

 271,606

 187,419

 Income tax payable

 202,573

 1,004,535

 Deferred revenue

 3,029,145

 2,703,398

 Derivative liability

 5,732

 Dividend liability

 245,101

 256,392

 Operating lease liability,
 current

 165,707

 109,628

 Related party debt, net of
 discounts, current

 1,204,567

 1,203,247

 Debt,
 net of discounts, current

 29,244

 715,127

 Total
 current liabilities

 12,288,385

 12,039,571

 Operating lease liability,
 long term

 46,433

 6,048

 Accrued liabilities, long
 term

 45,532

 1,189,643

 Related party debt, net of
 discounts, long term

 1,501,041

 1,162,349

 Debt,
 net of discounts, long term

 490,619

 501,062

 Total
 long-term liabilities

 2,083,625

 2,859,102

 Total
 liabilities

 14,372,010

 14,898,673

 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, 2024 and December 31, 2023, respectively

 Common stock, par value $ 0.001;
 10,000,000,000 shares authorized; 1,859,231,786 and 2,333,356,496 shares issued and outstanding as of December 31, 2024 and December
 31, 2023, respectively

 1,859,231

 2,333,356

 Additional paid in capital

 102,560,320

 104,056,807

 Accumulated other comprehensive
 income (loss)

)

)

 Accumulated noncontrolling
 interest

 8,070

 -

 Accumulated
 deficit

 ( 87,205,070
)

 ( 87,576,899
)

 Total
 stockholders' equity (deficit)

 17,199,585

 18,790,298

 Total
 liabilities and stockholders' equity (deficit)

 $
 31,571,595

 $
 33,688,971

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

 F- 3

INC.

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)

 Revenue:

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

 $

 $
 56,036,052

 Mining revenue

 Health and wellness product
 sales

 -

 Cryptocurrency revenue

 -

 513,285

 Mining equipment repair revenue

 -

 Other

 -

 Total
 revenue, net

 Operating costs and expenses:

 Cost of sales and service

 6,056,491

 10,736,709

 Commissions

 25,913,260

 31,716,399

 Selling and marketing

 569,491

 560,065

 Salary and related

 6,626,588

 7,112,954

 Professional fees

 1,547,288

 1,378,367

 Impairment expense

 2,056,386

 Loss (gain) on disposal of
 assets

 223,630

 and administrative

 8,022,020

 9,531,431

 Total
 operating costs and expenses

 50,687,252

 63,315,941

 (loss) from operations

 1,694,719

 4,604,930

 Other income (expense):

 Loss on Settlement

 ( 375,000
)

 -

 Gain (loss) on fair value
 of derivative liability

 4,974

 18,691

 Realized gain (loss) on cryptocurrency

 452,450

 255,268

 Interest expense

 ( 18,801
)

 ( 18,750
)

 Interest expense, related
 parties

 ( 1,240,529
)

 ( 1,239,603
)

 Interest expense

 ( 1,240,529
)

 ( 1,239,603
)

 Other
 income (expense)

 1,567,543

 1,389,796

 Total
 other income (expense)

 390,637

 405,402

 Income (loss) before income
 taxes

 2,085,356

 5,010,332

 Income
 tax expense

 ( 894,940
)

 ( 2,178,412
)

 Net income (loss)

 1,190,416

 (loss) attributable to noncontrolling interest

 ( 753
)

 -

 (loss) attributable to Investview, Inc.

 1,191,169

 Dividends on Preferred Stock

)

)

 Net
 income (loss) applicable to common shareholders

 $
 371,829

 $
 2,012,580

 Basic
 income (loss) per common share

 $
 0.00

 $
 0.00

 Diluted
 income (loss) per common share

 $
 0.00

 $
 0.00

 Basic
 weighted average number of common shares outstanding

 1,908,219,120

 2,559,093,504

 Diluted
 weighted average number of common shares outstanding

 2,944,647,691

 3,595,522,075

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

 F- 4

 INC.

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 Accumulated

 Additional

 Other

 Preferred Stock

 Common Stock

 Paid in

 Comprehensive

 Accumulated

 Noncontrolling

 Shares

 Amount

 Shares

 Amount

 Capital

 Income
 (Loss)

 Deficit

 Interest

 Total

 Balance, December
 31, 2022

 $

 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
)

 -

 -

 -

 -

 -

 -

)

 -

)

 (loss)

 -

 -

 -

 -

 -

 -

 -

 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

 Common stock issued for services
 and other stock-based compensation

 -

 -

 -

 -

 1,600,534

 -

 -

 -

 1,600,534

 Common stock repurchased from
 related parties and canceled

 -

 -

 ( 472,374,710
)

 ( 472,375
)

 ( 3,098,771
)

 -

 -

 -

 ( 3,571,146
)

 Common stock canceled

 -

 -

 ( 1,750,000
)

 ( 1,750
)

 1,750

 -

 -

 -

 -

 Recognition of noncontrolling
 interest in acquisition

 -

 -

 -

 -

 -

 -

 -

 8,823

 8,823

 -

 -

 -

 -

 -

 -

)

 -

)

 (loss)

 -

 -

 -

 -

 -

 -

 1,191,169

 ( 753
)

 1,190,416

 Balance,
 December 31, 2024

 $

 1,859,231,786

 $
 1,859,231

 $
 102,560,320

 $
)

 $
 ( 87,205,070
)

 $
 8,070

 $
 17,199,585

 Balance

 $

 1,859,231,786

 $
 1,859,231

 $
 102,560,320

 $
)

 $
 ( 87,205,070
)

 $
 8,070

 $
 17,199,585

 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:

 Net income (loss)

 $
 1,190,416

 $

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

 Depreciation

 3,875,614

 4,450,466

 Amortization of debt discount

 338,691

 337,767

 Stock issued for services
 and other stock-based compensation

 1,600,534

 2,575,496

 Lease cost, net of repayment

 ( 5,105
)

 1,283

 (Gain) loss on disposal of
 assets

 223,630

 Loss on fair value of derivative
 liability

 ( 4,974
)

 ( 18,691
)

 Realized (gain) loss on cryptocurrency

 ( 452,450
)

 ( 255,268
)

 Impairment expense

 2,056,386

 Changes in operating assets
 and liabilities:

 ( 302,002
)

 ( 977,183
)

 Inventory

 ( 326,986
)

 74,645

 Prepaid assets

 ( 5,013
)

 ( 126,046
)

 Income tax paid in advance

 ( 459,872
)

 535,932

 Other current assets

 ( 535,461
)

 ( 5,396,521
)

 Deposits

 ( 2,439
)

 ( 2,114,529
)

 Accounts payable and accrued
 liabilities

 1,559,877

 ( 350,764
)

 Income tax payable

 ( 801,962
)

 763,932

 Customer advance

 -

 ( 96,609
)

 Deferred revenue

 ( 239,279
)

 628,824

 Accrued interest

 18,801

 18,750

 Accrued
 interest, related parties

 901,837

 901,837

 Net
 cash provided by (used in) operating activities

 8,302,341

 6,065,257

 CASH FLOWS FROM INVESTING
 ACTIVITIES:

 Cash acquired in acquisition

 1,495

 -

 Cash paid for purchase of
 Renu

 ( 1,144,426
)

 -

 Cash received from the disposal
 of fixed assets

 -

 23,278

 Cash
 paid for fixed assets

 ( 461,945
)

 ( 2,561,001
)

 Net
 cash provided by (used in) investing activities

 ( 1,604,876
)

 ( 2,537,723
)

 CASH FLOWS FROM FINANCING
 ACTIVITIES:

 Repayments for related party
 debt

 ( 900,516
)

 ( 900,516
)

 Repayments for debt

 ( 441,086
)

 ( 1,948,906
)

 Payments for shares repurchased
 from related parties

 ( 3,371,763
)

 ( 396,547
)

 Dividends paid

 ( 659,020
)

 ( 627,856
)

 Proceeds
 from the exercise of warrants

 -

 Net
 cash provided by (used in) financing activities

 ( 5,372,385
)

 ( 3,873,802
)

 Effect of exchange rate translation
 on cash

 -

 -

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

 1,325,080

 ( 346,268
)

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

 21,142,630

 21,488,898

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

 $
 22,467,710

 $
 21,142,630

 SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION:

 Cash paid during the period
 for:

 Interest

 $
 929,760

 $
 932,197

 Income
 taxes

 $
 2,156,774

 $
 2,178,412

 Non-cash investing and financing
 activities:

 Common
 stock repurchased for payables

 $
 3,571,146

 $
 2,775,833

 Application
 of deposit to payables

 $
 1,597,104

 $
 -

 declared

 $
 819,340

 $
 819,340

 Recognition
 of lease liability and ROU asset at lease commencement

 $
 223,364

 $
 23,520

 Debt
 extinguished in exchange for cryptocurrency

 $
 274,041

 $
 5,322,058

 paid with cryptocurrency

 $
 171,611

 $
 171,722

 Common
 stock cancelled

 $
 1,750

 $
 -

 received from sale of fixed assets

 $
 -

 $
 9,913

 Derivative
 liability extinguished with warrant exercise

 $
 -

 $

 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 services company offering multiple business units across key sectors, including a financial
education division offering tools, products and content through a global network of independent distributors; a manufacturing division
focused on proprietary over-the-counter aesthetics, health, nutrition and cognitive wellness products for wholesale and retail markets,
with strategic plans for global expansion: an early-stage online trading platform that intends to offer self-directed retail brokerage
services; and a business unit that owns and operates a sustainable blockchain business focused on bitcoin mining.

 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, SAFETek,
LLC, Investview Financial Group Holdings, LLC, Opencash Finance, Inc., Opencash Securities, LLC, Investview MTS, LLC, myLife Wellness
Company, Renu Laboratories LLC, and Goldman's Pharmaceuticals LLC. The Company also owns 50% of ELRT Technologies, LLC, which has
been included in the consolidated financial statements and the Company has recorded a noncontrolling interest for the 50% interest that
it does not own. All intercompany transactions and balances have been eliminated in consolidation.

 F- 7

INC.

 NOTES

Segments

segments are defined as components of an entity for which separate financial information is available that is regularly reviewed by the
chief operating decision maker ("CODM"). The CODM is composed of several members of its executive management team, including
the CEO, President and COO and the CFO. The CODM uses segment net income from operations to assess the performance of, manage the operations
of, and allocate capital and operational resources to the Company's three reportable segments.

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.

 Concentration
of Credit Risk

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, 2024 and 2023, cash balances that exceeded FDIC limits were $ 10,837,830 and $ 3,778,085, 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, 2024 and 2023, 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

 31,

 31,

 2024

 2023

 Cash and cash
 equivalents

 $
 22,467,710

 $
 20,912,276

 Restricted
 cash, current

 -

 230,354

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

 $
 22,467,710

 $
 21,142,630

 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.

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.

 F- 8

INC.

 NOTES

were made up of the following as of each balance sheet date:

OF RECEIVABLES

 2024

 2023

 Due from merchant
 processors

 $
 318,921

 $
 1,732,456

 Held in reserve by merchant
 processors for future returns and chargebacks [1]

 1,872,035

 1,219,342

 Due from payout service
 providers

 296,558

 3,251

 Accounts
 and other receivables

 47,213

 -

 Receivable, gross

 2,534,727

 2,955,049

 Allowance
 for doubtful accounts

 -

 ( 722,324
)

 $
 2,534,727

 $
 2,232,725

 [1]
 We
 have recently had to pursue collection efforts through litigation against one of our credit
 card processors and its clearing bank, as efforts to collect approximately $ 1.87 million
 of our credit card receivables has not proven timely. See "NOTE 10-Commitments and
 Contingencies."

 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)

 2024

 2023

 Furniture,
 fixtures, and equipment

 $

 $

 Computer equipment

 28,571

 11,308

 Data processing equipment

 11,824,560

 14,084,670

 Manufacturing
 equipment

 3 - 25

 1,161,701

 -

 13,015,549

 14,096,695

 Accumulated
 depreciation

 ( 11,147,108
)

 ( 7,559,872
)

 Net
 book value

 $
 1,868,441

 $
 6,536,823

 Total
depreciation expense for the years ended December 31, 2024 and 2023, was $ 3,875,614 and $ 4,450,466, respectively, all of which was recorded
in our general and administrative expenses on our statement of operations. During the year ended December 31, 2024, we disposed of assets
with a net book value of $ 180,223. 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.

 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, 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, 2024 and December 31, 2023, were $ 1,127,891 and $ 585,632, 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
($ 5,186,606 and $ 11,348,156 for the year ended December 31, 2024 and 2023, 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, 2024 and 2023, we recorded realized gains (losses) on our cryptocurrency transactions of $ 452,450 and
$ 255,268, 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.

 F- 9

INC.

 NOTES

 Impairment
of Long-Lived Assets

 We
account for the impairment of our long-lived assets in accordance with 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, 2024, data processing equipment which is our bitcoin miners were impaired $ 1,771,891. The impairment was due to 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. During the year ended December 31, 2023, no impairment was recorded.

 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, 2024 and 2023, 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, 2024:

 SCHEDULE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

 Level

 Level

 Level

 Total

 Total
 Assets

 $
 -

 $
 -

 $
 -

 $
 -

 Derivative
 liability

 $
 -

 $
 -

 $

 $

 Total
 Liabilities

 $
 -

 $
 -

 $

 $

 F- 10

INC.

 NOTES

 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:

 Level

 Level

 Level

 Total

 Total
 Assets

 $
 -

 $
 -

 $
 -

 $
 -

 Derivative
 liability

 $
 -

 $
 -

 $
 5,732

 $
 5,732

 Total
 Liabilities

 $
 -

 $
 -

 $
 5,732

 $
 5,732

Recognition

 Most
of our revenue is generated by membership sales and payment is received at the time of purchase. We recognize membership 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 our tools, products, and content over
a fixed membership period; therefore, we recognize revenue ratably over the membership period and deferred revenue is recorded for the
portion of the membership period subsequent to each reporting date. Additionally, we offer a designated trial period to first-time membership
customers, during which a full refund can be requested if a customer does not wish to continue with the membership. 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, 2024 and 2023, our deferred revenues for membership revenue
were $ 1,905,734 and $ 2,703,398, 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. Further, since the contract is continuously renewing, second by second, the mining contract is considered
to have a duration of less than 24 hours for accounting purposes. 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 calculates our share of block rewards, transaction fees, and mining pool operator
fees. 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 contracts with the mining pool operator. The transaction consideration the Company receives
is net of a contractually agreed upon mining pool operator fee charged and kept by the mining pool operator and is noncash, in the form
of Bitcoin. Given that the contract is continuously renewing, and the duration is considered to be less than 24 hours, the Company measures
the transaction consideration at fair value on the date Bitcoin is received. 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.

 Health
and Wellness Product Sales and Other Revenue

our wholly owned subsidiary, Renu Laboratories LLC, we generate revenue by manufacturing and selling health, beauty and wellness products.
We recognize health and wellness product sales revenue in accordance with ASC 606-10. The Company's performance obligation is complete
when control of the promised goods is transferred to a customer, at which time the Company recognizes revenue in an amount that reflects
the consideration the Company expects to receive in exchange for those goods. The Company terms for the sale are based on free on board
(FOB) shipping point, where the control passes to the customer once the product leaves our warehouse. The Company determines collectability
by requiring certain customers to pay before control is transferred and by performing ongoing credit evaluations and monitoring customer
accounts receivable balances. As of December 31, 2024, deposits collected from customers for orders to be filled at a future date were
$ 1,014,164.

 Shipping
and direct costs charged to customers, along with fees collected from customers for storing their products in our warehouse facility
located in Warminster, Pennsylvania are included in revenue as Other Revenue. Shipping and direct costs incurred by the Company are included
in Cost of Sales and Service.

 F- 11

INC.

 NOTES

2023, we generated 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.

2023, we recognized 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
was to arrange for the third-parties to provide coin and protection (if applicable) to our customers and payment was received from our
customers at the time of order placement. All customers were given two weeks to request a refund, therefore we would 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 and protection (if applicable), at which time we recognize revenue and the amounts due to our supplier on our
books.

 During 2024, we generated no revenue from the sale of cryptocurrency packages.

Equipment Repair Revenue

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

 Prior
to June 30, 2023, we recognized 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 was to deliver the promised goods to our customers.

generated for the year ended December 31, 2024

generated for the year ended December 31, 2024, was as follows:

 SCHEDULE OF REVENUE GENERATED

 Health
 and wellness product sales

 Other

 Total

 Gross billings/receipts

 $
 50,086,839

 $

 $
 110,856

 $

 $
 55,407,705

 Refunds,
 incentives, credits, and chargebacks

 ( 3,025,549
)

 -

 ( 185
)

 -

 ( 3,025,734
)

 Amounts
 paid to supplier

 Net

 $

 $

 $

 $

 $

revenues for the year ended December 31, 2024 were approximately $ 42.9 million while domestic revenue for the year ended December 31,
2024 was approximately $ 9.5 million.

generated for the year ended December 31, 2024

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

 Miner
 Repair Revenue

 Total

 Gross billings/receipts

 $
 60,516,836

 $
 990,785

 $

 $

 $
 72,879,155

 Refunds, incentives, credits,
 and chargebacks

 ( 4,480,784
)

 -

 -

 -

 ( 4,480,784
)

 Amounts
 paid to supplier

 -

 ( 477,500
)

 -

 -

 ( 477,500
)

 Net

 $
 56,036,052

 $
 513,285

 $

 $

 $

revenues for the year ended December 31, 2023 were approximately $ 51.0 million while domestic revenue for the year ended December 31,
2023 was approximately $ 16.9 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, 2024 and
2023, totaled $ 569,491 and $ 560,065, respectively.

 F- 12

INC.

 NOTES

 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 membership customers, 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, and the raw material and manufacturing costs of our health and wellness product sales. Costs of
sales and services for the year ended December 31, 2024 and 2023, totaled $ 6,056,491 and $ 10,736,709, respectively.

 Inventory

 As
of December 31, 2024, inventory consists of raw materials, work in progress, and finished goods to be sold as part of our health and
wellness product sales. 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.

 Due
to the discontinuation of our miner repair business during the quarter ended June 30, 2023, all related inventory was sold. During the
year ended December 31, 2023, we recognized a loss on disposal of assets of $ 174,835.

 As
of December 31, 2024 and 2023 the net realizable value of our inventory was $ 495,865 and $ 0, respectively.

 Income
Taxes

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

 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 years ended December 31, 2024 and 2023.

 SCHEDULE OF DILUTED EARNINGS PER SHARE

 31,

2024

 31,

2023

 $
 1,190,416

 Less: preferred dividends

)

)

 Add:
 interest expense on convertible debt

 900,516

 900,516

 Net income available to
 common shareholders (numerator)

 $
 1,271,592

 2,913,096

 Basic weighted average
 number of common shares outstanding

 1,908,219,120

 2,559,093,504

 Dilutive impact of convertible
 notes

 471,428,571

 471,428,571

 Dilutive
 impact of non-voting membership interest

 565,000,000

 565,000,000

 Diluted
 weighted average number of common shares outstanding (denominator)

 2,944,647,691

 3,595,522,075

 Diluted
 income per common share

 $
 0.00

 0.00

 The
following table presents potentially dilutive securities that were not included in the computation of diluted net income per share as
their inclusion would be anti-dilutive.

 SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES

 31,

2024

 31,

2023

 Options to
 purchase common stock

 359,698,857

 360,416,665

 Warrants to purchase common
 stock

 1,178,090

 1,178,129

 F- 13

INC.

 NOTES

 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.

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

 NOTE
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.

 In
December 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements
to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by
requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures
for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after
December 15, 2024; early adoption is permitted. The Company did not elect early adoption and is currently evaluating the impact the updated
guidance will have on its 2025 disclosures.

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU
2023-07"). ASU 2023-07 is intended to enhance reportable segment disclosures by requiring disclosures of significant segment expenses
regularly provided to the CODM, requiring disclosure of the title and position of the CODM and explanation of how the reported measures
of segment profit and loss are used by the CODM in assessing segment performance and allocation of resources. ASU 2023-07 is effective
for the Company for annual periods beginning after December 31, 2023. The Company adopted ASU 2023-07 for the year ended December 31,
2024. As a result of the adoption, the Company added this disclosure in Note 11. Segment Information, to present significant expenses
that are included within cost of revenue, by reportable segment, which are presented to the CODM.

 In
December 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40) ("ASU 2024-03"). ASU 2024-03 requires, in the notes to the financial statements, disclosures of specified
information about certain costs and expenses specified in the updated guidance. ASU 2024-03 is effective for annual reporting periods
beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The
Company did not elect early adoption and is evaluating the impact the updated guidance will have on its disclosures in 2026.

 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.

 F- 14

INC.

 NOTES

 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.

 During the year ended December 31, 2024, we met our short-and long-term
working capital and capital expenditure requirements. Our net cash provided by operating activities for the year ended December 31, 2024,
was $ 8.3 million. We used our cash provided by operating activities for the acquisition of substantially all the assets of Renu Labs for $ 1.1 million, the purchase of fixed assets in the amount of $ 0.5 million, principal and interest payments on debt of $ 1.3 million,
the repurchase of common shares totaling $ 3.4 million, total dividend payments on our preferred stock of $ 0.7 million and added $ 1.3 million
to our cash balance, which totaled $ 22.5 million at December 31, 2024. We believe we will have sufficient resources, including cash flow
from operations and access to capital markets, to meet debt service and other obligations in a timely manner and be able to meet our objectives.

 NOTE
5 – RELATED PARTY TRANSACTIONS

 Related
Party Debt

 Our
related party debt consisted of the following:

 SCHEDULE OF RELATED PARTY PAYABLES

 31,

 31,

 2024

 2023

 Convertible
 Promissory Note entered into on 4/27/20, net of debt discount of $ 692,004
 as of December 31, 2024 [1]

 $
 607,996

 $
 477,711

 Convertible Promissory
 Note entered into on 5/27/20, net of debt discount of $ 375,700
 as of December 31, 2024 [2]

 324,304

 253,566

 Convertible Promissory
 Note entered into on 11/9/20, net of debt discount of $ 731,254
 as of December 31, 2024 [3]

 568,742

 431,072

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

 1,204,567

 1,203,247

 Total related-party debt

 2,705,608

 2,365,596

 Less:
 Current portion

 ( 1,204,567
)

 ( 1,203,247
)

 Related-party
 debt, long term

 $
 1,501,041

 $
 1,162,349

 [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, 2024, we recognized $ 130,285
 of the debt discount into interest expense, as well as expensed an additional $ 260,016 of
 interest expense on the note, all of which was repaid during the period.

 [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, 2024, we recognized $ 70,738
 of the debt discount into interest expense as well as expensed an additional $ 140,000 of
 interest expense on the note, all of which was repaid during the period.

 [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, 2024, we recognized
 $ 137,670 of the debt discount into interest expense as well as expensed an additional $ 500,500
 of interest expense on the note, all of which was repaid during the period.

 [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, and the other damages we sustained as a result of the actions of Mr. Cammarata.
 During the year ended December 31, 2024 and 2023, we recorded interest expense of $ 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.

 F- 15

INC.

 NOTES

 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, 2026, of which the amounts advanced covered in footnotes
1-3 above constituted the first three closings.

 On
February 28, 2025, we and DBR Capital, entered into a Fifth 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, 2024, to August 31, 2025 and December
31, 2026, respectively. 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
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 "Romano/Raynor Agreement"). Under the Romano/Raynor 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
"Romano/Raynor Purchased Shares") from sellers consisting of Mario Romano, Annette Raynor, and a series of their family members
and related entities (collectively, the "Sellers"). The Romano/Raynor 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 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. As of December
31, 2024, we owed $ 1,189,643 under the Romano/Raynor Agreement of which $ 1,189,643 is included in Accounts payable and accrued liabilities.

 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.

 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).

 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 "Smith/Miller Agreement"). Under the Smith/Miller Agreement, the Company
purchased for surrender and cancellation a total of 472,374,710 shares of the Company's common stock (the "Smith/Miller Purchased
Shares") from Ryan Smith and Chad Miller and certain of their respective affiliates and family members. The Smith/Miller 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. As of December 31, 2024, we owed $ 1,785,573 under the Smith/Miller Agreement of which $ 1,785,572 is
included in Accounts payable and accrued liabilities.

 The
consideration paid for the Purchased Shares of $ 3,571,146 was allocated to the share purchase (see NOTE 9).

 F- 16

INC.

 NOTES

 NOTE
6 – DEBT

 Our
debt consisted of the following:

 SCHEDULE OF DEBT

 31,
2024

 31,
2023

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

 $
 519,863

 $
 530,306

 Long
 term notes for APEX lease buyback [2]

 -

 685,883

 Total debt

 519,863

 1,216,189

 Less:
 Current portion

 29,244

 715,127

 Debt,
 long term portion

 $
 490,619

 $
 501,062

 [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, 2024 and 2023, we recorded $ 18,801 and $ 18,750
 worth of interest on the loan, respectively. During the years ended December 31, 2024 and
 2023, we made repayments on the loan of $ 29,244 and $ 31,681.

 [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 a fixed monthly payment that is 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, 2024, we repaid a portion of the debt with cash payments of $ 411,842
 and issuances of cryptocurrency then valued at $ 274,041. As of December 31, 2024, the debt
 was paid in full.

 NOTE
7 – DERIVATIVE LIABILITY

the year ended December 31, 2024 and 2023, we had the following activity in our derivative liability account:

 SCHEDULE OF DERIVATIVE LIABILITY

 Total

 Derivative liability
 at December 31, 2022

 $
 24,426

 Derivative extinguished with
 warrant exercise (see NOTE 9)

 ( 3
)

 Change
 in fair value

 ( 18,691
)

 Derivative liability at December

 5,732

 Change
 in fair value

 ( 4,974
)

 Derivative
 liability at December 31, 2024

 $

 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, 2024 and 2023, the assumptions used in our binomial option pricing model were in the following
range:

 SCHEDULE OF ASSUMPTIONS USED IN BINOMINAL OPTION PRICING MODEL

 December 31, 2024

 Risk free interest
 rate

 4.16
 - 4.25
 %

 4.01
 - 4.23
 %

 Expected life in years

 0.58
 - 1.50

 1.58
 - 2.50

 Expected volatility

 122 %
 - 142
 %

 116 %
 - 122
 %

 NOTE
8 – OPERATING LEASES

 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 now serves as the headquarters of the company. In November 2024, we entered an operating lease
for office, warehouse, and manufacturing space in Warminster, Pennsylvania ("the "Warminster Lease") and in December
2024, we entered an operating lease for warehouse space in Ivyland, Pennsylvania (the "Ivyland Lease"). The Warminster Lease
and the Ivyland Lease were entered for use by our newly formed subsidiary Renu Laboratories LLC.

 F- 17

INC.

 NOTES

 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 initially 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. On August 7, 2024, the term of the Haverford Lease was
extended through December 31, 2025.

 At
commencement of the Warminster Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $ 108,327.
The Warminster Lease will automatically terminate after the 14 -month term.

 At
commencement of the Ivyland Lease, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $ 115,037.
The Ivyland Lease will automatically terminate after the 24 -month term.

lease expense was $ 130,710 for the year ended December 31, 2024. Operating cash flows used for the operating leases during the year ended
December 31, 2024, was $ 135,809. As of December 31, 2024, the weighted average remaining lease term was 1.48 years, and the weighted average
discount rate was 12 %.

 Future
minimum lease payments under non-cancellable leases as of December 31, 2024, were as follows:

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELLABLE LEASES

 2025

 $
 171,148

 2026

 61,057

 Total

 232,205

 Less:
 Interest

 ( 20,065
)

 Present value of lease
 liability

 212,140

 lease liability, current [1]

 ( 165,707
)

 lease liability, long term

 $
 46,433

 [1]

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

 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 B Preferred Stock is redeemable at our option or upon certain change of control events.

the year ended March 31, 2021, we commenced an offering to sell a total of 2,000,000 units at $ 25 per unit ("Unit Offering"),
with each unit consisting 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, 2024 and 2023, we had 252,192 shares of preferred stock issued and outstanding.

 F- 18

INC.

 NOTES

 Preferred
Stock Dividends

the year ended December 31, 2024, we recorded $ 819,340 for the cumulative cash dividends due to the shareholders of our Series B Preferred
Stock. We made payments of $ 659,020 in cash and issued $ 171,611 worth of cryptocurrency to reduce the amounts owing. As a result, we
recorded $ 245,101 as a dividend liability on our balance sheet as of December 31, 2024.

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.

 Common
Stock Transactions

the year ended December 31, 2024, we repurchased 472,374,710 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 $ 446,391 and payables of $ 3,124,755 (see NOTE 5). Also, during the
year ended December 31, 2024, we cancelled 1,750,000 shares that had been issued but were forfeited by choice. As a result, we decreased
common stock by $ 1,750 and increased additional paid in capital by the same. The forfeiture also resulted in the reversal of previously
recorded expense resulting in a net $ 10,002 reduction in stock-based compensation based on grant date fair values and vesting terms of
awards granted in prior periods.

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.

 As
of December 31, 2024 and 2023, we had 1,859,231,786 and 2,333,356,496 shares of common stock issued and outstanding, respectively.

 Options

 The
2022 Incentive Plan authorizes a variety of incentive awards consisting of stock options, restricted stock, restricted stock units, and
reserves for issuance up to 600,000,000 shares of the Company's common stock.

the year ended December 31, 2024, we issued 1,000,000 stock options as part of the acquisition of Opencash Finance, Inc., 10,000,000
stock options as part of a compensation package offered to a new officer of the Company, and 5,000,000 stock options as part of the purchase
of the business and assets of Renu Laboratories, Inc. The options vest in equal amounts over a five -year period, at an exercise price
of $ 0.05 per share, with a seven-year life. We utilized the Black Scholes Model to value these options, and the expense related to these
options is being recognized over the vesting term. Also, during the year ended December 31, 2024, we cancelled 15,000,000 unvested options
and 10,000,000 vested options expired upon the resignation of an officer of the Company.

 Transactions
involving our options are summarized as follows:

 SCHEDULE OF OPTIONS ACTIVITY

 Grant-Date

 Number of

 Per Share

 Options

 Exercise
 Price

 Fair
 Value

 Options outstanding
 at December 31, 2023

 360,416,665

 $
 0.05

 $
 0.03

 Granted

 16,000,000

 $
 0.05

 $
 0.01

 Canceled/Expired

 ( 25,000,000
)

 $
 0.05

 $
 0.03

 Exercised

 -

 $
 -

 $
 -

 Options
 outstanding at December 31, 2024

 351,416,665

 $
 0.05

 $
 0.03

 Details
of our options outstanding as of December 31, 2024, is as follows:

 SCHEDULE OF OPTIONS OUTSTANDING

 Options
 Exercisable

Exercise Price of Options
Exercisable

Contractual Life of Options
Exercisable (Years)

Contractual Life of Options
Outstanding (Years)

 183,291,665

 0.05

 4.48

 4.62

 F- 19

INC.

 NOTES

 Total
stock compensation expense related to the options for the year ended December 31, 2024 and 2023, was $ 1,610,536 and $ 2,555,155, respectively.
As of December 31, 2024 there was approximately $ 3.3 million of unrecognized compensation cost related to the Options, which is expected
to be recognized over a remaining weighted-average vesting period of approximately 1.2 years.

 Warrants

 Transactions
involving our warrants are summarized as follows:

 SCHEDULE OF WARRANTS ISSUED

 Number of

 Shares

 Exercise
 Price

 Warrants outstanding
 at December 31, 2022

 1,178,320

 $
 0.10

 Granted

 -

 $
 -

 Canceled/Expired

 -

 $
 -

 Exercised

 ( 230
)

 $
 0.10

 Warrants outstanding at

 1,178,090

 $
 0.10

 Granted

 -

 $
 -

 Canceled/Expired

 -

 $
 -

 Exercised

 -

 $
 -

 Warrants
 outstanding at December 31, 2024

 1,178,090

 $
 0.10

 Details
of our warrants outstanding as of December 31, 2024 is as follows:

 SCHEDULE OF WARRANTS OUTSTANDING

 Warrants
 Exercisable

 Average Contractual Life (Years)

 1,178,090

 1.14

 Class
B Units of Investview Financial Group Holdings, LLC

 As
of December 31, 2024, and December 31, 2023, 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.

 NOTE
10 – COMMITMENTS AND CONTINGENCIES

 Litigation

 In
the ordinary course of business, we may be, or have been, involved in legal proceedings. On November 9, 2021, the Company 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 inquiry did not mean that the SEC concluded that the Company or anyone affiliated with the Company had violated
the federal securities laws or any other law. However, in the course of communications with the SEC throughout the inquiry, the Company
came to believe that the focus of the SEC's inquiry involved whether the offer and sale of the Company's now discontinued
Apex sale and leaseback program violated certain federal securities laws. Following a several year review process in which the Company
cooperated fully with the SEC, on January 17, 2025, a settlement was reached with the SEC to resolve the inquiry. As part of the settlement,
the Company entered into a formal SEC Order for which it neither admitted nor denied the factual and legal conclusions asserted, however,
agreed to pay a civil monetary penalty of $ 375,000 to conclude the inquiry. The Company considers this matter
to be closed. As of December 31, 2024, the penalty of $ 375,000 was in escrow with our SEC attorney.

 F- 20

INC.

 NOTES

 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, 2024, we had repaid or settled the approximately $ 19 million of promissory notes.

 Included in the Apex sale and leaseback program that was discontinued in
2021, was a "guaranteed assets buy-back product" underwritten, administered and managed by a third-party provider, Total Protection
Plus ("TPP"), which was intended to provide customers who participated in the Apex sale and leaseback program with a financial
protection program (the "TPP Program"), under which customers, provided they complied with certain TPP required claims procedures,
could elect to collect a cash payout in either a five-or-ten year interval after their initial purchase. As part of their sales and marketing
materials, TPP represented that they were a purported affiliate of a well-known global insurance brokerage firm that had sufficient capital
resources, reserves and liquidity to support any payouts needed to satisfy their obligations under the TPP Program. TPP was paid substantial
premiums for the program. In most instances, the premium for the TPP program was included in the package price for the Apex program, at
no additional cost to the customer.

 Separately,
iGenius members who purchased ndau from the Company through an Oneiro sponsored ndau distribution program, were also given the opportunity
to participate in a TPP Program similar to the program offered to our Apex customers; which in this case was intended to provide customers
who purchased ndau with a financial protection program under which such customers, provided they complied with certain TPP required claims
procedures, could elect to collect a cash payout in either a five- or ten-year interval after their initial purchase. Participation in
this program was also in reliance on sales and marketing materials by which TPP represented that they were a purported affiliate of a
well-known global insurance brokerage firm that had sufficient capital resources, reserves and liquidity to support any pay-outs needed
to satisfy their obligations under the TPP Program. Prior to terminating the distribution of ndau in August 2023, we distributed over
$ 16.6 million in ndau to our members purportedly supported by the TPP Program.
As in the same case as had been done with respect to the Apex customers, TPP was paid substantial premiums for the program, and those
premiums were included in the purchase price for the ndau program, at no additional cost to the customer.

 During 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 vendor compliance protocols, having cited
certain offshore confidentiality entitlements by which it was unwilling to provide evidence of its financial support arrangements. 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; despite the payment of over $6 million to TPP to secure the benefits of the TPP Program.
Our level of concern over the viability of the TPP Program has recently increased materially as we have come to learn that: (i) certain
of our customers have been unable to reach TPP in order to process claims for their 5-year promised returns; (ii) certain customers have
informed us that the TPP website has been inoperative and customers have been unable to process their claims; and (iii) an email communication
purportedly from TPP, or an affiliate thereof, has been received by certain of customers in which the sender asserts that the obligations
of TPP under the TPP Program were (unbeknownst to us and our customers) purportedly dependent on the financial wherewithal of another
heretofore undisclosed TPP affiliate, that the email claims now has no ability to satisfy the commitments originally made by TPP.

 To
respond to these concerns, and in an effort to advance the interests of our customers, on March 28, 2025, we commenced an action against
Total Protection Plus, UIU Holdings LLC, Jason R. Anderson, Jacob S. Anderson, and Schad E. Brannon (collectively, "TPP"),
in the Court of Chancery of the State of Delaware captioned Investview et al., v. UIU Holdings, LLC et al., seeking to, among other things,
compel TPP to fulfill the commitments that were made to the Company's customers under the TPP Program.

 We cannot ensure that TPP will comply with its contractual commitments
to our customers, in which case these customers may not be able to realize the cash payouts promised by TPP, despite the substantial payments
made to TPP to secure the benefits of the TPP Program. As the direct responsibility for compliance with the TPP Program resides with TPP;
particularly as the program was underwritten, managed and administered by TPP as an independent third-party vendor (and with respect to
ndau, the underlying ndau was developed and marketed by an additional third-party vendor), and in recognition of the customers'
acceptance of their participation in the program, we do not believe that we have any legal responsibility to cover any potential claims
of customers who participated in the TPP Program. There is, however, a risk that any failure of TPP to perform its obligations to our
customers could expose us to commercial claims of dissatisfied customers, regardless of the legal foundation associated therewith. The
possible assertion of those claims could have an adverse effect on our business, financial condition, and operating results.

 F- 21

INC.

 NOTES

 The
Company's financial statements as of December 31, 2024, reflect a receivables balance of $ 2.53 million. Of that balance, $ 2.19
million represents receivables that arise out of credit card transactions generated by the Company's iGenius subsidiary. The credit
card transactions that arise out of the ordinary course operations of the Company's iGenius subsidiary are processed by the Company's
credit card processors, in conjunction with their clearing banks. Over time, the balance of credit card collections being held by one
of our credit card processors and its clearing bank, which are legally supposed to be held for the benefit of the Company, subject to
coverage for chargebacks and other normal course collection issues, has increased to approximately $ 1.87 million, an amount that has
been generally confirmed by the credit card processor. As they had been unresponsive to our repeated demands for payment, claiming that
they were in the process of concluding their internal accounting of the amounts due and status of our accounts, in March 2024, the Company
instituted a lawsuit against this credit card processor and its clearing bank seeking, among other things, an accounting for and repayment
of the withheld funds. Notwithstanding, to date, we have been unable, through negotiations and through our lawsuit, to recover any amount
of the receivable balances owed to us as the credit card processor asserts, among others, that it continues to evaluate possible exposure
to chargebacks and other normal course collection issues. Recently, however, the Company's application for a pre-judgment writ
of attachment against both the credit card processor and the clearing bank, has been granted. Although the Company's collection
efforts will likely be enhanced by application of the pre-judgment writ of attachment, there can still be no assurances that the Company
will be able to collect some or all of the funds owed to it. Should the Company be unable to collect some or all of the funds owed, it
will be caused to incur a corollary bad debt expense of up to the uncollected amount which is currently approximately $ 1.87 million.
Furthermore, the Company may be caused under generally accepted accounting principles, to incur a bad debt expense if it is determined
that the amounts owed to the Company are unlikely to be collected, although the Company has not yet reached that conclusion. A charge
of up to $ 1.87 million, which represents less than 10% of the Company's current assets, would not have a material adverse effect
upon the Company's long-term liquidity, however, could have a material adverse effect upon the Company's net earnings in
the period incurred.

 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 $ 990 worth of interest expense on the loan during
the nine months ended September 30, 2024. 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- 22

INC.

 NOTES

 NOTE
11 – SEGMENT REPORTING

 The
company has three reportable segments, Financial Education and Technology, Blockchain Technology and Crypto Mining Products and Services,
and Manufacturing and Development of Health, Beauty and Wellness Products. The reportable segments are identified based on the types
of products that generate revenue.

 The
segment performance that the CODM uses to measure performance is net income (loss) from operations. The Company does not allocate assets
to the reporting segments as its assets are primarily managed on an entity-wide basis and therefore does not disclose the total assets
of its reportable operating segments.

 For
the years ended December 2024 and 2023, there were no intersegment revenues or costs of revenues that needed to be eliminated in the
Consolidated Statements of Operations.

 The
Financial Education and Technology segment generates revenue through membership fees. The Blockchain Technology and Crypto Mining segment
generates revenue primarily through its Bitcoin mining operation. The Manufacturing and Development of Health, Beauty and Wellness Products
generates revenue primarily through the sale of health and wellness products manufactured to wholesale and retail customers.

 The
following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the
CODM for the year ended December 31, 2024.

OF SEGMENT REVENUE AND SEGMENT NET INCOME FROM OPERATIONS, INCLUDING SIGNIFICANT EXPENSE

 Financial Education and Technology

 Blockchain Technology and Crypto Mining Products and Services

 Manufacturing
 and Development of Health, Beauty and Wellness Products [1]

 Total

 $

 $

 $
 134,075

 $

 Less:

 Commissions

 25,913,260

 -

 -

 25,913,260

 Market experts

 1,065,350

 -

 -

 1,065,350

 Credit card processing

 1,949,087

 -

 -

 1,949,087

 Salary and related

 2,051,064

 980,302

 251,632

 3,282,998

 Selling and marketing

 565,437

 1,803

 1,000

 568,240

 Energy and hosting

 -

 4,924,717

 -

 4,924,717

 Depreciation

 1,565

 3,871,740

 -

 3,873,305

 Impairment expense

 -

 -

 Cost of sales

 -

 -

 56,521

 56,521

 Loss (gain) on disposal of assets

 -

 -

 General and administrative [2]

 1,491,652

 391,040

 116,221

 1,998,913

 Segment net income (loss) from operations

 $
 14,023,875

 $
 ( 6,935,110
)

 $
 ( 291,299
)

 $
 6,797,466

 [1]

 The
 Development of Health, Beauty and Wellness Products business was acquired in October 2024.

 [2]

 and administrative costs consist mainly of professional fees, insurance, information technology and software and other payment processing
 fees.

 F- 23

INC.

 NOTES

 The
following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the
CODM for the year ended December 31, 2023.

 Financial Education and Technology

 Blockchain Technology and Crypto Mining Products and Services

 Total

 $
 56,549,336

 $
 11,371,535

 $

 Less:

 Commissions

 31,498,098

 -

 31,498,098

 Market experts

 1,239,347

 -

 1,239,347

 Credit card processing

 2,390,922

 -

 2,390,922

 Salary and related

 2,132,340

 1,178,908

 3,311,248

 Selling and marketing

 549,776

 1,174

 550,950

 Energy and hosting

 -

 9,475,908

 9,475,908

 Depreciation

 2,606

 4,446,940

 4,449,546

 Loss (gain) on disposal of assets

 1,096

 201,512

 202,608

 General and administrative [1]

 845,457

 844,664

 1,690,121

 Segment income (loss) from operations

 $
 17,889,694

 $
 ( 4,777,571
)

 $
 13,112,123

 [1]

 and administrative costs consist mainly of professional fees, contracting services, equipment, shipping and tariffs, insurance and
 information technology and software.

 The
following table illustrates the reconciliation of segment operating income to net income before taxes for the years ended December 31,
2024 and 2023.

OF RECONCILIATION OF SEGMENT OPERATING INCOME TO NET INCOME BEFORE TAXES

 2024

 2023

 Segment income from operations

 $
 6,797,466

 $
 13,112,123

 Reconciling items

 Bank interest

 64,376

 56,258

 Event ticket sales

 350,635

 288,454

 Leasing income

 391,985

 446,667

 Gain on winddown of operations [1]

 -

 56,422

 All other, net

 3,684

 ( 11,500
)

 Net income before taxes

 $
 7,608,146

 $
 13,948,314

 [1]

 Represents
 a gain on the winddown of SAFETek's North American operations.

 F- 24

INC.

 NOTES

 NOTE
12 – ACQUISITION

 On
October 11, 2024, Renu Laboratories LLC (a wholly owned subsidiary of myLife Wellness Company which is a wholly owned subsidiary of Investview,
Inc.) closed on the purchase of the business and assets of Renu Labs, Inc. ("Seller"), along with a 100 % ownership interest
in Goldman's Pharmaceuticals LLC and a 50 % ownership interest in ELRT Technologies, LLC (together known as "Renu Labs")
from Gregg Hanson. Renu Labs is a manufacturer of proprietary and other health, beauty and wellness products. The total purchase price
of Renu Labs was $ 1,780,000.

 The
transaction was accounted for as a business combination using the acquisition method of accounting in accordance with the ASC Topic 805.
The following table summarizes the purchase accounting for the fair value of the assets acquired and liabilities assumed at the date
of the acquisition:

OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED AT DATE OF ACQUISITION

 Cash

 $
 1,495

 Customer deposits –
 intercompany

 7,360

 Domain names [1]

 40,310

 Raw materials

 149,260

 Manufacturing
 equipment

 717,020

 Total assets acquired

 $
 915,445

 Accounts payable

 $

 Customer
 deposits

 572,386

 Total liabilities assumed

 $
 572,709

 Net
 assets acquired

 342,736

 Consideration [2]

 $
 1,207,614

 Fair
 value of noncontrolling interest in ELRT Technologies, LLC

 8,823

 Total

 1,216,437

 Goodwill

 $
 873,701

 [1]

 Domain names were deemed to have an indefinite life; therefore, amounts
are not amortized, but rather are assessed for impairment as further discussed in our impairment policy.

 [2]
 This amount is
equal to the $ 1,780,000
 purchase price less $ 572,386
 of customer deposits collected by Renu Labs,
Inc. prior to acquisition.

 Renu
Laboratories LLC recorded revenue of $ 110,671 and net loss of $ 291,227 since the October 11, 2024 acquisition date, which were included
in our consolidated statement of operations for the year ended December 31, 2024.

 The
table below represents the pro forma revenue and net income (loss) for the years ended December 31, 2023 and 2024, assuming the acquisition
had occurred on January 1, 2023, pursuant to ASC Subtopic 805-10-50. This pro forma information does not purport to represent what the
actual results of our operations would have been had the acquisition occurred on this date nor does it purport to predict the results
of operations for future periods.

OF PROFORMA REVENUE AND NET INCOME LOSS

 $
 1,327,940

 $
 1,534,369

 Net (loss)

 $
 ( 325,257
)

 $
 ( 43,736
)

 Loss per common share

 $
 ( 0.00
)

 $
 ( 0.00
)

 F- 25

INC.

 NOTES

 NOTE
13 – 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

 December 31, 2024

 Domestic

 $
 2,085,356

 $
 5,010,332

 -

 -

 Total
 Income (loss) before income taxes

 $
 2,085,356

 $
 5,010,332

 The
Company's tax provision (benefit) as of December 31, 2024 and 2023 is summarized as follows:

OF TAX PROVISION BENEFIT

 Current

 Federal

 $
 903,347

 $
 2,138,412

 State

 ( 8,407
)

 40,000

 -

 -

 Total
 current income tax expense

 894,940

 2,178,412

 Total
 income tax expense

 $
 894,940

 $
 2,178,412

 Net
deferred tax assets consist of the following components as of December 31, 2024 and 2023:

OF DEFERRED TAX ASSETS AND LIABILITIES

 Deferred tax assets

 NOL
 carryover

 $
 2,417,161

 $
 2,982,071

 Amortization

 1,850,667

 1,771,645

 Other
 accruals

 1,988,821

 1,800,662

 Depreciation

 862,384

 562,982

 Investment
 in partnership

 10,985,183

 10,964,704

 Deferred tax liabilities

 -

 -

 Valuation
 allowance

 ( 18,104,216
)

 ( 18,082,064
)

 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, 2024 and 2023, due to the following:

OF INCOME FROM CONTINUING OPERATIONS

 Year ended

 December 31, 2024

 Year ended

 Income taxes
 at statutory rate

 $
 437,925

 $
 1,052,169

 State taxes – net
 of federal benefit

 ( 6,641
)

 31,600

 Valuation allowance

 581,800

 1,809,765

 Foreign derived intangible
 income

 ( 420,033
)

 ( 781,561
)

 Interest

 260,511

 260,317

 Other

 41,378

 ( 193,878
)

 Total
 income tax provision (benefit)

 $
 894,940

 $
 2,178,412

 F- 26

INC.

 NOTES

 At
December 31, 2024 and December 31, 2023, the Company had federal and state net operating loss carryforwards of approximately $ 2.4
million (tax effected) and $ 3.0
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 penalties and interest accrued related to unrecognized tax benefits as a component of income taxes. As of December
31, 2024, the Company had $ 18,764 of accrued interest and penalties related to state income tax uncertain tax positions, in which $ 4,144
has been recognized in the Company's statements of operations in the current year.

 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 2020 through 2024. Due to net
operating loss carryforwards that remain unutilized, such loss carryforwards remain subject to review until utilized.

 A
reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

OF UNRECOGNIZED TAX BENEFITS

 Year ended

 Year
ended

 Balance at the beginning
 of the year

 -

 -

 Increases
 related to positions taken in prior years

 26,768

 -

 Balance
 at the end of the year

 $
 26,768

 $
 -

 NOTE
14 – 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
or about February 28, 2025, the Company and DBR Capital entered into an amendment to the Securities Purchase Agreement (the
"Amendment"), approved by the disinterested members of the Company's Board of Directors. Pursuant to the
Amendment, DBR has been given until August 31,2025 to lend to the Company a minimum of $ 2.0
million, and until December 31, 2026 to lend to the Company the balance of up to $ 5.7
million. The Amendment also substantially reduces the interest rate for the first $ 2
million that may be advanced by DBR Capital from 38.5 %
to 18.75 %
per annum, and further substantially reduces the interest rate to 10 %
per annum (also from 38.5 %)
for any amounts loaned in excess of $ 2
million.

 On
March 6, 2025, the Board of Directors authorized a stock repurchase program that will allow the Company to repurchase up to $ 1,000,000
in aggregate value of shares of the Company's common stock, par value $ 0.001 per share, through March 6, 2026. As of the date of
this filing, 705,890 shares have been repurchased for $ 16,618. These shares are being held by the Company in Treasury.

 F- 27