UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________ to _______________

000-27019

(Commission file number)

Investview, Inc.

(Exact name of registrant as specified in its charter)

Nevada	87-0369205
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification No.)

745 Hope Road

Eatontown, New Jersey 07724

(732) 380-7271

(Issuer's telephone number)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

As of August 22, 2016, there were 27,228,111 shares of common stock, par value $.001 per share, outstanding.

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2016 (Unaudited) and March 31, 2016.	3
	Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2016 and 2015 (Unaudited)	4
	Condensed Consolidated Statement of Deficiency in Stockholders’ Equity for the Three Months Ended June 30, 2016 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2016 and 2015 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements as of June 30, 2016 (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II	OTHER INFORMATION	26
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27
SIGNATURES		32

 2

PART I –  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INVESTVIEW, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			March 31,
	2016			2016
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	12,914		$	7,697
Deferred costs		1,584			1,793
Total current assets		14,498			9,490
Total assets	$	14,498		$	9,490
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	1,430,706		$	1,142,465
Deferred revenue		5,508			13,128
Due to related party		276,848			629,533
Settlement payable		344,392			344,392
Notes payable, current portion		144,224			150,399
Notes payable, current portion-related party		95,000			95,000
Convertible notes payable, short term portion-related party		258,799			-
Convertible notes payable, current portion		1,441,300			143,769
Current liabilities of discontinued operations		120,266			120,266
Derivative liability, short term portion		291,517			194,087
Total current liabilities		4,408,560			2,833,039
Long term debt:
Convertible notes payable, long term portion		7,772			1,399,190
Convertible notes payable, long term portion-related party		-			295,101
Derivative liability, long term portion		97,326			64,721
Total long term debt		105,098			1,759,012
Total liabilities		4,513,658			4,592,051
STOCKHOLDERS' DEFICIT
Preferred stock, par value: $0.001; 10,000,000 shares authorized, None issued and outstanding as of June 30, 2016 and March 31, 2016		-			-
Common stock, par value $0.001; 60,000,000 shares authorized; 23,579,411 and 14,966,911 issued and 23,578,111 and 14,965,611 outstanding as of June 30, 2016 and March 31, 2016, respectively		23,579			14,967
Additional paid in capital		96,906,621			96,282,849
Common stock subscriptions (receivable)		(250,000	)		(250,000	)
Treasury stock, 1,300 shares		(8,589	)		(8,589	)
Accumulated deficit		(101,170,771	)		(100,621,788	)
Total stockholders' deficit		(4,499,160	)		(4,582,561	)
Total liabilities and stockholders' deficit	$	14,498		$	9,490

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

 3

INVESTVIEW, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended June 30,
	2016			2015
Revenue, net:	$	47,814		$	125,448
Operating costs and expenses:
Cost of sales and service		1,205			18,427
Selling, general and administrative		264,188			717,824
Total operating costs and expenses		265,393			736,251
Net loss from operations		(217,579	)		(610,803	)
Other income (expense):
Loss on change in fair value of warrant and derivative liabilities		(43,718	)		-
Interest, net		(287,686	)		(35,998	)
Total other income (expense)		(331,404	)		(35,998	)
Loss from continuing operations before income taxes		(548,983	)		(646,801	)
Income taxes expense		-			-
Net loss		(548,983	)		(646,801	)
Non-controlling interest		-			16,067
NET LOSS ATTRIBUTABLE TO INVESTVIEW, INC.	$	(548,983	)	$	(630,734	)
Loss per common share, basic and diluted	$	(0.03	)	$	(0.04	)
Weighted average number of common shares outstanding-basic and diluted		20,208,257			14,548,538

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

 4

INVESTVIEW, INC.

CONDENSED CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY

THREE MONTHS ENDED JUNE 30, 2016

							Common
					Additional		Stock
	Common stock				Paid in		Subscription			Treasury			Accumulated
	Shares		Amount		Capital		Receivable			Stock			Deficit			Total
Balance, April 1, 2016		14,966,911	$	14,967	$	96,282,849	$	(250,000	)	$	(8,589	)	$	(100,621,788	)	$	(4,582,561	)
Common stock issued for services		450,000		450		14,400		-			-			-			14,850
Common stock issued in payment of compensation		5,812,500		5,812		467,148		-			-			-			472,960
Common stock issued for director fees		400,000		400		13,400		-			-			-			13,800
Common stock issued in settlement of debt		1,950,000		1,950		56,650		-			-			-			58,600
Reclass derivative liability to equity upon convertible note payoff		-		-		72,174		-			-			-			72,174
Net loss		-		-		-		-			-			(548,983	)		(548,983	)
Balance, June 30, 2016 (unaudited)		23,579,411	$	23,579	$	96,906,621	$	(250,000	)	$	(8,589	)	$	(101,170,771	)	$	(4,499,160	)

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

 5

INVESTVIEW INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three months ended June 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(548,983	)	$	(646,801	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount relating to convertible notes payable		117,908			-
Stock based compensation		28,650			26,250
Non-cash interest		122,131			-
Change in fair value of warrant and derivative liabilities		43,718			-
Amortization of deferred compensation		-			33,844
Changes in operating assets and liabilities:
Accounts receivable		-			57,076
Deferred costs		209			579
Prepaid and other assets		-			24
Accounts payable and accrued liabilities		87,604			38,441
Due to related parties		120,275			(39,590	)
Deferred revenue		(7,620	)		(9,438	)
Net cash used in operating activities		(36,108	)		(539,615	)
CASH FLOWS FROM INVESTING ACTIVITIES:		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from of notes payable		47,500			-
Repayments of note payable, related party		-			(25,000	)
Repayments of notes payable		(6,175	)		-
Net proceeds provided by (used in) financing activities		41,325			(25,000	)
Net increase (decrease) in cash and cash equivalents		5,217			(564,615	)
Cash and cash equivalents-beginning of period		7,697			805,737
Cash and cash equivalents-end of period	$	12,914		$	241,122
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash financing activities:
Common stock issued in settlement of notes payable and accrued interest	$	12,750		$	-
Common stock issued in settlement of accrued officer salaries	$	472,960		$	-

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

 6

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows:

Business and Basis of Presentation

Investview, Inc. (the "Company") was incorporated on August 10, 2005 under the laws of the State of Nevada as Voxpath Holding, Inc. On September 16, 2006, the Company changed its name to TheRetirementSolution.Com, Inc., on October 1, 2008 to Global Investor Services, Inc. and on March 27, 2012 to Investview, Inc. The Company currently markets directly and through its marketing partners as well as online, certain investor products and services that provide financial and educational information to its prospective customers and to its subscribers.

In August 2014, the Company formed Vickrey Brown Investments, LLC, a limited liability company under the laws of California with 51% membership interests specializing in investment strategies which combine quantitative strategies, forensic accounting and volatility controls. At formation, the minority members paid an aggregate of $1,000 as equity contribution. The Company contributed $120,000 as equity contribution and is contingently obligated to issue 500,000 shares of common stock upon achieving certain milestones (as defined). Prior to all distributions, the Company is to receive 25% of all revenue generated until at which time the $120,000 equity contribution of the Company has been paid.

On December 27, 2015, the Company entered into a Second Amended and Restated Operating Agreement whereby the Company surrendered its equity ownership in Vickrey Brown Investments LLC and transferred ownership of SAFE Management LLC (“Safe”) in exchange for 25% of all revenue generated by Vickrey Brown Investments, LLC until an aggregate of $120,000 has been paid and 30.6% of remaining and future revenue. As such, the Company reclassified operating activities of Vickrey Brown Investments, LLC and Safe to discontinued operations.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Investment Tools & Training, LLC ("ITT") and Razor Data Corp ("Razor"). All significant inter-company transactions and balances have been eliminated in consolidation.

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three months ended June 30, 2016 are not necessarily indicative of the operating results that may be expected for the year ended March 31, 2017. These unaudited condensed consolidated financial statements should be read in conjunction with the March 31, 2016 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K.

Revenue Recognition

For revenue from product sales and services, the Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

 7

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

The Company defers any revenue for which the product or services has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Revenue arises from subscriptions to the websites/software, workshops, online workshops and training and coaching/counseling services where the customers are charged a monthly subscription fee for access to the online training and courses and website/data.  Revenues are recognized in the month the product and services are delivered.

The Company sells its products separately and in various bundles that include website/data subscriptions, educational workshops, online workshops and training, one-on-one coaching and counseling sessions, along with other products and services. The deferral policy for each of the different types of revenues is summarized as follows:

Product	Recognition Policy
Live Workshops and Workshop Certificates	Deferred and recognized as the workshop is provided or certificate expires
Online training and courses	Deferred and recognized a.) as the services are delivered, or b.) when usage thresholds are met, or c.) on a straight-line basis over the initial product period
Coaching/Counseling services	Deferred and recognized as services are delivered, or on a straight-line basis over the life of the customer’s contract
Website/data fees (monthly)	Not deferred, recognized in the month delivered
Website/data fees (pre-paid subscriptions)	Deferred and recognized on a straight-line basis over the subscription period

Cost of Sales and Service

The cost of sales and service consists of the cost of the data feeds that supply twenty minute delayed stock market data to the Company’s stock analysis software based tool, external partner commissions and other costs associated with the repair or maintenance of the website.

Use of Estimates

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

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2016 and March 31, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, notes payable, convertible notes payable, derivative liabilities and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

 8

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

Reliance on Key Personnel and Consultants

The Company is heavily dependent on the continued active participation of these current executive officers, employees and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.

Derivative Liability

The Company accounts for derivatives in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At June 30, 2016 and March 31, 2016, the Company did not have any derivative instruments that were designated as hedges. See Note 8 for discussion of the Company’s derivative liabilities.

Net Loss per Share

The Company follows Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Convertible debt, stock options and warrants have been excluded as common stock equivalents in the diluted loss per share because their effect is anti-dilutive on the computation. In determining the discontinued operations fully diluted earnings per share, the Company did not allocate any common stock equivalents, therefore the basic and fully diluted per share amounts are the same.

Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

	June 30, 2016		June 30, 2015
Convertible notes payable		30,955,885		1,603,121
Options to purchase common stock		40,000		40,000
Warrants to purchase common stock		6,534,810		6,298,771
Totals		37,530,695		7,941,892

Stock-Based Compensation

The Company accounts for its stock based awards in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires a fair value measurement and recognition of compensation expense for all share-based payment awards made to its employees and directors, including employee stock options and restricted stock awards. The Company estimates the fair value of stock options granted using the Black-Scholes valuation model. This model requires the Company to make estimates and assumptions including, among other things, estimates regarding the length of time an employee will retain vested stock options before exercising them, the estimated volatility of our common stock price and the number of options that will be forfeited prior to vesting. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Changes in these estimates and assumptions can materially affect the determination of the fair value of stock-based compensation and consequently, the related amount recognized in the Company’s unaudited condensed consolidated statements of operations.

For the three months ended June 30, 2016 and 2015, the Company did not grant stock options to employees.

 9

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

Segment Information

Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s only material principal operating segment after the discontinued operations of Instilend (See Note 11).

Recent Accounting Pronouncements

There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

2. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

The Company’s unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred significant recurring losses which have resulted in an accumulated deficit of $101,170,771, net loss of $548,983 and net cash used in operations of $36,108 for the three months ended June 30, 2016 which raises substantial doubt about the Company’s ability to continue as a going concern.

During the three months ended June 30, 2016, the Company raised $47,500 in cash proceeds from the issuance of notes.  The Company believes that its current cash on hand will not be sufficient to fund its projected operating requirements currently.

The Company's primary source of operating funds since inception has been cash proceeds from the private placements of common stock and proceeds from private placements of convertible and other debt.  The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

 10

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of the following at June 30, 2016 and March 31, 2016:

	June 30,  2016		March 31, 2016
Accounts payable	$	435,891	$	418,823
Accrued interest payable, short term		338,453		93,000
Accrued payroll and related taxes		656,362		630,642
	$	1,430,706	$	1,142,465

As of June 30, 2016 and March 31, 2016, accrued payroll taxes included the effects of an estimated payroll tax liability for stock based compensation issued to an officer.

4. SETTLEMENT PAYABLE

On August 12, 2013, Evenflow Funding, LLC ("Evenflow") commenced a civil action (the “NJ Action”) against the Company in the Superior Court of New Jersey, Law Division, Monmouth County (the "Court") bearing Docket No. Mon-L-3105-13 in collection of a promissory note issued January 20, 2009 and related accrued interest.

On October 13, 2014, the Company and Evenflow agreed to a settlement and a Stipulation of Settlement (the "Settlement") was filed with the Court, in connection with the NJ Action. Pursuant to the Settlement, the Company agreed to pay to Evenflow a total of $425,000 (the "Settlement Amount") in quarterly payments (the "Quarterly Payments") equal to 10% of the net revenue (revenue less allowances, returns and payments to revenue sharing agreements) of the Company as reported in the Company's periodic reports filed on Form 10-Q or Form 10-K (collectively, the "Periodic Reports") commencing with the Company's December 31, 2014 Periodic Report. The Quarterly Payments are due and payable by the Company on the tenth day following the filing of each Periodic Report. In addition to the Quarterly Payments, the Company agreed to make an initial payment in the amount of $25,000 upon the filing of the Settlement with the Court, as well as a payment in the amount of $25,000 due on the 12 month anniversary of the initial payment. The aggregate total of all payments including the upfront $25,000, the one year anniversary $25,000, and the quarterly payments is to be $425,000.

As of June 30, 2016, the Company reclassified the promissory note and accrued interest to settlement payable. No material gain or loss was recorded in connection with the settlement. The unpaid balance as of June 30, 2016 and March 31, 2016 was $344,392. The Company is currently renegotiating the payment terms and is currently in default.

5. NOTES PAYABLE

On September 30, 2010, the Company issued an aggregate of $120,000 in unsecured promissory notes due five years from issuance at 8% per annum payable at maturity in exchange for the cancellation of 15,000 previously issued warrants.  The fair value of the exchanged warrants, approximately equaled the fair value of the issued notes at the date of the exchange. In September 2015, the Company extended one note for $33,333 till December 31, 2015 and four, in aggregate of $86,667 till December 31, 2016.

On October 29, 2015, the Company entered into revenue based factoring agreement and received $44,010 in exchange for $54,573 of future receipts relating to monies collected from customers or other third party payors. Under the terms of the agreement, the Company is required to make daily payments equal to 19% of the Company’s daily cash or monetary sales receipts over the term of the agreement (approximately 11 months). The Company has recorded a debt discount which is being amortized to interest expense over the term of the agreement.

Summary of outstanding notes payable as of June 30, 2016 and March 31, 2016 are as follows:

 11

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

	June 30, 2016			March 31, 2016
Note payable, due December 31, 2015 (in default)	$	33,333		$	33,333
Notes payable, due December 31, 2016		86,667			86,667
Note payable, due September 2016		24,224			30,399
Total		144,224			150,399
Less: Short term portion		(144,224	)		(150,399	)
Long term portion	$	-		$	-

6. NOTE PAYABLE, RELATED PARTY

On August 1, 2014, the Company issued a Secured Promissory Note (Note) payable to a board member and significant shareholder for $120,000 bearing interest at 5% per annum payable at such time as any payment of principal of the Note is made.

The Note is payable the earlier of (i) July 31, 2015 or (ii) receipt of proceeds from operations from Vickrey Brown Investments, LLC, a majority owned subsidiary of the Company. The payment terms are currently being renegotiated and the note currently in default.

The note is secured by: (i) 240,000 shares of common stock of the Company, $.001 par value per share, to be placed in escrow, and (ii) the Company’s right, title and interest in Vickrey Brown Investments, LLC.

During the year ended March 31, 2016, the Company made payments in aggregate of $25,000 towards the principal of the note. As of June 30, 2016 and March 31, 2016, the remaining balance of the note was $95,000.

7. CONVERTIBLE NOTES

Summary of outstanding convertible notes payable as of June 30, 2016 and March 31, 2016are as follows:

	June 30, 2016			March 31, 2016
Convertible Promissory notes due June 30, 2017	$	1,476,660		$	1,476,660
Convertible Promissory note, due August 17, 2015, in default		100,000			100,000
Convertible note payable, due September 25, 2017, net of unamortized debt discount of $17,078 and $23,106, respectively		7,772			10,494
Convertible note payable, due November 13, 2016, net of unamortized debt discount of $21,708		-			13,292
Convertible notes payable, due August 31, 2016, net of unamortized debt discount of $57,602 and $129,523, respectively		117,398			30,477
Convertible note payable, due May 31, 2017, net of unamortized debt discount of $67,459		6,041			-
Long term accrued interest		-			207,137
Total		1,707,871			1,838,060
Less: Short term portion		(1,441,300	)		(143,769	)
Less: Short term, related party		(258,799	)		(-	)
Less: Long term, related party		(-	)		(295,101	)
Long term convertible notes	$	7,772		$	1,399,190

 12

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

Azoth Funding LLC

On May 31, 2016, the Company entered into a Securities Purchase Agreement with Azoth Fund LLC, for the sale of a 8% convertible note in the principal amount of $73,500 (the “Note”). The total net proceeds the Company received from this Offering was $32,500, net of fees of $3,500 and payoff of a previously outstanding convertible note.

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on May 31, 2017 and is convertible into common stock, at Azoth Funding LLC’ s option, at a 50% discount to the lowest trading price of the common stock during the 20 trading day period prior to conversion.

Convertible Promissory Notes dated April 5, 2016

On April 5, 2016, the Company issued a $15,000 convertible promissory notes bearing interest at 12% per annum due upon maturity along with principal on August 31, 2016.

The convertible promissory note is convertible, at the holders’ option, at $0.10 per share at any time, the due date or the time of a $5 million equity event, as defined.

In connection with the issuance of the convertible promissory notes, the Company issued detachable warrants granting the holder the right to acquire 30,000 shares of the Company’s common stock at $0.50 per share and expire 2 years from the date of issuance.

Due to the nature of the previously issued notes described above, the Company determined that the conversion feature requires classification as an embedded derivative. The accounting treatment requires that the Company record at fair value at inception as a liability. The determined fair value (see below) exceeded the net proceeds received, therefore no value were assigned to the issued detachable warrants as described in ASC 470-20.

Summary:

The Company has identified the embedded derivatives related to the above described Notes. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date.

In connection with the Azoth financing, the Company paid off a previously issued convertible debt. At the date(s) of payoff or exchange, the Company determined fair value of the embedded derivatives of $72,174, using the Binominal Option Pricing Model with the following assumptions: contractual terms of 0.45 years, an average risk free interest rate of 0.49%, a dividend yield of 0%, and volatility of 426.69%, was reclassified to additional paid in capital.

At the inception of the 2016 Notes, the Company determined the aggregate fair value of $204,341 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 412.78% to 426.69%, (3) weighted average risk-free interest rate of 0.36 % to 0.68%, (4) expected life of 0.41 to 1.00 year, and (5) estimated fair value of the Company’s common stock of $0.02 to $0.10 per share.

The determined fair value of the debt derivatives of $204,341 was charged as a debt discount up to the net proceeds of the notes with the remainder of $122,131 charged to current period operations as non-cash interest expense.

 13

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

At June 30, 2016, the Company marked to market the fair value of the debt derivatives and determined a fair value of $388,843. The Company recorded a loss from change in fair value of debt derivatives of $43,718 for the three months ended June 30, 2016. The fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 441.77%, (3) weighted average risk-free interest rate of 0.26% to 0.45%, (4) expected life of 0.17 to 1.24 years, and (5) estimated fair value of the Company’s common stock of $0.014 per share.

The charge of the amortization and write-off of debt discounts and costs for the three months ended June 30, 2016 was $117,908 which was accounted for as interest expense.

8. DERIVATIVE LIABILITIES

As described in Note 7 and 13, the Company issued convertible notes that contain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date.

9. CAPITAL STOCK

Common Stock

In April 2016, the Company issued 250,000 shares of its common stock with a fair value of $20,000 in settlement of $5,250 of convertible notes payable.

In April 2016, the Company issued an aggregate of 5,812,500 shares of its common stock as payment of previously accrued officer salaries of $472,960, which represents the value of the services received and which did not differ materially from the value of the stock issued.

In April and May 2016, the Company issued an aggregate of 400,000 shares of its common stock as director fees valued at $13,800, which represents the value of the services received and which did not differ materially from the value of the stock issued.

In May 2016, the Company issued an aggregate of 450,000 shares of its common stock for consulting services valued at $14,850, which represents the value of the services received and which did not differ materially from the value of the stock issued.

In June 2016, the Company issued an aggregate of 1,700,000 shares of its common stock with a fair value of $38,600 in settlement of $7,500 of convertible notes payable.

10. STOCK OPTIONS AND WARRANTS

The following table summarizes the changes in employee stock options outstanding and the related prices for the shares of the Company’s common stock issued to employees of the Company under two employee stock option plans.

The nonqualified plan adopted in 2007 is for 65,000 shares of which 47,500 have been granted as of June 30, 2016. The qualified plan adopted in October of 2008 authorizing 125,000 shares was approved by a majority of the Shareholders on September 16, 2009. To date 42,500 shares have been granted under the 2008 plan as of June 30, 2016.

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees of the Company at June 30, 2016:

 14

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

		Options Outstanding						Options Exercisable
						Weighted					Weighted
				Weighted		Average					Average
				Average		Exercise					Exercise
Range of		Number of		Remaining		Price of		Number of			Price of
Exercise		Shares		Contractual		Outstanding		Shares			Exercisable
Prices		Outstanding		Life (Years)		Options		Exercisable			Options
$	10.00		35,000		3.26	$	10.00		35,000	$	10.00
	12.00		2,500		0.61		12.00		2,500		12.00
			37,500		3.08	$	10.20		37,500	$	10.20

Transactions involving stock options issued to employees are summarized as follows:

			Weighted
			Average
	Number of		Exercise
	Shares		Price
Options outstanding at March 31, 2015		37,500	$	10.20
Granted		-		-
Exercised		-		-
Canceled		-		-
Options outstanding at March 31, 2016		37,500		10.20
Granted		-		-
Exercised		-		-
Canceled		-		-
Options outstanding at June 30, 2016		37,500	$	10.20

Stock-based compensation expense in connection with options granted to employees for the three months ended June 30, 2016 and 2015 was $-0-.

Non-Employee Stock Options

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to consultants and non-employees of the Company at June 30, 2016:

		Options Outstanding						Options Exercisable
				Weighted
				Average		Weighted				Weighted
				Remaining		Average				Average
Exercise		Number		Contractual		Exercise		Number of		Exercise
Prices		Outstanding		Life (Years)		Price		Exercisable		Price
$	84.00		2,500		0.58	$	84.00		2,500	$	84.00

Transactions involving stock options issued to consultants and non-employees are summarized as follows:

 15

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

			Weighted
			Average
	Number of		Price
	Shares		Per Share
Options outstanding at March 31, 2015		2,500	$	84.00
Granted		-
Exercised		-		-
Expired		-
Options outstanding at March 31, 2016		2,500		84.00
Granted		-		-
Exercised		-		-
Expired		-		-
Options outstanding at June 30, 2016		2,500	$	84.00

Warrants

The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock issued to shareholders at June 30, 2016:

		Warrants Outstanding						Warrants Exercisable
				Weighted
				Average		Weighted				Weighted
				Remaining		Average				Average
Exercise		Number		Contractual		Exercise		Number		Exercise
Price		Outstanding		Life (Years)		Price		Exercisable		Price
$	0.50		350,000		1.66	$	0.50		350,000	$	0.50
	1.50		6,127,497		2.99		1.50		6,127,497		1.50
	2.50		12,000		2.05		2.50		12,000		2.50
	6.00		45,313		1.58		6.00		45,313		6.00
	Total		6,534,810		2.82	$	1.48		6,534,810	$	1.48

Transactions involving the Company’s warrant issuance are summarized as follows:

				Average
	Number of			Price
	Shares			Per Share
Warrants outstanding at March 31, 2015		6,298,771		$	1.53
Granted /restated		332,500			0.50
Canceled		(126,461	)		(1.50	)
Expired		-
Warrants outstanding at March 31, 2016		6,504,810			1.48
Granted		30,000			0.50
Canceled		-			-
Expired		-			-
Warrants outstanding at June 30, 2016		6,534,810		$	1.48

As described in Note 7 above, the Company issued detachable warrants granting the holder the right to acquire an aggregate of 30,000 shares of the Company’s common stock at $0.50 per share and expire 2 years from the date of issuance in connection with the issuance of convertible promissory notes.

 16

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

11. DISCONTINUED OPERATIONS

Sale of Instilend Technologies, Inc.

On May 2, 2013, the Company, its wholly-owned subsidiary, Instilend Technologies Inc. ("Instilend") and Fortified Management Group, LLC ("Fortified") entered into an Asset Purchase Agreement (the "APA"), pursuant to which Instilend sold all of its assets, including its proprietary Matador, Locate Stock and LendEQS platforms, to Fortified in consideration of $3,000,000 (the "Purchase Price") consisting of 250,000 shares of common stock of the Company which were returned to the Company for cancellation in March of 2013, $2,500 per month commencing on the 90th day after the Closing Date which will be increased to $5,000 per month as of the 270th day following the Closing Date, a Secured Promissory Note in the principal amount of $1,250,000 (the "APA Note"), the assumption by Fortified from the Company of 5% Convertible Promissory Notes (the "Seller Notes") originally issued by the Company to Todd Tabacco, Derek Tabacco and Richard L'Insalata in the aggregate amount of $500,000 and additional monthly royalties of 5% after the payment of the $1,250,000 Secured Promissory Note up to $4,000,000 as set forth in Schedule 3 of the APA.

In addition, $150,000 of the Purchase Price (the "Escrow Funds") were used towards the payment by the Company of certain tax liabilities owed by Instilend. The Escrow Funds will be held in escrow until the Company has entered into settlement agreements with the relevant tax authorities, at which time the Company may authorize the Escrow Funds to be released for payment to the relevant tax authorities.

In the event of a failure by the Company to make any payments in accordance with the terms of any such settlement agreements, the Company will issue shares of its common stock to Fortified equal to three times the unpaid amount of the remaining unpaid tax liabilities.

As a result of the sale of the operating assets relating to the stock loan business, management of the Company, as of the Closing Date, elected to impair the remaining assets in the business including the goodwill, customer list and covenants to not compete. The impaired assets were initially recorded as a result of the acquisition of Instilend.

The assets and liabilities of the discontinued operations as of June 30, 2016 and March 31, 2016 were as follows:

	June 30, 2016		March 31, 2016
Cash	$	-	$	-
Accounts receivable		-		-
Total current assets of discontinued operations	$	-	$	-
Liabilities:
Accounts payable	$	120,266	$	120,266
Total current liabilities of discontinued operations	$	120,266	$	120,266

The Results of Operations classified as discontinued operations for the three months ended June 30, 2016 and 2015:

	June 30, 2016		June 30, 2015
Sales	$	-	$	-
Operating costs:
Selling, general and administrative		-		-
Total operating costs		-		-
		-		-
Net Income (loss)	$	-	$	-

 17

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

Accounts payable are primarily comprised of vendors payable.

12. NON CONTROLLING INTEREST

In August 2014, the Company formed Vickrey Brown Investments, LLC, a limited liability company under the laws of California with 51% membership interests specializing in investment strategies which combine quantitative strategies, forensic accounting and volatility controls.

On December 27, 2015, the Company entered into a Second Amended and Restated Operating Agreement whereby the Company surrendered its equity ownership in Vickrey Brown Investments LLC and transferred ownership of SAFE Management LLC (“Safe”) in exchange for 25% of all revenue generated by Vickrey Brown Investments, LLC until an aggregate of $120,000 has been paid and 30.6% of remaining and future revenue. In connection with the disposal, the Company incurred a net loss on disposal of subsidiary of $26,058.

A reconciliation of the non-controlling loss attributable to the Company:

Net loss attributable to non-controlling interest for the three month period ended June 30, 2015:

	Vickrey Brown Investments
Net allocable loss	$	32,790
Average Non-controlling interest percentage		49	%
Net loss attributable to the non-controlling interest	$	16,067

13. FAIR VALUE MEASUREMENTS

ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

· Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

· Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

· Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and are unobservable.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the consolidated financial statements.

 18

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.

Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of June 30, 2016 and March 31, 2016 :

June 30, 2016:

	Level 1		Level 2		Level 3		Total
Long-term investments	$	–	$	–	$	–	$	–
Total	$	–	$	–	$	–	$	–
Derivative liabilities	$	–	$	–	$	388,843	$	388,843
Total	$	–	$	–	$	388,843	$	388,843

March 31, 2016:

	Level 1		Level 2		Level 3		Total
Long-term investments	$	–	$	–	$	–	$	–
Total	$	–	$	–	$	–	$	–
Derivative liabilities	$	–	$	–	$	258,808	$	258,808
Total	$	–	$	–	$	258,808	$	258,808

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (warrant and derivative liabilities) for the three months ended June 30, 2016.

	Derivative Liabilities
Balance, March 31, 2016		258,808
Transfers in upon initial fair value of derivative liabilities		204,341
Transfers out upon payoff or conversion of convertible debt		(118,024	)
Mark-to market at June 30, 2016		43,718
Balance, June 30, 2016	$	388,843

Level 3 Liabilities were comprised of our bifurcated convertible debt features on our convertible notes (see Note 7).

14. SUBSEQUENT EVENTS

Subsequent common stock issuances:

In July 2016, the Company issued 2,380,000 shares of its common stock in settlement of $4,711 of convertible notes payable.

On July 12, 2016 the Company issued a convertible promissory note due December 31, 2016 in settlement with its former auditor, Fiondella Milone, and La Saracina LLP for $45,000 for services rendered during the Company’s fiscal Year ending March 31, 2015.

The note bears interest of 8% per annum, and is convertible into common stock of the Company on the maturity date by the sole election of the holder at a discount of 40% of the average closing price for the three days prior to conversion.

In August 2016 the Company issued 1,270,000 shares of its common stock in settlement of $1,124 of convertible notes payable and $400 in transfer fees.

 19

INVESTVIEW, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2016

The note bears interest of 8% per annum, and is convertible into common stock of the Company on the maturity date by the sole election of the holder at a discount of 40% of the average closing price for the three days prior to conversion.

 20

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

Forward-Looking Statements

This Quarterly Report Form 10-Q, including this discussion and analysis by management, contains or incorporates forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” “anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations. For factors that may cause actual results to differ from management’s expectations, reference should be made to the Company’s Form 10-K for the year ended March 31, 2016 filed with the Securities and Exchange Commission and our other periodic filings with the Securities and Exchange Commission.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Corporate History

Investview, Inc. (hereinafter referred to as the “Company”, “Investview” or “INVU”) was formed in the State of Nevada on August 19, 2005. Effective September 16, 2006, the Company changed its name to TheRetirementSolution.com, Inc., on October 1, 2008 the Company changed its name to Global Investor Services, Inc. and on March 27, 2012, the Company changed its name to Investview, Inc. In June 2011 a new Chief Executive Officer was appointed. The stock symbol is INVU.

Overview

Investview is a New Jersey-based financial services organization. The Company operates primarily through its wholly- and majority-owned subsidiaries, to provide financial products and services to accredited investors, self-directed investors and select financial institutions. Investview, Inc. also provides investor education products.

Through our wholly owned subsidiaries we (1) offer licensed asset and portfolio management services and (2) market infrastructure technologies.

Legacy Products

Investview provides a broad suite of products that allow the self-directed individual investor to find, analyze, track and manage his or her portfolio. These educational services focus on empowering investors with the skills that allow them to rely on their own investing knowledge to make intelligent and sound investment decisions. Investview’s main legacy product is an all-inclusive on-line education, analysis and application platform.

Results of Operations

Three months ended June 30, 2016 compared to three months ended June 30, 2015:

Revenues:

	Three Months Ended				Three Months Ended
	June 30, 2016				June 30, 2015				Variance
Subscription revenues	$	47,814	100	%	$	125,448	100	%	$	(77,634	)	62	%

 21

We realized a decrease in our recognized revenues of 62% for the three months ended June 30, 2016 from the prior year period due in part to a number of subscribers who elected to pay for annual subscriptions which decreased the revenue that could be recognized in the quarter and in turn was reduced deferred revenue. We proactively introduced both new products and a new marketing strategy to improve the lifetime value of our accounts. We are now emphasizing our online based business model which provides subscription based services including trading ideas, tools and education through live and recorded webinars and is marketed through a number of online media channels. Our trading and education tools are located at www.investview.com whereas our 7 minute products have their own websites:www.7minute trader.com, 7minuteoptions.com, 7minutestocks.com and 7minuteinvestor.com.

As we measured the attrition rates of the trading and education offerings we determined that their lifetime value was approximating our cost of acquisition. As clients move through the education modules they tend to exhaust their interest and either attrite or shift to the lower priced trading modules. Introduction of the 7 minute trader has resulted in a better adoption rate, an improved retention rate and significantly lower acquisition costs.

Operating Costs and Expenses:

A summary of significant operating costs and expenses for the three months ended June 30, 2016 and the three months ended June 30, 2015 follows:

	Three Months				Three Months
	Ended				Ended
	June 30, 2016				June 30, 2015				Variance
Costs of sales and services	$	1,205	1	%	$	18,427	3	%	$	(17,222	)	93	%
Selling, general and administrative		264,188	99	%		717,824	97	%		(453,636	)	63	%
Total	$	265,393	100	%	$	736,251	100	%	$	(470,858	)	64	%

As a percentage of revenues, the operating margin increased to 97% in the current quarter from 85% in the same quarter last year due to the increase in revenues relative to the similar level of operating costs and expenses.

During the three months ended June 30, 2016, our cost of sales and service decreased to $1,205 as compared to $18,427 during the three months ended June 30, 2015, primarily from the decrease in data feed costs of approximately 90%.

Our selling, general and administrative expenses decreased from $717,824 for the three months ended June 30, 2015 to $264,188 in current 2016 period or $453,636 (63%). Last year, the Company incurred approximately $60,000 in stock based compensation expense as compared to $29,000 for the current period. In addition, we have significantly reduced our operating and other costs in the current period as compared to the same period, last year.

Other:

A summary of significant other income (expenses) for the three months ended June 30, 2016 and the three months ended June 30, 2015 follows:

	Three Months					Three Months
	Ended					Ended
	June 30, 2016					June 30, 2015					Variance
Interest	$	(287,686	)	87	%	$	(35,998	)	100	%	$	251,688	699	%
Loss on change in fair value of warrant and derivatives		(43,718	)	13	%		-		-	%		43,718	100	%
Total	$	(331,404	)	100	%	$	(35,998	)	100	%	$	295,406	821	%

 22

Interest expense increased from $35,998 to $287,686, a $251,688 or 699% increase.  The increase primarily due to the a non-cash interest charge relating to issued convertible debt of $122,131 and debt discount amortization of $117,908 in the current period as compared to $-0- in 2015.

Loss on change in fair value of derivative liabilities During the three months ended June 30, 2016, we had outstanding convertible promissory notes with an embedded derivative, all requiring us to fair value the derivatives each reporting period and mark to market as a non-cash adjustment to our current period operations. This resulted in a loss of $43,718 on change in fair value of derivative liabilities for the three months ended June 30, 2016.

Cash Used in Operating Activities:

During the three months ended June 30, 2016, our rate of usage of cash on a monthly basis from operations to approximately $12,000 as compared to approximately $180,000 in the same period last year.

Liquidity and Capital Resources

During the three months ended June 30, 2016, the Company incurred a loss from operations of $548,983. However, only $36,108 was cash related. This negative cash flow was funded by existing cash and borrowing on convertible notes. As a result, our cash and cash equivalents increased by $5,217 to $12,914 from the beginning of the fiscal year of $7,697.

The Company's current liabilities exceeded its current assets (working capital deficit) by $4,394,062 as of June 30, 2016 as compared to $2,823,549 at March 31, 2016. The increase in the working capital deficit is primarily due to the maturing of our convertible debt.

Auditor’s Opinion Expresses Doubt About the Company’s Ability to Continue as a “Going Concern”

The independent auditor’s report on our March 31, 2016 consolidated financial statements states that the Company's historical losses and accumulated deficiency raise substantial doubts about the Company's ability to continue as a going concern, due to the losses incurred and deficiency. If we are unable to develop our business, we will have to reduce, discontinue operations or cease to exist, which would be detrimental to the value of the Company's common stock. We can make no assurances that our business operations will develop and provide us with significant cash to continue operations.

In order to improve the Company's liquidity, the Company's management is actively pursuing additional financing through discussions with investment bankers, financial institutions and private investors. There can be no assurance that the Company will be successful in its effort to secure additional financing.

Critical Accounting Policies

The preparation of our 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 a number of significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policy involves the most complex, difficult and subjective estimates and judgments.

 23

Revenue Recognition

For revenue from product sales and services, the Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.

Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Revenue arises from subscriptions to the websites/software, workshops, online workshops and training and coaching/counseling services where the customers are charged a monthly subscription fee for access to the online training and courses and website/data.  All revenues are recognized in the month the products and services are delivered.

We sell our products separately and in various bundles that contain multiple deliverables that include website/data subscriptions, educational workshops, online workshops and training, one-on-one coaching and counseling sessions, along with other products and services.  The deferral policy for each of the different types of revenues is summarized as follows:

Product	Recognition Policy
Live Workshops and Workshop Certificates	Deferred and recognized as the workshop is provided or certificate expires
Online training and courses	Deferred and recognized a.) as the services are delivered, or b.) when usage thresholds are met, or c.) on a straight-line basis over the initial product period
Coaching/Counseling services	Deferred and recognized as services are delivered, or on a straight-line basis over the term of the service contract
Website/data fees (monthly)	Not deferred, recognized in the month delivered
Website/data fees (pre-paid subscriptions)	Deferred and recognized on a straight-line basis over the subscription period

Stock-Based Compensation

The Company has adopted Accounting Standards Codification subtopic 718-10, Compensation-Stock Compensation (“ASC 718-10”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, directors and key consultants including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

For the periods ended June 30, 2016 and 2015, the Company did not grant stock options to employees.

 24

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2016 and March 31, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, notes payable, convertible notes payable, derivative liabilities and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

Off-Balance Sheet Arrangements

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

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

Control Deficiencies and Remediation Plan

Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff and reliance on outside consultants for external reporting.  The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.

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To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of outside legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

Changes in Internal Controls

Other than mentioned above, there were no changes in our internal controls over financial reporting during the fiscal quarter ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On August 21, 2013, Evenflow Funding, LLC (“Evenflow”), a creditor of the Company due to the Company’s issuance of a promissory note dated January 20, 2009 for $200,000, filed a complaint against the Company, and certain officers that personally guaranteed the original note, in the Supreme Court of the State of New Jersey (the “Court”) for payment of the promissory note, accrued interest and penalties in aggregate of $931,521.

On October 13, 2014, Evenflow filed a Stipulation of Settlement (the "Settlement") with the Court, in connection with the NJ Action. Pursuant to the Settlement, the Company agreed to pay to Evenflow $425,000 (the "Settlement Amount") in quarterly payments (the "Quarterly Payments") equal to 10% of the net revenue (revenue less allowances, returns and payments to revenue sharing agreements) of the Company as reported in the Company's periodic reports filed on Form 10-Q or Form 10-K (collectively, the "Periodic Reports") commencing with the Company's September 30, 2014 Periodic Report. The Quarterly Payments are due and payable by the Company on the tenth day following the filing of each Periodic Report. In addition to the Quarterly Payments, the Company agreed to make an initial payment in the amount of $25,000 upon the filing of the Settlement with the Court, as well as a payment in the amount of $25,000 due on the 12 month anniversary of the Initial Payment. We are currently renegotiating the payment terms of this “Settlement”.

The Company may be subject to other legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. The Company had no other pending legal proceedings or claims other than described above as of June 30, 2016.

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.

ITEM 1A – RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item. The material risk factors faced by our company are set forth on our Form 10-K Annual Report for the year ended March 31, 2016.

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

On May 31, 2016, the Company issued a Convertible Promissory Note (the “Azoth Note”) to Azoth Fund LLC (“Azoth”) in the principal amount of $73,500. The financing closed on May 31, 2016.

The Azoth Note bears interest at the rate of 8% per annum.  All interest and principal must be repaid on May 31, 2017.  The Azoth Note is convertible into common stock, at Azoth’s option, at a 50% discount of the lowest closing bid prices of the common stock during the 20 trading day period prior to conversion.  In the event the Company prepays the Crown Note (maximum of 80% payoff allowable), the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 110% if prepaid during the period commencing on the closing date through 60 days thereafter, (ii) 120% if prepaid 61 through 120 days and thereafter following the closing, (ii) 135% if prepaid 121 through 180 days and thereafter following the closing

Azoth has agreed to restrict its ability to convert the Azoth Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock.   The total net proceeds the Company received from this Offering was $32,500 after payoff of previously issued convertible note.

As of the date hereof, the Company is obligated on $73,500 in face amount of Azoth Note issued to Azoth. The Azoth is a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company.

The above securities were offered and sold to the investors in private placement transactions made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act. The above investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 – MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5 – OTHER INFORMATION

None

ITEM 6 – EXHIBITS

Number	Description
3.1	Articles of Incorporation (incorporated by reference to Exhibit 3 to the Company’s 10SB12G filed on August 12, 1999)
3.2	Certificate of Amendment to Registrant’s Articles of Incorporation (incorporated by reference to Exhibit 3 to the Company’s 10SB12G filed on August 12, 1999)
3.3	By-Laws (incorporated by reference to Exhibit 3 to the Company’s 10SB12G filed on August 12, 1999)
3.4	Amendment to Articles of Incorporation or by-laws (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on February 15, 2007)

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3.5	Certificate of Change filed pursuant to NRS 78.209 (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K filed on April 6, 2012)
3.6	Articles of Merger filed pursuant to NRS 92.A.200 (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K filed on April 6, 2012)
3.7	Certificate of Amendment to the Articles of Incorporation dated October 16, 2014 (16)
4.1	Form of Exchange Agreement, dated September 30, 2010 (1)
4.2	Exchange Agreement by and between Global Investor Services, Inc. and Allied Global Ventures LLC, dated September 30, 2010 (2)
4.3	Form of Subscription Agreement dated July 7, 2011 (3)
4.4	Form of 8% Secured Convertible Note dated July 7, 2011 (3)
4.5	Form of Common Stock Purchase Warrant dated July 7, 2011 (3)
4.6	Form of Security Agreement dated July 7, 2011 (3)
4.7	Form of Agreement entered with Marketing Investors (4)
4.8	Form of Subscription Agreement - August 2012 (8)
4.9	Form of 8% Secured Convertible Note - August 2012 (8)
4.10	Form of Common Stock Purchase Warrant - August 2012 (8)
4.11	Form of Security Agreement - August 2012 (8)
4.12	Form of 5% Convertible Promissory Note issued in October 2012 to former shareholders of Instilend Technologies Inc. (10)
4.13	2012 Incentive stock Plan (9)
4.14	10% Secured Promissory Note issued by Fortified Management Group, LLC to Instilend Technologies Inc. (11)
4.15	Securities Purchase Agreement entered by and between Investview Inc. and Allied Global Ventures LLC (12)
4.16	Form of Common Stock Purchase Warrant issued to Allied Global Ventures LLC (12)
4.17	Form of Securities Purchase Agreement (13)
4.18	Form of Common Stock Purchase Warrant (13)
4.19	Form of Warrant (14)
4.20	Securities Purchase Agreement – September 30, 2014 (17)
4.21	Form of Common Stock Purchase Warrant – September 30, 2014 (17)

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4.22	2014 Incentive stock Plan (20)
10.1	Employment Agreement by and between Global Investor Services Inc. and Dr. Joseph J. Louro dated June 7, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 29, 2011).
10.2	Letter Agreement by and between Global Investor Services Inc. and Dr. Joseph J. Louro dated June 29, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 29, 2011
10.3	Agreement by and between Global Investor Services Inc., Wealth Engineering LLC, Wealth Engineering and Development Incorporated, Annette Raynor and Mario Romano dated July 12, 2011 (5)
10.4	Exchange Agreement, dated September 29, 2011, by and between Global Investor Services, Inc. and Allied Global Ventures, LLC. (6)
10.5	Exchange Agreement, dated September 29, 2011, by and between Global Investor Services, Inc. and Allied Global Ventures, LLC.(6)
10.6	Employment Agreement by and between Investview, Inc. and John “Randy” MacDonald dated May 15, 2012 (7)
10.7	Employment Agreement by and between Investview, Inc. and David M. Kelley dated August 16, 2012 (8)
10.8	Share Exchange Agreement between Investview Inc., Todd Tabacco, Derek Tabacco, Rich L’Insalata and Instilend Technologies Inc. (8)
10.9	Asset Purchase Agreement by and between Investview, Inc., Instilend Technologies Inc. and Fortified Management Group, LLC dated May 2, 2013 (11)
10.10	Assignment and Assumption Agreement by and between Investview, Inc., Fortified Management Group, LLC, Richard L’Insalata, Todd Tabacco and Derek Tabacco dated May 2, 2013 (11)
10.11	Agreement and Release by and between Investview, Inc., Instilend Technologies Inc., Fortified Management Group LLC and Todd Tabacco dated May 2, 2013 (11)
10.12	Agreement and Release by and between Investview, Inc., Instilend Technologies Inc., Fortified Management Group LLC and Derek Tabacco dated May 2, 2013 (11)
10.13	Agreement and Release by and between Investview, Inc., Instilend Technologies Inc., Fortified Management Group LLC and Richard L’Insalata dated May 2, 2013 (11)
10.14	Form of Exchange Agreement (14)
10.15	Agreement by and between Investview, Inc. and David M. Kelley dated July 14, 2014 (15)
10.16	Stipulation of Settlement Agreement with Evenflow Funding, LLC (16)
10.17	Purchase Agreement by and between Investview, Inc. and CertusHoldings, Inc. (18)
10.18	Asset Purchase Agreement by and between GGI Inc. and Gate Global Impact Inc. dated December 17, 2014 (19)

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16.1	Letter from Fiondella, Milone & LaSaracina LLP (21)
31.1	Certification of Principal Executive Officer pursuant to 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema
101.CAL	XBRL Taxonomy Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase
101.LAB	XBRL Taxonomy Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

(1)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 12, 2010
(2)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 25, 2010
(3)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 13, 2011
(4)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 30, 2011
(5)	Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on July 14, 2011
(6)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 11, 2011
(7)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 21, 2012
(8)	Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 20, 2012
(9)	Incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 filed on July 25, 2012

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(10)	Incorporated by reference to the Company’s Form 10-Q filed on February 14, 2013
(11)	Incorporated by reference to to the Company’s Form 8-K filed on May 8, 2013
(12)	Incorporated by reference to the Form 8-K Current Report filed on October 8, 2013
(13)	Incorporated by reference to the Form 8-K Current Report filed on June 11, 2014
(14)	Incorporated by reference to the Form 8-K Current Report filed on October 7, 2014
(15)	Incorporated by reference to the Form 8-K Current Report filed on July 17, 2014
(16)	Incorporated by reference to the Form 8-K Current Report filed on October 16, 2014
(17)	Incorporated by reference to the Form 8-K Current Report filed on December 4, 2014
(18)	Incorporated by reference to the Form 8-K Current Report filed on December 29, 2014
(19)	Incorporated by reference to the Form 8-K Current Report filed on March 19, 2015
(20)	Incorporated by reference to the Form 8-K Current Report filed on May 29, 2015
(21)	Incorporated by reference to the Form 8-K Current Report filed on July 31, 2015

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Pursuant to the requirements 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: August 22, 2016	By:	/s/ Dr. Joseph J. Louro
		Dr. Joseph J. Louro
		Chief Executive Officer
		(Principal Executive Officer)
Dated: August 22, 2016	By:	/s/ William C. Kosoff
		William C. Kosoff
		Chief Financial Officer
		(Principal Financial Officer and Accounting Officer)

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