SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -------------------

                                   FORM 10-QSB

                               ------------------

(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2000

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______.

Commission File No. 00-22661

                                   INVU, INC.
          (Exact name of small business issuer as specified in charter)

          Colorado                                        84-1135638
--------------------------------------------------------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
   of incorporation)

The Beren, Blisworth Hill Farm
Stoke Road
Blisworth, Northamptonshire                                NN7 3DB
--------------------------------------------------------------------------------
(Address of principal                                   (Postal Code)
 executive offices)

         Issuer's telephone number, including area code: (01604) 859893
                                                         --------------

--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Indicate by check mark whether the issuer (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    X        NO
                                                    -------           ----------

As of May 10,  2000 there were  30,206,896  shares of the common  stock,  no par
value, of the registrant issued and outstanding.

Transitional Small Business Disclosure Format (check one)

YES               NO       X
     ----------       ----------


<PAGE>

<TABLE>
<CAPTION>

                                                        INVU, INC.

                                                      April 30, 2000

                                                           INDEX

                                                                                                                  Page No.
                                                                                                                  --------
<S>                                                                                                                    <C>
PART I.  FINANCIAL INFORMATION.........................................................................................F-1

         Item 1.  Financial Statements.................................................................................F-1

                  Consolidated Balance Sheets as of April 30, 2000.....................................................F-1

                  Consolidated Statements of Operations................................................................F-2

                  Consolidated Statements of Deficit in Stockholders' Equity...........................................F-3

                  Consolidated Statements of Cash Flows................................................................F-5

                  Notes to Financial Statements........................................................................F-6

         Item 2.  Management's Discussion and Analysis or Plan of Operation..............................................1

PART II. OTHER INFORMATION...............................................................................................5

         Item 1.  Legal Proceedings......................................................................................5
         Item 2.  Changes in Securities..................................................................................5
         Item 3.  Default Upon Senior Securities.........................................................................6
         Item 4.  Submission of Matters to a Vote of Security Holders....................................................6
         Item 5.  Other Information......................................................................................6
         Item 6.  Exhibits and Reports on Form 8-K.......................................................................6

SIGNATURES.............................................................................................................S-1

Exhibit Index..........................................................................................................E-1

</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>

           INVU, INC. AND SUBSIDIARIES
           (A DEVELOPMENT STAGE ENTERPRISE)

           CONSOLIDATED BALANCE SHEETS
                                                                                           April 30,        January 31,
                                                                                                2000               2000
                                                                                         (unaudited)          (audited)
                                                                                                   $                  $
<S>        <C>                                                                           <C>                <C>
           ASSETS

           Current assets
           Accounts receivable:
             Trade, net                                                                       13,672              1,916
             VAT recoverable and other                                                        43,346             22,000
           Inventories                                                                        42,256             25,110
           Prepaid expenses                                                                   28,383             12,390

                                                                                         -----------        -----------
           Total current assets                                                              127,657             61,416

           Equipment, furniture and fixtures
           Computer equipment                                                                 49,729             42,450
           Vehicles                                                                          217,965            226,348
           Office furniture and fixtures                                                     101,055             31,096

                                                                                         -----------        -----------
                                                                                             368,749            299,894

           Less accumulated depreciation                                                      89,994             73,135

                                                                                         -----------        -----------
                                                                                             278,755            226,759

                                                                                         -----------        -----------
                                                                                             406,412            288,175
                                                                                         ===========        ===========
           LIABILITIES

           Current liabilities
           Short-term credit facility                                                        328,035            413,247
           Current maturities of long-term obligations                                     1,068,944          1,074,185
           Accounts payable                                                                  264,489            126,204
           Accrued liabilities                                                               218,571            198,529

                                                                                         -----------        -----------
           Total current liabilities                                                       1,880,039          1,812,165

           Long-term obligations, less current maturities                                  1,054,104            525,777

           Deficit in stockholders' equity
           Preferred stock, no par value
           Authorised - 20,000,000 shares; nil shares issued and outstanding                       -                  -
           Common stock, no par value
           Authorised - 100,000,000 shares; issued - 30,206,896 shares                       288,355            288,355
           Accumulated other comprehensive income                                             52,397              6,844
           Accumulated deficit during the development stage                               (2,868,483)        (2,344,966)

                                                                                         -----------        -----------

                                                                                          (2,527,731)        (2,049,767)

                                                                                             406,412            288,175
                                                                                         ===========        ===========
</TABLE>

           The accompanying notes are an integral part of these statements

                                      F-1

<PAGE>

<TABLE>
<CAPTION>

           INVU, INC. AND SUBSIDIARIES
           (A DEVELOPMENT STAGE ENTERPRISE)

           CONSOLIDATED BALANCE SHEETS




           For the periods ended

                                                                                                      Feb 18, 1997
                                                                     For the three months ended           (date of
                                                                   April 30,          April 30,      inception) to
                                                                        2000               1999     April 30, 2000
                                                                  (unaudited)       (unaudited)        (unaudited)
                                                                            $                 $                  $
<S>        <C>                                                    <C>               <C>                <C>
           Revenues                                                    12,943            18,916             38,936

           Expenses:
           Production costs                                             8,870             6,734            224,028
           Selling and distribution costs                             192,589            72,756            565,183
           Research and development costs                              63,132            46,125            450,257
           Administrative costs                                       240,552           163,071          1,549,483

                                                                  -----------       -----------        -----------
           Total operating expenses                                   505,143           288,686          2,788,951

           Operating loss                                            (492,200)         (269,770)        (2,750,015)

           Other income (expense)
           Interest, net                                              (31,317)          (13,617)          (120,831)
           Other                                                            -                 -              2,363

                                                                  -----------       -----------        -----------
           Total other income (expense)                               (31,317)          (13,617)          (118,468)

           Loss before income taxes                                  (523,517)         (283,387)        (2,868,483)

           Income taxes                                                     -                 -                  -

                                                                  -----------       -----------        -----------
           Net loss                                                  (523,517)         (283,387)        (2,868,483)
                                                                  ===========       ===========        ===========

           Weighted average shares outstanding:

           Basic and Diluted                                       30,206,896        30,206,896         30,206,896
                                                                  ===========       ===========        ===========

           Net loss per common share:

           Basic and Diluted                                            (0.02)            (0.00)             (0.09)
                                                                  ===========       ===========        ===========

</TABLE>

           The accompanying notes are an integral part of these statements.

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

           INVU, INC. AND SUBSIDIARIES
           (A DEVELOPMENT STAGE ENTERPRISE)

           CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY

                                                                                            Accumulated
                                                                                               other
                                                               Common stock   Accumulated  comprehensive               Comprehensive
                                                             Shares    Amount    deficit       income      Total           income
                                                                         $          $            $           $                $
<S>        <C>                                           <C>          <C>      <C>                <C>    <C>             <C>
           Issuance of common stock ($1.64 per share)       176,000    288,640          -              -    288,640

           Reclassification of $1.64 common stock          (176,000)  (288,640)         -              -   (288,640)

           Issuance of no par common stock in
           connection with reverse acquisition           28,696,552    288,355          -              -    288,355

           Issuance of common stock ($0.50 per share)     1,510,344    750,000          -              -    750,000

           Reverse acquisition transaction costs                  -   (750,000)         -              -   (750,000)

           Comprehensive income:
             Foreign currency translation adjustment              -          -          -            440        440             440
             Net loss during the period                           -          -   (217,153)             -   (217,153)       (217,153)
                                                                                                                         ----------
           Total comprehensive income                                                                                      (216,713)
                                                         ----------   -------- ----------         ------ ----------      ----------
           Balance at January 31, 1998                   30,206,896    288,355   (217,153)           440     71,642

           Comprehensive income:
             Foreign currency translation adjustment              -          -          -          8,655      8,655           8,655
             Net loss during the year                             -          -   (694,809)             -   (694,809)       (694,809)
                                                                                                                         ----------
           Total comprehensive income                                                                                      (686,154)
                                                                                                                         ==========

           Balance at January 31, 1999                   30,206,896    288,355   (911,962)         9,095   (614,512)

           Comprehensive income:
             Foreign currency translation adjustment              -          -          -         (2,251)    (2,251)         (2,251)
             Net loss during the year                             -          - (1,433,004)             - (1,433,004)     (1,433,004)
                                                                                                                         ----------
           Total comprehensive income                                                                                    (1,435,255)
                                                         ----------   -------- ----------         ------ ----------      ----------
           Balance at January 31, 2000                   30,206,896    288,355 (2,344,966)         6,844 (2,049,767)



                                      F-3

<PAGE>



           INVU, INC. AND SUBSIDIARIES
           (A DEVELOPMENT STAGE ENTERPRISE)

           CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY

                                                                                            Accumulated
                                                                                               other
                                                               Common stock   Accumulated  comprehensive               Comprehensive
                                                             Shares    Amount    deficit       income      Total           income
                                                                         $          $            $           $                $




           Comprehensive income:
             Foreign currency translation adjustment              -          -          -         45,553     45,553          45,553
             (unaudited)
             Net loss during the period (unaudited)               -          -   (523,517)             -   (523,517)       (523,517)
                                                                                                                         ----------
           Total comprehensive income                                                                                      (477,964)

           Balance at April 30, 2000 (unaudited)         30,206,896    288,355 (2,868,483)        52,397 (2,527,731)
                                                         ==========   ======== ==========         ====== ==========      ==========

</TABLE>


        The accompanying notes are an integral part of these statements.

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

           INVU, INC. AND SUBSIDIARIES
           (A DEVELOPMENT STAGE ENTERPRISE)

           CONSOLIDATED STATEMENTS OF CASHFLOWS

           For the periods ended
                                                                                                      Feb 18, 1997
                                                                 For the three     For the three           (date of
                                                                 months ended       month ended      inception) to
                                                               April 30, 2000    April 30, 1999     April 30, 2000
                                                                  (unaudited)       (unaudited)        (unaudited)
                                                                            $                 $                  $
<S>        <C>                                                       <C>               <C>              <C>
           Net cash flows used in operating activities
             Net loss during the period                              (523,517)         (283,387)        (2,868,483)
             Adjustments to reconcile net loss
             to net cash used in operating activities:
               Depreciation                                            19,820             7,822            103,925
               Accounts receivable                                    (34,423)          (27,313)           (58,315)
               Inventories                                            (18,307)           (1,895)           (46,505)
               Prepaid expenses                                       (16,663)            2,215            (29,407)
               Accounts payable                                       144,791            63,971            272,287
               Accrued liabilities                                     27,746           (39,026)           228,103

                                                                     --------          --------         ----------
           Net cash used in operating activities                     (400,553)         (277,613)        (2,398,395)

           Cash flows used in investing activities:
            Acquisitions of property and equipment                    (80,988)           (8,549)          (214,241)
            Disposals of property and equipment                             -                 -             19,356
                                                                     --------          --------         ----------
           Net cash used in investment activities                     (80,988)           (8,549)          (194,885)

           Cash flows provided by financing activities:
             Short-term credit facility                               (70,803)          (64,888)           343,715
             Borrowings received from notes payable                   610,293           458,506          3,374,649
             Repayment of borrowings                                  (40,465)          (10,103)        (1,364,052)
             Principal payments on capital lease                      (10,248)           (2,133)           (43,482)
             Proceeds from issuance of stock                                -                 -            288,640
                                                                     --------          --------         ----------
           Net cash provided by financing activities                  488,777           381,382          2,599,470

           Effect of exchange rate changes on cash                     (7,236)               77             (6,190)
                                                                     --------          --------         ----------
           Net increase in cash                                             -            95,297                  -

           Cash at beginning of period                                      -                 -                  -
                                                                     --------          --------         ----------
           Cash at end of period                                            -            95,297                  -
                                                                     ========          ========         ==========
           Supplemental disclosure of
           cash flow information:
           Cash paid during the period for:
             Interest                                                  31,317            13,617            120,517
             Income taxes                                                   -                 -                  -


</TABLE>

           The accompanying notes are an integral part of these statements.

                                      F-5
<PAGE>


           INVU, INC. AND SUBSIDIARIES
           (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           The interim financial  statements  presented herein are unaudited and
           have been prepared in accordance with generally  accepted  accounting
           principles   for   interim   financial   information   and  with  the
           instructions to Form 10-QSB. Accordingly,  they do not include all of
           the information and footnotes required for complete audited financial
           statements.  These statements  should be read in conjunction with the
           audited  financial  statements  and  notes  thereto  included  in the
           Company's  filing on 10-KSB for the year ended  January 31, 2000.  In
           the opinion of management,  the accompanying  unaudited  consolidated
           financial  statements of INVU,  Inc. and  Subsidiaries  (the Company)
           contain  all  adjustments   (consisting  of  only  normal   recurring
           adjustments)  necessary  to fairly  present the  Company's  financial
           position as of April 30, 2000 and the results of  operations  for the
           period of February 18, 1997 (date of inception) to April 30, 2000 and
           for the three month periods  ended April 30, 2000 and 1999,  and cash
           flows for the three month  periods  ended April 30, 2000 and 1999 and
           the period of  February  18,  1997 (date of  inception)  to April 30,
           2000. The interim financial  statements should be read in conjunction
           with the following  explanatory  notes. The results of operations for
           the periods  presented  may not be indicative of the results that may
           be expected for the full fiscal year.

           NOTE A -  COMPANY DESCRIPTION

           INVU,  Inc.  (the Company) is a holding  company  which  operates one
           subsidiary INVU Plc, which is a holding company for two  subsidiaries
           of its own, INVU Services (Services) and INVU International  Holdings
           Limited  (Holdings).  The Company was incorporated  under the laws of
           the State of Colorado,  United States of America,  in February  1997.
           INVU Plc,  Services  and Holdings are  companies  incorporated  under
           English  Law.  The Company  operates in one  industry  segment  which
           includes developing and selling software for electronic management of
           many   types   of   information   and   documents   such  as   forms,
           correspondence,  literature, faxes, technical drawings and electronic
           files.  Services  is the sales,  marketing  and  trading  company and
           Holdings holds the intellectual property rights to the INVU software.

           On August 31, 1998, Sunburst Acquisitions I Inc. (Sunburst) (a public
           development stage enterprise)  acquired all of the outstanding shares
           of INVU Plc in  exchange  for  restricted  shares of common  stock of
           Sunburst  (the  Exchange)  pursuant  to a  Share  Exchange  Agreement
           between Sunburst and the principal shareholders of INVU Plc. Sunburst
           exchanged  26,506,552  shares of common  stock for all of INVU  Plc's
           issued  and  outstanding  shares  of  common  stock.  For  accounting
           purposes,  the Exchange was treated as a recapitalization of INVU Plc
           where INVU Plc is the  accounting  acquirer.  All  periods  have been
           restated  to  give  effect  to  the  recapitalization.  The  historic
           statements from inception up to the Exchange are those of INVU Plc.

                                      F-6
<PAGE>

           INVU, INC. AND SUBSIDIARIES
           (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


           In connection  with the Exchange,  the directors and officers of INVU
           Plc became the  directors  and officers of Sunburst.  Also,  Sunburst
           changed  its name to INVU,  Inc.  At the  time of the  Exchange,  the
           Company issued  1,510,344  shares of Common Stock of the Company to a
           consultant  pursuant to a consulting  agreement for introducing  INVU
           Plc and  Sunburst.  The  shares  were  estimated  to have a value  of
           $750,000 and have been treated as a  transaction  cost in  connection
           with the Exchange.  Immediately after the Exchange, INVU Plc's former
           shareholders owned  approximately 88% of the outstanding common stock
           of Sunburst.

           NOTE B - GOING CONCERN

           The  Company's  liabilities  exceed its assets  and the  Company  has
           incurred  losses from  operations  primarily  as a result of treating
           virtually  all  development   expenses  since  inception  as  current
           operating   expenses.   The  Company  is  not  generating  cash  from
           operations. Operations to date have been funded principally by equity
           capital and  borrowings.  The  Company  plans to continue to fund its
           development  expenses through additional capital raising  activities,
           including one or more offerings of equity and/or debt through private
           placements and/or public offerings. The Company's ability to continue
           to develop its  infrastructure  depends on its ability to raise other
           additional  capital.  The  financial  statements  do not  include any
           adjustment that might result from the outcome of this uncertainty.

           The  Company  is  still  building  its  operational   infrastructure.
           Additional  capital  raised by the Company,  if any, will be used for
           this purpose and to fund its planned launch of operations  within the
           United Kingdom.

                                      F-7
<PAGE>

           INVU, INC. AND SUBSIDIARIES
           (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



           NOTE C - INVENTORIES

           Inventories consist of the following:
                                                   April 30,         January 31,
                                                    2000                2000
                                                 (unaudited)         (audited)
                                                          $                   $

           Licensed goods                           23,283             25,110
           Goods for resale                         18,973                  -
                                                    ------             ------
                                                    42,256             25,110
                                                    ======             ======

           Licensed goods represent  software licenses  purchased by the Company
           which  allow the Company to  manufacture  and  distribute  a separate
           company's proprietary software products in conjunction with and as an
           embedded component of the Company's proprietary  software.  Goods for
           resale represent the finished  consolidated product to be sold to the
           end user.  Licenses  amounting  to $82,160 were charged to profits in
           the year to January 31, 2000 as the Company  believed it was unlikely
           to utilize this  proposition of licenses  before their expiry in June
           2000.

           NOTE D - SHORT-TERM CREDIT FACILITY

           The Company has a $468,000  ((pound)300,000)  10%  short-term  credit
           facility with an English bank. The credit facility is  collateralized
           by all assets of the Company and a limited  personal  guarantee  by a
           director of the Company.  The amount  drawn  against the facility was
           $328,035    ((pound)210,279)    at   April   30,   2000,    ($413,247
           ((pound)255,091) at January 31, 2000). The amount drawn is payable on
           demand at the bank's discretion.

                                      F-8
<PAGE>


           NOTE E - LONG-TERM OBLIGATIONS
<TABLE>
<CAPTION>

           Long-term obligations at April 30, 2000 and January 31, 2000.

                                                                                           April 30,        January 31,
                                                                                                2000               2000
                                                                                         (unaudited)          (audited)
                                                                                                   $                  $
<S>        <C>                                                                            <C>                <C>
           Non-interest bearing, unsecured loans from an individual, no
           stated maturity date                                                              851,195            298,009

           4% above Libor rate (Libor rate was 6.3125% and 5.75% at
           April 30, 2000 and January 31, 2000 respectively) notes
           payable to an English bank , monthly payment aggregating to
           (pound)500, maturing in March 2002, collateralized by all
           assets of the Company and a limited personal guarantee by a director               18,730             22,107

           4% above Libor rate (Libor rate was 6.3125% and 5.75% at
           April 30, 2000 and January 31, 2000 respectively) notes
           payable to an English bank, monthly payment aggregating to
           (pound) 1,333, maturing in June 2004, collateralized by all
           assets of the Company and unlimited multilateral guarantees between
           subsidiary undertakings; a quarterly loan guarantee premium of
           1 1/2% per annum is payable on 85% of the outstanding balance                     104,000            114,480

           Convertible A Note 1999-2002, with interest at 6%;
           interest due in arrears biannually on January 1 and July 1                        600,000            600,000

           Convertible B Note 1999-2002, bearing interest of 8% per
           annum for the first six months, 9% per annum for the next six
           months and 10% per annum thereafter; interest due in arrears
           biannually on January 1 and July 1                                                400,000            400,000

           Capital leases for vehicles, interest ranging from 10.2% - 16.9%
           with maturities through 2004                                                      149,123            165,366
                                                                                          ----------         ----------
                                                                                           2,123,048          1,599,962

           Less current maturities                                                        (1,068,944)        (1,074,185)
                                                                                          ----------         ----------
                                                                                           1,054,104            525,777
                                                                                          ==========         ==========
</TABLE>

                                      F-9

<PAGE>


           INVU, INC. AND SUBSIDIARIES
           (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


           Convertible debentures

           The A and B Convertible  Notes  1999-2002 are held by individuals who
           are minority  shareholders in the Company.  They are convertible into
           common  shares at the rate of one common  share for every  US$0.65 of
           outstanding  principal  Note converted for the A Notes and one common
           share for every US$0.50 of  outstanding  principal Note converted for
           the B Notes. Conversion will take place:-

               i)   immediately prior to an Initial Public Offering

               ii)  at  the  option  of  the  investors  for  the  B  Notes  and
                    automatically  for the A  Notes,  upon  new  equity  capital
                    resulting in proceeds to the Company of at least $4,000,000

               iii) at the option of the investors  giving 30 days notice to the
                    Company.

           The Notes may be  redeemed  together  with  accrued  interest  by the
           Company  at any time  during  the 12 months to 16  August  2000.  Any
           outstanding  principal not  converted or redeemed by the  anniversary
           date  will be  redeemed  at par plus  interest  in the year 2002 upon
           receipt of 30 days written notice from the Company or the Investors.

           In  consideration   of  the  Investors   advancing  an  aggregate  of
           $1,000,000,  the  Company  caused  Montague  Limited,  the  principal
           shareholder,  to transfer, and register in the name of the Investors,
           225,000 shares of Common Stock of no par value.

           In view of the  Company's  present  status  with regard to its equity
           and/or debt  offerings,  it is probable that the  Convertible A and B
           Notes will be converted  within the next twelve months.  Accordingly,
           the Notes have been disclosed as repayable within current maturities.

           Scheduled maturities of long-term obligation are as follows:

           Period ending April 30,                                    $

           2001                                                   1,068,944
           2002                                                      61,223
           2003                                                      83,193
           2004                                                      54,333
           2005                                                       4,160
           Thereafter                                               851,195
                                                                  ---------
                                                                  2,123,048
                                                                  =========

                                      F-10

<PAGE>


           INVU, INC. AND SUBSIDIARIES
           (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

           The Company leases vehicles under non-cancellable capitalized leases.

                                                    April 30,        January 31,
                                                     2000               2000
                                                  (unaudited)        (audited)
                                                       $                  $
           Vehicles                                217,965            226,348
           Less accumulated depreciation           (43,437)           (30,958)
                                           ------------------ ------------------
                                                   174,528            195,390
                                           ================== ==================

           The  following  is a  schedule  by periods  of future  minimum  lease
           payments under the capital leases  together with the present value of
           the net minimum lease payments as at April 30, 2000.

           Period ending April 30,                                    $

           2001                                                    48,878
           2002                                                    41,522
           2003                                                    66,751
           2004                                                    31,788
           Thereafter                                                   -
                                                            ------------------
                                                                  188,939
           Less amount representing interest                      (39,816)
                                                            ------------------
           Present value of net minimum lease payments            149,123
                                                            ==================

           The scheduled net minimum lease  payments to maturity are included in
           the long-term obligation table above.

                                      F-11
<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operation

         The  following   description  of   "Management's   Plan  of  Operation"
constitutes  forward-looking  statements  for purposes of the  Securities Act of
1933, as amended (" the Securities  Act"),  and the  Securities  Exchange Act of
1934, as amended,  and as such involves known and unknown  risks,  uncertainties
and  other  factors  which  may  cause  the  actual   results,   performance  or
achievements  of INVU,  Inc.,  a Colorado  corporation  (the  "Company"),  to be
materially different from future results,  performance or achievements expressed
or implied by such forward-looking  statements. The words "expect",  "estimate",
"anticipate",  "predict",  "believe",  "plan", "seek", "objective",  and similar
expressions  are  intended to  identify  forward-looking  statements.  Important
factors that could cause the actual  results,  performance or achievement of the
Company  to  differ  materially  from the  Company's  expectations  include  the
following:  (1) one or more  of the  assumptions  or  other  cautionary  factors
discussed in connection with particular  forward-looking statements or elsewhere
in this Form 10-QSB prove not to be accurate; (2) the Company is unsuccessful in
increasing sales through its anticipated marketing efforts; (3) mistakes in cost
estimates and cost overruns; (4) the Company's inability to obtain financing for
general  operations  including  the  marketing of the  Company's  products;  (5)
non-acceptance  of one or more  products of the Company in the  marketplace  for
whatever  reason;  (6) the  Company's  inability  to supply any  product to meet
market  demand;  (7)  generally  unfavorable  economic  conditions  which  would
adversely effect purchasing  decisions by distributors,  resellers or consumers;
(8) development of a similar competing product at a similar price point; (9) the
inability to successfully integrate one or more acquisitions,  joint ventures or
new  subsidiaries  with the  Company's  operations  (including  the inability to
successfully  integrate  businesses which may be diverse as to type,  geographic
area, or customer base and the diversion of management's attention among several
acquired businesses) without substantial costs, delays, or other problems;  (10)
if the Company  experiences labor and or employment problems such as the loss of
key personnel,  inability to hire and/or retain competent  personnel,  etc.; and
(11) if the Company  experiences  unanticipated  problems  and/or force  majeure
events (including but not limited to accidents,  fires, acts of God etc.), or is
adversely affected by problems of its suppliers,  shippers, customers or others.
All written or oral forward-looking  statements  attributable to the Company are
expressly qualified in their entirety by such factors. The Company undertakes no
obligation   to  publicly   release  the  result  of  any   revisions  to  these
forward-looking  statements which may be made to reflect events or circumstances
after the date  hereof or to reflect the  occurrence  of  unanticipated  events.
Notwithstanding  the foregoing,  the Company is not entitled to rely on the safe
harbor for forward looking statements under 27A or the Securities Act 21E of the
Exchange  Act as long as the  Company's  stock is  classified  as a penny  stock
within  the  meaning  of Rule  3a51-1  of the  Exchange  Act.  A penny  stock is
generally  defined to be any equity security that has a market price (as defined
in Rule 3151-1) of less than $5.00 per share, subject to certain exceptions.

         The  following  discussion  should  be read  in  conjunction  with  the
Consolidated Financial Statements, including the notes thereto.

         The Company develops and sells software (under the brand name INVU) for
the  electronic  management of many types of  information  and documents such as
forms, correspondence,  literature,  faxes, technical drawings, electronic files
and web pages. Management believes that the INVU software is simple,  intuitive,
and cost effective, yet powerful.

         The Company's objective is to establish itself as a leading supplier of
information and document  management software and services in the world. For its
professional range of products, INVU Series 100, Series 200 ViewSafe, and Series
2000 (formerly  WEBFAST),  the Company  expects to target its marketing  efforts
initially in the United Kingdom and the United States on  departmental  users in
organizations,  distributors and resellers.  For its personal user (SOHO - small
office / home office)  market,  the Company  envisages its marketing will mainly
target software retailers for INVU WebServant and FileServant.

         Throughout the quarter ended April 30, 2000,  the Company  continued to
develop its software  products.  The Company's  first  product,  INVU SOLO,  was
released to distributors in December 1998 and sales to the SOHO market commenced
in January  1999.  Management  was satisfied  with the initial  response to this
product,  but in view of  comments  and  advice  received  from  retailers  they
decideded  to re-launch  more  suitably  packaged and targeted  products for the
personal user market. Two new products were released to retailers in March 2000.
The  first,  "WebServant,"  enables  web users to  quickly  and  easily  build a
personal  library from the internet with a  competitive  price of less than $50.
This product's key features are the simple downloading, storing and organization
of web pages,  enabling on or off line browsing and fast retrieval of previously
stored  information.  The second product,  "FileServant,"  is a re-launch of the
original INVU SOLO product with additional features including the aforementioned
web technology.  Both these products are now on sale in the major retail outlets
in the U.K. and early indications suggest increased sales results will accrue.

                                       1
<PAGE>

         The first  production  release of INVU Series 100, Series 200 (formerly
INVU  PRO),  and  ViewSafe  (collectively  known as "the  professional  range of
products") was made on October 5, 1999 to an exclusive distributor in the United
Kingdom,  and sales to end users were anticipated in October 1999. However,  the
exclusive  distributor  went into  administrative  receivership  in October 1999
before any product orders had been fulfilled.  Although no significant financial
loss has accrued to the  Company,  the closure of this  distribution  outlet has
meant a change  in sales  and  marketing  strategy  in the  United  Kingdom.  In
response,  Management  has  decided to  directly  recruit  resellers  while also
pursuing  non-exclusive  distributors  for the  products.  The  number  of early
resellers  sign-ups  has been  encouraging,  particularly  the  adoption  of the
product by  Northampton  Chamber of Commerce  for  distribution  to their member
companies and to other Chambers of Commerce throughout the U.K.

         As a consequence of initial  marketing  activities  associated with the
launch of the Company's  professional range of products, end user inquiries have
been  received.  These  inquiries are now being pursued by our expanding team of
sales  personnel  and end user  sales  have been  recorded  during  the  current
quarter.  The  Company  now has a number  of high  profile  customers  including
Barclays Life (a pensions  subsidiary of a UK bank),  Sussex Police (a large law
enforcement  agency  in the south of U.K.),  Williams  PLC (a major  engineering
group) and Siemens  Traffic  Controls  Systems (a subsidiary of Siemens  Group).
Management  believes  that its direct sales team and newly  recruited  resellers
will generate sales during the second half of year 2000.

         INVU Series 2000 (formerly INVU WEBFAST) continues to be developed, and
Management  now  estimates  that this  product will be released in late 2000 and
predominantly aimed at large corporate users.

          INVU software  engineers have also successfully  developed a prototype
information  management  internet  service.  This  service  will allow  advanced
internet  information   management  within  fully  encrypted  secure  databases.
Individuals  and  corporations  will be able to store their documents on an INVU
web site and access and update them via password  controls  from anywhere in the
world.  Development work continues on this project, and Management anticipates a
release date later in 2000 or early in 2001.

         Throughout  the current  quarter,  Management  has continued to develop
relationships  with  potential  investors.  This has resulted in  agreements  to
provide  additional  funding as  described  in  "financing  managements  plan of
operations".

         Results of Operations

         The  following is a  discussion  of the results of  operations  for the
three months ended April 30,  2000,  compared  with the three months ended April
30, 1999, and changes in financial condition during the three month period ended
April 30, 2000.

         The Company  (formerly  Sunburst  Acquisitions  I, Inc.) engaged  in no
significant  operations  prior to the Share Exchange  Agreement with INVU PLC on
August 31, 1998.

         Net sales for the three months ended April 30, 2000 were $12,943  which
compares to $18,916  sales for the three  months  ended April 30,  1999.  Actual
shipments of FileServant and WebServant to retailers amounted to $48,904 but did
not appear in store until mid April 2000 and sales are only recognised upon sale
to consumers.  The Company's strategy to sell its professional range of products
via VARs (value added  resellers)  will  require  time to sign up the  requisite
number of dealers.  However,  the Company  has  already  registered  a number of
accredited  resellers  throughout the UK and Ireland,  and sales leads have been
generated  from a variety of  companies.  Management  is also  encouraged by the
interest shown in its products from large multi-national companies, for whom the
Company has given product  demonstrations and received  inquiries.  The net loss
for the three months ended April 30, 2000 was  $523,517,  which  exceeds the net
loss for the  corresponding  period  in 1999 of  $283,387  due to  increases  in
selling and  distribution  costs of $119,833,  administrative  costs of $77,481,
research and development costs of $17,007, and production costs of $2,136 .

         Selling and distribution  expenditures  reflect the Company's continued
investment  in personnel  and sales and marketing  activities,  including  trade
shows,  product  launch  and  advertising  costs.  As  the  Company  moves  from
development stage to an operational stage, the administrative infrastructure has
been expanded to cope with the  additional  demands  placed on the  business.  A
number of additional support staff have been employed and the Company moved into
larger premises in March 2000.  Accompanying this move was an increase in rental
costs. Further technical support resources have been acquired to ensure adequate
testing of new products, reseller support, and further product development work.

                                       2
<PAGE>

         In the three month period ended April 30,  2000,  the Company  incurred
net interest  expense of $31,317  compared with net interest  expense of $13,617
for the three month period ended April 30, 1999. On August 23, 1999, the Company
raised $1,000,000 in a private placement of Convertible Notes that bear interest
at rates between 6% and 10%, as described below.  These loans and notes together
with  increased bank  facilities  and loans have  therefore  resulted in greater
interest payments.

         The tax rates for the periods in question are zero due to a net loss in
each period.

         The total  current  assets of the  Company  were  $127,657 at April 30,
2000,  an increase of $66,241  compared to $61,416 at January 31, 2000.  Working
capital was negative  $1,752,382  as of April 30, 2000,  compared  with negative
$1,750,749  as of January  31,  2000.  These  changes  are due to  increases  in
accounts  receivable,   inventories  and  prepaid  expenses,  and  corresponding
additions to accounts payable and accrued liabilities,  with a decrease in short
term credit facilities and current maturities of long term liabilities.

         Total  assets  of the  Company  were  $406,412  at April 30,  2000,  an
increase  of  $118,237  compared  to  $288,175  at  January  31,  2000.  This is
attributable  to  increases  in fixed  assets of $51,996 and  current  assets of
$66,241.

         The total current  liabilities of the Company increased by $67,874 from
$1,812,165 at January 31, 2000 to  $1,880,039  at April 30, 2000.  The change in
current  liabilities  is due to an  increase  in  accounts  payable  and accrued
liabilities of $158,327 and a fall in short-term  credit  facilities and current
maturities of long-term obligations of $90,453. This, together with the increase
in long-term  obligations less current  maturities,  reflects the replacement of
short-term facilities with long term funding. Long-term obligations less current
maturities were $1,054,104 at April 30, 2000 compared to $525,777 at January 31,
2000,  mainly  due to  additional  non-interest  unsecured  loan  from a private
investor of $571,500.

         Total stockholders' equity decreased by $477,964 during the three month
period ended April 30, 2000 from a deficit of  $2,049,767 at January 31, 2000 to
a deficit of  $2,527,731  at April 30, 2000.  The Company  continues to evaluate
various financing  options,  including issuing debt and equity to finance future
development  and marketing of products  during the  transitional  period between
development and operational stages.

                  Financing Management's Plan of Operation

         As of February 2, 1999, the Company had agreed to borrow $656,000 at an
annual interest rate of 8% by way of a secured  short-term  loan. In August 1999
the Company  raised  $1,000,000 by way of a private  placement,  the proceeds of
which were used,  among other things,  to pay off the short-term  loan described
above.  This private  placement is described in the  Company's  Annual Report on
Form 10-KSB for the year ended  January 31, 2000 under "Item 1.  Description  of
Business  -  The  First   Financing   Transaction   and  The  Second   Financing
Transaction."  In addition,  the Company has a $468,000,  10% short-term  credit
facility with an English bank. The amount drawn against the facility as of April
30, 2000 was $328,035.  This facility was due on May 31, 2000, however, the bank
has thus far allowed the Company to continue with the  facility.  In March 2000,
the  Company  received  a  non-interest  unsecured  loan  of  $571,500  from  an
individual with no stated maturity date.

         In March 2000,  the Company  announced  the  appointment  of Merrion as
corporate  finance  advisors to the Company.  Merrion will advise and assist the
Company in  implementing  its corporate  strategy and has agreed to use its best
efforts to raise $10,000,000 in a private  placement.  This placement is subject
to certain  conditions.  Subject to compliance with applicable  securities laws,
this placement is  contemplated  to commence in the third quarter of this fiscal
year.


         As of May 1, 2000,  the Company  entered into a  Convertible  Debenture
Purchase  Agreement,  as  amended  as of May 22,  2000  (the  "GEM  Agreement"),
pursuant  to which the  Company  will raise  $5,000,000  by issuing  convertible
debentures  in the  principal  amount of  $5,000,000  and  warrants  to purchase
company  common  stock.  The  Company  must first  satisfy  certain  conditions,
including the  effectiveness  of a  registration  statement  (the  "Registration
Statement")  registering the resale of the shares of the Company's  common stock
underlying the convertible  debentures and warrants.  The Registration Statement
will be prepared at the Company's expense. See "Part II - Item 2."

                                       3
<PAGE>


         As a result of  entering  into the GEM  Agreement,  Anglo Irish Bank of
Dublin,  Ireland has  indicated  to the Company that it may provide a short-term
"bridge facility" in the sum of $790,000. Management believes that this facility
should be available by June 30, 2000 subject to  satisfactory  review of the GEM
Agreement by Anglo  Irish.  Management  has enetered  into a letter of intent to
purchase the business known as "EasiFile" from PeopleDoc  Limited.  The proposed
purchase  covers the sales and  marketing  rights to the EasiFile  product,  the
EasiFile  trade and domain  names,  and the  Company  assuming  support  for the
EasiFile  resellers and customers  base.  The  transaction is subject to several
conditions including the negotiation and execution of the definitive  agreements
relating to this transaction.  In this regard, Management intends to use part of
the  proceeds  contemplated  to be received  from the Anglo Irish Bank of Dublin
bridge  facility to fund the  transaction,  however,  as  described  above,  the
receipt of this  facility  is itself  subject to certain  conditions,  including
conditions related to the GEM Agreement.

        Management  estimates that the proceeds from the above transactions,  if
consummated, would fulfill the Company's capital requirements for a period of up
to thirty six (36) months.  There can,  however,  be no assurance that the above
transaction will be consummated or that additional debt or equity financing will
be available, if and when needed, or that, if available, such financing could be
completed  on  commercially   favorable  terms.  Failure  to  obtain  additional
financing,  if and when  needed,  could  have a material  adverse  affect on the
Company's business, results of operations and financial condition.  Please refer
to Note C of the  Consolidated  Financial  Statements in  conjunction  with this
paragraph regarding the Company's ability to continue as a going concern.

                                       4
<PAGE>

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         In 1998, the Company filed an application for trademark registration of
its "INVU"  mark in the United  Kingdom.  This  application  was  opposed by two
companies,  France  Cables  et  Radio  ("France  Cables")  and  Sension  Limited
("Sension").  Both France Cables and Sension  challenge  the Company's  right to
protect the "INVU" mark and ask for a denial of registration.

         The  opposition  case with France Cables began on September 3, 1998 and
has been  assigned case number 48955.  France Cables  specifically  asserts that
there is a likelihood of confusion with its own trade name. The Company contends
that the marks are so  dissimilar  in sound,  connotation  and  meaning  that no
reasonable  person would  likely be confused by their use on software  products.
The case will be heard at the United  Kingdom  Trademark  Registry,  however,  a
specific date for the hearing has not yet been set.

         The  opposition  case with  Sension  began on September 1, 1998 and has
been assigned case number 48943.  As of April 14, 2000,  Sension Limited had yet
to file with the United Kingdom  Trademark  Registry (the "Trademark  Registry")
evidence  regarding  their  opposition  of the  "INVU"  mark or to apply  for an
extension of time to do so. In response, the Registrar of the Trademark Registry
issued a letter to their legal  representatives  stating that the case was ready
for a decision  based upon the Company's  evidence and  statutory  declarations.
Sension alleges that they have an earlier  trademark right. The Company contends
that it has an earlier date of first use than Sension.

         The Company believes that it will prevail on both matters.

Item 2.  Changes in Securities.

     As of May 1, 2000 the Company entered into a Convertible Debenture Purchase
Agreement,  as amended as of May 22,  2000 (the "GEM  Agreement"),  with  United
Kingdom-based  firm Global  Emerging  Markets Inc. and related  parties  ("GEM")
pursuant to which the Company,  upon the  satisfaction of certain  conditions by
the Company set forth in the GEM Agreement,  will issue  convertible  debentures
(the  "Debentures")  in the  principal  amount of $5 million and  warrants  (the
"Warrants") to purchase shares of Company common stock.

     Upon  execution of the GEM  Agreement,  GEM  advanced the Company  $100,000
pursuant to a demand note (the "Note").  The Note bears  interest at the rate of
3% per annum,  which will  increase to 15% if payment on demand is not made.  In
addition,  if  payment is not made upon  demand,  the Note is  convertible  into
shares of INVU common stock at  substantially  the same price as the Debentures,
as described below.

         Debentures  in the  principal  amount of $2.5 million will be issued to
GEM upon  satisfaction  by the  Company of certain  conditions,  including,  (1)
effectiveness of a registration  statement filed by the Company under the United
States  Securities  Act of 1933  registering  the  resale  of the  shares of the
Company's  common stock  underlying the  Debentures and the Warrants  within 190
days of the date of the GEM Agreement, and (2) the Company's common stock having
an average closing bid price in excess of $1.00 for 30 trading days  immediately
prior to the closing date. A second tranche of Debentures with principal  amount
of $2.5 million will be issued to GEM 120 days later. The Company is required to
complete  the  registration  within a  190-day  period  as set  forth in the GEM
Agreement.

         The Debentures will have a term of three years and bear interest at the
rate of 3% per annum,  payable in cash or securities at the time of  conversion.
The Debentures may be converted at any time into shares of the Company's  common
stock and will  automatically be converted upon maturity at a price equal to the
lesser  of (x) the lower of $1.875 or 125% of the  average  of the  closing  bid
prices for the  Company's  common stock for the five  trading  days  immediately
prior to the closing of the transaction,  or (y) 75% of the average of the three
lowest  closing bid prices for the Company's  common stock during the thirty day
period prior to conversion.

         The Warrants  will also have a term of three years and will entitle the
holders thereof to purchase that number of shares of the Company's  common stock
equal to 20% of such principal  amount of the Debentures  divided by the average
of the closing bid prices for the  Company's  common  stock for the five trading
days  immediately  prior to the closing date. The exercise price of the Warrants
will be the lower of $3.00 or 125% of the  average of the closing bid prices for
the Company's  common stock for the five trading days  immediately  prior to the
closing  date.  In  the  event  the  GEM  Agreement  is  terminated  in  certain

                                       5
<PAGE>

circumstances,  GEM will be paid  $100,000  and retain  termination  warrants to
purchase  500,000  shares of the Company's  common stock at an exercise price of
$0.01 per share.

         The  Company  will be  unable  to sell  any  securities  that  would be
integrated  with the  offer and sale of the  Debentures,  the  Warrants  and the
shares  the  underlying  the  Debentures  and  the  Warrants  and  thus  require
registration  under the Securities  Act of 1933, as amended,  of the sale of the
Debentures  and the  Warrants.  If an  event of  default  occurs  under  the GEM
Agreement  after the  initial  closing  of the  transaction  and it is not cured
within the time specified under the GEM Agreement, the Company will be obligated
to pay GEM liquidated damages in an amount equal to double the purchase price of
the debentures and the warrants.

         Subject to the above  conditions,  the  Debentures and Warrants will be
sold pursuant to an exemption  provided by Section 4(2) of the Securities Act of
1933. The Company believes that it is able to utilize such an exemption  because
the  transaction is not a public  offering.  The Debentures and Warrants will be
purchased by and issued to GEM alone, which has represented that it is acquiring
the  Debentures  and  Warrants  for  investment   purposes  without  a  view  to
distributing  or reselling the Debentures and Warrants except in compliance with
applicable federal and state securities laws.

Item 3.  Default Upon Senior Securities.

     None

Item 4.  Submission of Matters to a Vote of Security Holders.

     None

Item 5.  Other Information.

     Mr.  David  Andrews was elected as a  Non-Executive  Director in  February,
2000.  Mr.  Andrews has served as a politician in the Irish  Parliament for over
thirty-five  years.  He was appointed as a Minister in 1977 and has held several
ministerial positions,  including Justice,  Marine, Defense and Foreign Affairs.
In  particular,  Mr.  Andrews was appointed  the Minister of Foreign  Affairs of
Ireland in 1992 and  reappointed in 1997. In addition,  he has served since 1999
as the chairman in Office of the Council of Europe.

Item 6.  Exhibits and Reports on Form 8-K.

     None

                                    EXHIBITS

The following  exhibits are furnished in accordance  with Item 601 of Regulation
S-B.

10.1     Convertible  Debenture Purchase Agreement,  dated as of May 1, 2000, by
         and among the Company and the  Purchasers  listed on Schedule 1 thereof
         (incorporated  by reference to Exhibit  10.17 of the  Company's  Annual
         Report on Form 10-KSB for the fiscal year ended January 31, 2000).

10.2     Form of 3 Percent Convertible  Debenture by and between the Company and
         the  Purchasers  listed  on  Schedule  1 of the  Convertible  Debenture
         Purchase  Agreement  (incorporated by reference to Exhibit 10.18 of the
         Company's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
         January 31, 2000).

                                       6
<PAGE>

10.3     Form of Warrant by and between the Company and the Purchasers listed on
         Schedule   1  of   the   Convertible   Debenture   Purchase   Agreement
         (incorporated  by reference to Exhibit  10.19 of the  Company's  Annual
         Report on Form 10-KSB for the fiscal year ended January 31, 2000).

10.4     Registration  Rights  Agreement,  dated as of May 1, 2000, by and among
         the Company, GEM Global Yield Fund Limited and Turbo International Ltd.
         (incorporated  by reference to Exhibit  10.20 of the  Company's  Annual
         Report on Form 10-KSB for the fiscal year ended January 31, 2000).

10.5     Debenture and Warrant Shares Escrow Agreement, dated as of May 1, 2000,
         by and among the Company, Kaplan Gottbetter & Levenson, LLP, GEM Global
         Yield  Fund  Ltd.   and  Turbo  International   Ltd.  (incorporated  by
         reference  to  Exhibit  10.21  of  the  Company's Annual Report on Form
         10-KSB for the fiscal year ended January 31, 2000).

10.6     Warrant Purchase Agreement, dated as of May 1, 2000, by and between the
         Company and Turbo  International,  Ltd.  (incorporated  by reference to
         Exhibit  10.22 of the  Company's  Annual  Report on Form 10-KSB for the
         fiscal year ended January 31, 2000).

10.7     Schedules to the Convertible Debenture Purchase Agreement,  dated as of
         May  1,  2000  (incorporated  by  reference  to  Exhibit  10.23  of the
         Company's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
         January 31, 2000).

10.8     Demand  Promissory  Note, dated May 1, 2000, by and between the Company
         and GEM Advisors,  Inc.  (incorporated by reference to Exhibit 10.25 of
         the  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
         January 31, 2000).

10.9*    Amendment Number One  to the Convertible  Debenture Purchase Agreement,
         dated May 22, 2000,  by and among  the Company, GEM  Global Yield Fund,
         Ltd. and  Turbo International, Ltd. (Exhibit 10.9).

27*      Financial Data Schedule (Exhibit 27).

*Filed herewith

                                       7
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the Registrant  has duly caused this Quarterly  Report to be signed on
its behalf by the undersigned thereunto duly authorized.

                             INVU, INC.
                             (Issuer)



Date:    June 19, 2000  By:  /s/ David Morgan
                             ---------------------------------------------------
                             David Morgan, President and Chief Executive Officer
                             (Principal Executive Officer)


Date:    June 19, 2000  By:  /s/ John Agostini
                             ---------------------------------------------------
                             John Agostini, Vice President-Chief Financial
                             Officer and Secretary (Principal Financial Officer)


                                      S-1
<PAGE>

                                INDEX TO EXHIBITS

(a)  Exhibits

Exhibit
Number                             Description of Exhibit
-------                            ----------------------

10.1     Convertible  Debenture Purchase Agreement,  dated as of May 1, 2000, by
         and among the Company and the  Purchasers  listed on Schedule 1 thereof
         (incorporated  by reference to Exhibit  10.17 of the  Company's  Annual
         Report on Form 10-KSB for the fiscal year ended January 31, 2000).

10.2     Form of 3 Percent Convertible  Debenture by and between the Company and
         the  Purchasers  listed  on  Schedule  1 of the  Convertible  Debenture
         Purchase  Agreement  (incorporated by reference to Exhibit 10.18 of the
         Company's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
         January 31, 2000).

10.3     Form of Warrant by and between the Company and the Purchasers listed on
         Schedule   1  of   the   Convertible   Debenture   Purchase   Agreement
         (incorporated  by reference to Exhibit  10.19 of the  Company's  Annual
         Report on Form 10-KSB for the fiscal year ended January 31, 2000).

10.4     Registration  Rights  Agreement,  dated as of May 1, 2000, by and among
         the Company, GEM Global Yield Fund Limited and Turbo International Ltd.
         (incorporated  by reference to Exhibit  10.20 of the  Company's  Annual
         Report on Form 10-KSB for the fiscal year ended January 31, 2000).

10.5     Debenture and Warrant Shares Escrow Agreement, dated as of May 1, 2000,
         by and among the Company, Kaplan Gottbetter & Levenson, LLP, GEM Global
         Yield Fund Ltd. and Turbo International Ltd. (incorporated by reference
         to Exhibit 10.21 of the Company's Annual Report on Form 10-KSB  for the
         fiscal year ended January 31, 2000).

10.6     Warrant Purchase Agreement, dated as of May 1, 2000, by and between the
         Company and Turbo  International,  Ltd.  (incorporated  by reference to
         Exhibit  10.22 of the  Company's  Annual  Report on Form 10-KSB for the
         fiscal year ended January 31, 2000).

10.7     Schedules to the Convertible Debenture Purchase Agreement,  dated as of
         May  1,  2000  (incorporated  by  reference  to  Exhibit  10.23  of the
         Company's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
         January 31, 2000).

10.8     Demand  Promissory  Note, dated May 1, 2000, by and between the Company
         and GEM Advisors,  Inc.  (incorporated by reference to Exhibit 10.25 of
         the  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
         January 31, 2000).

10.9*    Amendment Number One  to the Convertible  Debenture Purchase Agreement,
         dated May 22, 2000,  by and among  the Company, GEM  Global Yield Fund,
         Ltd. and  Turbo International, Ltd. (Exhibit 10.9).

27*      Financial Data Schedule (Exhibit 27).

*Filed herewith

                                      E-1