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, 2002
[ ]  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 June 6, 2002 there were  30,386,539  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>

                                                        INVU, INC.

                                                      April 30, 2002

                                                           INDEX
<TABLE>
<CAPTION>

                                                                                                                  Page No.

<S>      <C>                                                                                                           <C>

PART I.  FINANCIAL INFORMATION.........................................................................................F-1

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

                  Consolidated Balance Sheets as of April 30, 2002.....................................................F-2

                  Consolidated Statements of Operations................................................................F-3

                  Consolidated Statements of Deficit in Stockholders' Equity...........................................F-4

                  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...............................................................................................7

         Item 1.  Legal Proceedings......................................................................................7
         Item 2.  Changes in Securities..................................................................................7
         Item 3.  Default Upon Senior Securities.........................................................................7
         Item 4.  Submission of Matters to a Vote of Security Holders....................................................7
         Item 5.  Other Information......................................................................................7
         Item 6.  Exhibits and Reports on Form 8-K.......................................................................7

SIGNATURES.............................................................................................................S-1
EXHIBIT INDEX..........................................................................................................E-1


</TABLE>


                                       i
<PAGE>


CONSOLIDATED FINANCIAL STATEMENTS

INVU, INC. AND SUBSIDIARIES

APRIL 30, 2002









                                      F-1
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


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

                                                                                     April 30,    January 31,
                                                                                          2002           2002
                                                                                   (unaudited)
                                                                                             $              $

<S>                                                                                  <C>            <C>

ASSETS

Current assets
Accounts receivable:
  Trade, net                                                                           762,946        936,442
  VAT recoverable and other                                                             20,981         19,582
Inventories                                                                            134,077         78,782
Prepaid expenses                                                                        98,339         85,796
                                                                                    -----------    -----------
Total current assets                                                                 1,016,343      1,120,602
                                                                                    -----------    -----------
Equipment, furniture and fixtures
Computer equipment                                                                     225,641        148,579
Vehicles                                                                               296,680        287,722
Office furniture and fixtures                                                          105,517        100,897
                                                                                    -----------    -----------
                                                                                       627,838        537,198

Less accumulated depreciation                                                          284,348        244,266
                                                                                    -----------    -----------
                                                                                       343,490        292,932
                                                                                    -----------    -----------
Intangible assets                                                                      109,298        117,775
                                                                                    -----------    -----------
                                                                                     1,469,131      1,531,309
                                                                                    ===========    ===========

LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY

Current liabilities
Short-term credit facility                                                             262,745        276,203
Current maturities of long-term obligations                                          3,169,989      2,945,681
Accounts payable                                                                       639,685        506,161
Accrued liabilities                                                                    610,203        610,290
Deferred revenue                                                                       170,049        216,848
                                                                                    -----------    -----------
Total current liabilities                                                            4,852,671      4,555,183
                                                                                    -----------    -----------
Long-term obligations, less current maturities                                       2,186,839      2,093,740

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 and outstanding - 30,386,539                 1,746,223      1,746,223
Accumulated deficit                                                                 (7,464,242)    (7,086,082)
Accumulated other comprehensive income                                                 147,640        222,245
                                                                                    -----------    -----------
                                                                                    (5,570,379)    (5,117,614)
                                                                                    -----------    -----------
                                                                                     1,469,131      1,531,309
                                                                                    ===========    ===========

</TABLE>

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

                                      F-2
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


-------------------------------------------------------------------------------------------------------------
                                                                                   For the three months ended
                                                                                  April 30,         April 30,
                                                                                       2002              2001
                                                                                (unaudited)       (unaudited)
                                                                                          $                 $

<S>                                                                              <C>               <C>
Revenues                                                                            412,351           302,016

Expenses:
Production cost                                                                      56,490            25,702
Selling and distribution cost                                                       201,909           193,046
Research and development cost                                                       177,191           113,459
Administrative costs                                                                248,820           201,963
                                                                                ------------      ------------
Total operating expenses                                                            684,410           534,170
                                                                                ------------      ------------
Operating loss                                                                     (272,059)         (232,154)

Other income (expense)
Interest, net                                                                      (106,101)          (50,709)
                                                                                ------------      ------------
Total other expense                                                                (106,101)          (50,709)
                                                                                ------------      ------------
Loss before income taxes                                                           (378,160)         (282,863)

Income taxes                                                                              -                 -
                                                                                ------------      ------------
Net loss                                                                           (378,160)         (282,863)
                                                                                ============      ============
Weighted average shares outstanding:

Basic and Diluted                                                                30,386,539        30,386,539
                                                                                ============      ============
Net loss per common share

Basic and Diluted                                                                     (0.01)            (0.01)
                                                                                =============     ============


</TABLE>











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


                                      F-3
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                     Accumulated
                                                                                           other
                                               Common stock          Accumulated   comprehensive                      Comprehensive
                                           Shares         Amount         deficit          income          Total                loss
                                                               $               $               $              $                   $
<S>                                       <C>             <C>            <C>                <C>         <C>                <C>

Balance at January 31, 2002               30,386,539      1,746,223      (7,086,082)        222,245     (5,117,614)

Comprehensive income (unaudited):
  Foreign currency translation
   adjustment (unaudited)                         -              -               -          (74,605)       (74,605)         (74,605)
  Net loss for the period (unaudited)             -              -         (378,160)              -       (378,160)        (378,160)
                                                                                                                       -------------
Total comprehensive income (unaudited)                                                                                     (452,765)
                                                                                                                       =============
                                         ------------    ------------  -------------   -------------    ------------
Balance at April 30, 2002 (unaudited)     30,386,539      1,746,223      (7,464,242)        147,640     (5,570,379)
                                         ============    ============  =============   ==============   ============



</TABLE>






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





                                      F-4
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


-----------------------------------------------------------------------------------------------------------------
                                                                                  For the three months ended
                                                                                  April 30, 2002    April 30, 2001
                                                                                     (unaudited)       (unaudited)
                                                                                  $                 $
<S>                                                                                <C>              <C>

Net cash flows used in operating activities
  Net loss during the period                                                       (378,160)         (282,863)
  Adjustments to reconcile net loss to net cash used
  in operating activities:
    Depreciation and amortization                                                    43,701            27,143
    Loss on disposal of assets                                                            -             1,044
Changes in:
    Accounts receivable                                                             197,707          (174,687)
    Inventories                                                                     (51,755)             (953)
    Prepaid expenses                                                                 (9,667)          (20,614)
    Accounts payable                                                                115,342          (180,969)
    Accrued liabilities                                                             (71,142)           22,576
                                                                                   ---------        ----------
Net cash used in operating activities                                              (153,974)         (609,323)
                                                                                   ---------        ----------
Cash flows used in investing activities:
  Acquisitions of property and equipment                                            (72,393)           (6,942)
                                                                                   ---------        ----------
Net cash used in investing activities                                               (72,393)           (6,942)
                                                                                   ---------        ----------
Cash flows provided by financing activities:
  Short-term credit facility                                                        (21,602)         (353,791)
  Borrowings received from notes payable                                            275,000         1,000,000
  Repayment of borrowings                                                            (4,759)           (9,068)
  Principal payments on capital lease                                               (10,900)          (10,567)
                                                                                   ---------        ----------
Net cash provided by financing activities                                           237,739           626,574
                                                                                   ---------        ----------
Effect of exchange rate changes on cash                                             (11,372)          (10,309)
                                                                                   ---------        ----------
Net decrease in cash                                                                      -                 -
Cash at beginning of period                                                               -                 -
                                                                                   ---------        ----------
Cash at end of period                                                                     -                 -
                                                                                   =========        ==========

Supplemental  disclosure of cash flow  information:
Cash paid during the period for:
  Interest                                                                           35,000            38,000

</TABLE>




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


                                      F-5
<PAGE>


INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

The accompanying financial statements have been prepared without audit pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations. These statements include all adjustments, consisting only of
normal recurring accruals, considered necessary for a fair presentation of
financial position and results of operations. The financial statements included
herein should be read in conjunction with the financial statements and notes
thereto included in the latest annual report on Form 10-KSB. The results of
operations for the three month period ended April 30, 2002 are not necessarily
indicative of the results to be expected for the full 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.

                             NOTE B - GOING CONCERN

The financial statements have been prepared on a going concern basis which
assumes that the Company can meet its financial obligations as they fall due in
the ordinary course of business. The Company's liabilities exceeded its assets
by $5,570,379 at April 30, 2002 and the Company had negative cash flows from
operations of $153,974 for the three months to April 30, 2002. The Company is
starting to generate revenues from operations and has obtained additional
financing during the three months ended April 30, 2002 of $275,000. Operations
to date have been funded principally by equity capital and borrowings. However,
the Company needs to raise sufficient financing to meet current obligations and
to fund operations until the operations become profitable. The Company is in the
process of negotiating the necessary additional financing to fund its
operations. The Company's ability to continue to develop its operations depends
on its ability to raise further financing. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

                       NOTE C - SHORT-TERM CREDIT FACILITY

The Company has a $291,460 ((pound)200,000) (January 31, 2002 $282,660
((pound)200,000)), 6% short-term credit facility with an English bank. The
credit facility is collateralized by all assets of the Company and a corporate
guarantee given by Vertical Investments Limited, a company in which a
non-executive director of this Company has an interest. The amount drawn against
the facility at April 30, 2002 was $262,745 ((pound)180,296), (January 31, 2002
$276,203 ((pound)195,431)). The amount drawn is payable on demand at the bank's
discretion. The credit facility is due for review on September 30, 2002.



                                      F-6
<PAGE>


                         NOTE D - LONG-TERM OBLIGATIONS

Long-term  obligations  at April 30, 2002 and January 31,  2002,  consist of the
following:
<TABLE>
<CAPTION>

                                                                                     April 30,    January 31,
                                                                                          2002           2002
                                                                                   (unaudited)
                                                                                             $              $
<S>                                                                                  <C>             <C>

Unsecured loan from an individual, no stated maturity date; bearing interest
of $4,304 per month ((pound)3,000)                                                     760,913        735,818

4% above  Libor rate  (Libor rate was 4.13% and 4% at April 30, 2002 and January
31,  2002  respectively)  notes  payable to an  English  bank,  monthly  payment
aggregating to (pound)500,  matured in March 2002,  collateralised by all assets
of the Company and a corporate guarantee given by Vertical Investments
Limited                                                                                      -            940

4% above  Libor rate  (Libor rate was 4.13% and 4% at April 30, 2002 and January
31,  2002  respectively)  notes  payable to an English  bank,  monthly  payments
aggregating to (pound)1,333, maturing in June 2004, collateralised by all assets
of  the  Company,   unlimited   multilateral   guarantees   between   subsidiary
undertakings and a corporate guarantee given by Vertical  Investments Limited; a
quarterly loan guarantee premium of 1.5% per annum is payable on 85%
of the outstanding balance                                                              54,406         56,530

2% above the bank's base rate notes payable to an English bank, monthly payments
aggregating to (pound)50,000,  starting in November 2002 and maturing in October
2003,  collateralised  by all  assets  of the  Company,  unlimited  multilateral
guarantees between subsidiary undertakings and a corporate
guarantee given by Vertical Investments Limited                                        874,376        847,980

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

Convertible loans 2001-2003 (i) with interest rate per annum of 1.5% above
UK bank base rates                                                                     159,000        159,000

Loan notes 2001-2005 (ii) with interest rate per annum of 7%                         1,000,000      1,000,000

Loan notes 2001-2005 (iii) with interest rate per annum of 12%                         500,000        500,000

Convertible loan 2001-2003 (iv) with interest rate per annum of 1.5% above             300,000        300,000
UK bank base rate

Convertible loan 2001-2005 (v) with interest rate per annum of 12%                     550,000        275,000

Capital leases for vehicles, interest ranging from 10.2% - 16.9% with
maturities through 2004                                                                158,133        164,153
                                                                                  ------------    -----------
                                                                                     5,356,828      5,039,421
Less current maturities                                                              3,169,989      2,945,681
                                                                                  ------------    -----------
                                                                                     2,186,839      2,093,740
                                                                                  ============    ===========
</TABLE>

                                      F-7
<PAGE>


Scheduled maturities of long-term obligation are as follows:

Year ending April 30,                                                 $

2003                                                          3,169,989
2004                                                            843,154
2005                                                              7,772
2006                                                            575,000
2007                                                            760,913
                                                         --------------
                                                              5,356,828
                                                         ==============

1)       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 a 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 investor giving 30 days notice to the Company.

Interest amounting to $195,447 has been accrued to April 30, 2002 (January 31,
2002 $172,383) in respect of the A and B Convertible Notes 1999-2002.

Any outstanding principal not converted or redeemed by the anniversary date,
which was August 16, 2001, will be redeemed at par plus interest in August 2002
upon receipt of 30 days written notice from the Company or the Investors. At
April 30, 2002 the outstanding principal could have been converted into
1,723,077 common shares.

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.

The convertible debentures are secured by a second charge over the Company's
assets.


                                      F-8
<PAGE>


2)   Loan notes and convertible loan notes

     All of the investors for the loan notes and convertible loan notes detailed
     below are a related party of a minority shareholder and non-executive
     director of the Company. Each description below corresponds to the same
     romanette listed on the first table of Note D.

i)   The convertible loan notes are repayable at any time within 2 years from
     the date of issue. They are convertible into common stock at the rate of
     one share for every US $0.25 of outstanding principal at any time within
     the 2 years from the date of issue after 45 days notice has been given to
     the Company.

ii)  The loan notes are repayable on August 26, 2005. At any time from May 1,
     2002 until August 26, 2005, the investor may demand repayment of the entire
     loan or any part thereof at any time after three days notice to the
     Company. If the Company does not timely repay such amounts after receiving
     notice, the investor may convert the repayment amount into shares of the
     Company's common stock at a conversion price of $0.2175 per share or
     convert the repayment amount into shares of the Company's subsidiaries at
     the equivalent per share conversion price. The loan is secured by a second
     charge over the Company's assets.

iii) The loan notes are repayable by June 17, 2005. At any time from May 1, 2002
     until June 17, 2005, the investor may demand repayment of $475,000 or any
     part thereof at any time after three days notice to the Company. If the
     Company does not timely repay such amounts after receiving notice, the
     investor may convert the repayment amount into shares of the Company's
     common stock at a conversion price of $0.13 per share or convert the
     repayment amount into shares of the Company's subsidiaries at the
     equivalent per share conversion price. The remaining $25,000 is repayable
     on June 17, 2005. The loan is secured by a second charge over the Company's
     assets.

iv)  $250,000 of the convertible loan notes are repayable by May 25, 2003 and
     the remaining $50,000 are repayable by July 2, 2003. At any time from May
     1, 2002 until July 2, 2003, the investor may convert any amount of the
     principal, at any time after three days notice to the Company, into shares
     of the Company's common stock at a conversion price of $0.25 per share or
     convert any amount of the principal into shares of the Company's
     subsidiaries at the equivalent per share conversion price. The loan is
     secured by a second charge over the Company's assets.

v)   The convertible loan notes are repayable by May 1, 2005. At any time from
     May 1, 2002 until May 1, 2005, the investor may convert any amount of the
     principal at any time, after three days notice to the Company, into shares
     of the Company's common stock at a conversion price of $0.13 per share or
     convert any amount of the principal into shares of the Company's
     subsidiaries at the equivalent per share conversion price. The loan is
     secured by a second charge over the Company's assets.

The investor in the loan notes and convertible loan notes referred to in ii) -
v) above was granted two options in the common stock of the Company. The first
option is for 2,700,000 shares of the Company's common stock that may be
exercised at any time from March 1, 2002 until March 1, 2006 after three days
notice for any amount of shares up to 2,700,000 at an exercise price of $0.25
per share.

                                      F-9
<PAGE>


The second option is for 450,000  shares of the Company's  common stock that may
be exercised at any time from March 1, 2002 until March 1, 2006 after three days
notice for any amount of shares up to 450,000 at an exercise price of $0.875 per
share.

On the date of issue of all of the convertible  loan notes,  the conversion rate
was in  excess  of the  market  price of the  common  stock  and  therefore,  no
beneficial  conversion  feature  expense  has  been  recorded  in the  financial
statements.

3)   Capital leases

The Company leases vehicles under noncancellable capitalized leases.

                                                       April 30,     January 31,
                                                            2002            2002
                                                     (unaudited)
                                                               $               $

Vehicles                                                296,680         287,722
Less accumulated depreciation                          (157,138)       (134,410)

                                                   -------------     -----------
                                                        139,542         153,312
                                                   =============     ===========

Scheduled maturities of minimum lease payments are as follows:

Period ending April 30,                                                        $

2003                                                                      93,338
2004                                                                      88,477
                                                                      ----------
                                                                         181,815

Less amount representing interest                                         23,682
                                                                      ----------
Present value of net minimum lease payments                              158,133
                                                                      ==========

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



                                      F-10
<PAGE>


                       NOTE E - RELATED PARTY TRANSACTIONS

At April 30, 2002 David Morgan owed $20,981 ((pound)14,397) (January 31, 2002
$19,584 ((pound)13,857)) to the Company. The maximum liability during the period
amounted to $20,981 and the interest charge amounted to $Nil (January 31, 2002
$Nil).

The Company made purchases during the period under normal commercial terms from
Impakt Software Limited, a company owned by Paul O'Sullivan who is a potential
beneficiary of a discretionary trust, the rest of which includes beneficial
ownership of the Company's common stock. The percentage of Mr O'Sullivan's
interest in the assets of the trust has not been determined. Total purchases
amounted to $38,965 in the three months to April 30, 2002 (Year to January 31,
2002 $136,340) and the balance owed by the Company at April 30, 2002 was $7,791
(January 31, 2002 $6,477).

                          NOTE F - RECENT PRONOUNCEMENT

On July 20, 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 141, Business Combinations
and SFAS 142, Goodwill and Other Intangible Assets. SFAS 141 is effective for
business combinations completed after June 30, 2001. SFAS 142 is effective for
fiscal years beginning after December 15, 2001; however certain provisions of
this Statement apply to goodwill and other intangible assets acquired between
July 1, 2001 and the effective date of SFAS 142.

These statements address how intangible assets that are acquired individually,
with a group of other assets or in connection with a business combination should
be accounted for in financial statements upon and subsequent to their
acquisition. The new statements require that all business combinations initiated
after June 30, 2001 be accounted for using the purchase method and establish
specific criteria for the recognition of intangible assets separately from
goodwill.

The Company will adopt SFAS 141 on February 1, 2002, as permitted by the new
statement. Upon adoption, the Company will no longer amortize goodwill and other
indefinite lived intangible assets. The Company will be required to test its
goodwill and intangible assets that are determined to have an indefinite life
for impairment at least annually. Other than in those periods in which the
Company may record an asset impairment, the Company expects that the adoption of
SFAS 142 will not impact its financial position or its results of operations.

The FASB issued SFAS 143, Accounting for Asset Retirement Obligations in June
2001. SFAS 143 addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. SFAS 143 is effective for fiscal years beginning after
June 15, 2002. While the Company is currently evaluating the impact the adoption
of SFAS 143 will have on its financial position and results of operations, it
does not expect such impact to be material.

The FASB issued SFAS 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, in August 2001. SFAS 144, which addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of, supercedes SFAS 121 and is effective for
fiscal years beginning after December 15, 2001. While the Company is currently
evaluating the impact the adoption of SFAS 144 will have on its financial
position and results of operations, it does not expect such impact to be
material.


                                      F-11
<PAGE>


                            NOTE G - SUBSEQUENT EVENT

A complaint was filed against the Company on February 23, 2001 relating to a
$100,000 demand promissory note dated May 1, 2000 and payable to the order of
GEM Advisors Inc (GEM). The note bears interest at a rate of 3% per annum and if
payment is not made upon demand, the rate increases to 15% per annum. GEM was
entitled to convert the unpaid balance and interest into shares of the Company's
Common Stock if payment was not made on demand. Demand on the note was made by
GEM on September 21, 2000, subsequently GEM sent the Company a conversion notice
on December 18, 2000 electing to convert the note into 179,643 shares of the
Company's Common Stock. The note was subsequently converted and a share
certificate was delivered to GEM, which GEM returned to the Company contending
that the timeliness of the delivery of the share certificate violated the terms
of the note agreements.

The Company has provided for its own legal expenses incurred to April 30, 2002
in respect of this litigation in these financial statements. The Company has no
obligation to pay for the legal expenses of GEM.

In May 2002 the Company and GEM entered into a Settlement Agreement which will
result in the Company paying GEM $25,000 during 2002. In addition the 179,643
shares of the Company's Common Stock will be purchased by an unaffiliated third
party for $25,000.

                                      F-12
<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 (the  "Exchange  Act"),  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",  "forecast," "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 the  Company's  Form 10-KSB for the
fiscal  year ending  January  31,  2002 or 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 of the Securities Act or 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 3a51-1) 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,  markets and sells fully scalable software (under
the  brand  name  of  INVU)  for  the  electronic  management  of all  types  of
information and documents,  such as forms,  correspondence,  literature,  faxes,
e-mail, technical drawings,  electronic files and web pages. Management believes
that the INVU software strongly adheres to the Company's brand values of ease of
use, functionality and price performance.

         The  Company's  objective  is to establish  itself as a leading  global
supplier  of  information  and  document   management   software  and  services.
Management  believes  that,  as the market  matures,  the  purchase  of document
management systems will become increasingly  routine as buyers become acquainted
with both the technology and  applications.  In order to deal with the increased
demand,  the Company continues to increase its number of third party value added
resellers.   Management   considers   both  branding  and  product   positioning
fundamental  to attaining the market share  required to  profitably  achieve its
objective of being a leading  supplier of  information  and document  management
software.

         For its professional range of products,  which include INVU Series 100,
Series 200, Series 250, i200 and CodeFree Integration,  the Company continues to
target its sales and marketing  efforts on several  easily  identifiable  mature
market channels.  These channels include software distributors and resellers who
market to small and medium size  enterprises  as well as  departmental  users in
major  organizations,   strategic  alliances  with  hardware  manufacturers  and
distributors,  and direct sales to major institutions and organizations.  All of
the Company's development and marketing resources are now directed at these fast
growing and higher margin markets.

                                       1
<PAGE>

         In November  1999,  management  decided to adopt a value added reseller
(VAR) model for sales of its  professional  range in the UK. The Company is also
pursuing  non-exclusive  distributors  for its  products  in other  territories.
Management  is extremely  encouraged  by the number and quality of the resellers
that have been  recruited  to date to sell the  product.  Each VAR is  currently
engaged, as an accredited  reseller,  at an initial fee of approximately  $3000,
with a recurring annual fee thereafter.  Having now recruited 120 resellers, the
Company continues to monitor all existing resellers to ensure that they meet the
stringent INVU accreditation requirements.  The Company continues its aggressive
VAR recruitment  campaign,  and having  recruited 8 new resellers in the quarter
ended April 30, 2002, management expects to recruit a further 20 VARs by January
31, 2003.

         Typically  in a VAR  based  route  to  market,  sales  success  can  be
inconsistent.  However,  the  INVU  sales  management  team has  implemented  an
intensive  marketing and sales  support  program with its  resellers,  including
sales and technical  training,  joint seminars,  direct mail and joint telephone
marketing  campaigns.  The success of this ongoing  program has provided many of
the recruited  resellers with a pipeline of end-user  opportunities,  which they
are actively  pursuing with the  involvement  of Company sales  personnel.  Many
newly  recruited   resellers  are  taking  sales  orders  within  two  weeks  of
accreditation.  The  level of end user  inquiries  continues  to grow and  these
inquiries are now being converted into sales at a rapidly  increasing rate. Even
more  satisfying  is the  increase  in average  number of users per sale and the
significant  reduction in time between first contact and order  placement by end
users. Management believes that this reflects the Company's brand values of ease
of use, high quality and price performance.

         Together  with the steady  increase  in  adoption  of the INVU range by
companies in the small/medium enterprise market, management is encouraged by the
continuing level of interest from large organizations with new and repeat orders
being received from, among others,  Argos,  Kraft Foods,  Universal Music Group,
Millfield  Partnership  Limited (a large firm of financial  advisors),  Samsung,
Gerrard Private Bank, Close Bank,  Greater Glasgow Primary Healthcare Trust, and
Spar.

         The Company has made  significant  progress  with regard to an Original
Equipment  Manufacture (OEM) opportunity with Xerox. As an Independent  Software
Vendor,  INVU has been designated as a Xerox Business  Partner.  Utilizing Xerox
SDK (software  development  kits),  the Company has now developed  software that
provides  seamless  integration  with the Xerox Document  Centre Range, of which
55,000  machines  are  currently  in use in the UK.  INVU has  undertaken  sales
training  of key Xerox  sales  personnel  and joint  sales  initiatives  are now
underway.  The INVU  enhanced  Document  Centre has been  branded  "VU  Centre."
Xerox's largest European dealer,  Printware Limited,  is providing a full priced
five-user version of "VU Centre" with every Xerox Docucentre it sells.

         The  significant  expansion  of the sales team in the fiscal year ended
January  31,  2002,  under  the  guidance  of Jon  Halestrap  (VP of  Sales  and
Marketing),  has given  INVU an  experienced  and  dedicated  team with which to
recruit a  reseller  base and  explore  other  sales  opportunities.  Management
believes that the increased  experience in the document management sector of its
sales team and resellers  together with their proven ability to develop and grow
sales revenue  continues to be the key factors in the rapid  development  of the
Company.  Most  current  resellers  have now  attended  the INVU  bespoke  sales
training  course,  which  has  proved  extremely  successful  in  terms  of lead
generation and conversion.  Management expects continued sales growth during the
fiscal year ended January 31, 2003 (the "Current Fiscal Year") and beyond.

         The Company believes its current products, together with planned future
developments,  are well matched to its target market,  and that its brand values
of ease of use,  functionality  and  price  performance  have  already  and will
continue to differentiate  its products from its competitors.  The international
market for document  technologies is forecast to grow from $17.5 billion in 1999
to $41.6  billion in 2003  according to the AIIM  Report:  State of the Document
Technologies  Market  1997-2003  prepared by the Gartner  Group,  and management
believes  that  it  has  the  ability  to be a  major  provider  of  information
management to  businesses  world-wide.  Management  believes that the INVU brand
awareness is increasing.  Unsolicited  inquiries from  prospective end users and
resellers are increasing  significantly,  as are visitor numbers at exhibitions,
trade fair and shows.

         Throughout  the three  months  ended  April 30,  2002,  the Company has
continued to develop its software products.

         Version  5.2 of the  Company's  professional  range of  products,  INVU
Series 100,  Series 200 and ViewSafe,  contains the newly developed OCR (Optical
Character  Recognition)  functionality,  which works with all Microsoft OfficeTM
and AdobeTM  file types and scanned  images.  This  functionality  automatically
allows a user to keyword  search all  existing  documents  in the  system.  This
release also contains a Microsoft Office Add-In,  which allows  integration with

                                       2
<PAGE>

Microsoft  OfficeTM  2000.  This  gives  INVU the  ability  to send  items  from
Microsoft  Outlook to a  user-selectable  in-tray.  It also allows users to save
documents from Microsoft WORD,  EXCEL and PowerPoint as an INVU filing,  even if
these files are created outside of INVU. A separate "Sequential Workflow Module"
has also been released  alongside Version 5.2. The "Sequential  Workflow Module"
allows documents, forms and files to be "intelligently" routed electronically to
specific departments and individuals in a pre-determined  sequence.  Individuals
who receive the file may review and revise it, and the file will then be sent to
the next  individual in the  pre-determined  order.  The new module is a generic
adaptation of the bespoke  program,  which is already in use with customers such
as  Universal  Music  Group.  The  workflow  module is  designed  to be customer
friendly and easy to use. This is a separate 5.2 Module,  which, when integrated
with Version 5.2, is sold as INVU Series 250, and charged accordingly.

         The Company has successfully developed a highly sophisticated code free
integration  tool for use with the INVU  professional  range of  products.  This
allows  INVU  products  to be  linked to any other  Windows(TM)  or  Windows(TM)
emulation-based applications.  For instance, an INVU scanned image of a supplier
invoice can be retrieved directly from an accounts software  application,  or an
image of an x-ray can be retrieved directly from a patient records  application.
This is achieved  without the need for further  software  development  and gives
INVU  resellers  the  ability  to add  considerable  value to the  INVU  product
offering  without the  difficulty  and cost of hiring and  managing  development
programmers.  Management  believes the use of this product for  Universal  Music
Group  and  other  projects  has  significantly  reduced  cost and  installation
timescales.  The  Company  believes  that this  product  provides a  significant
competitive advantage when compared to other information and document management
technologies. Sales of the "codefree" module have increased significantly,  with
one in three INVU  installations  employing this technology.  Management expects
this trend to continue  particularly when the new enhanced version of "codefree"
is released in quarter two of the Current Fiscal Year.

         INVU i200  (formerly  codenamed  Series  2000 or INVU  WEBFAST)  allows
global access to retrieve,  view,  edit, and file  information via the web. This
product was also released in beta format to several end users in quarter four of
the last fiscal year and quarter one of the Current  Fiscal  Year,  and the full
product  release is  scheduled  for  quarter  two of the  Current  Fiscal  Year.
Management believes that this product forms the basis of future developments for
many of its existing and future end users.  In the opinion of  management,  with
this  technology  INVU now offers key  functionality  that is  comparable to the
world's most established  document and content  management  solutions,  but at a
significantly lower price level.

         Development of a highly sophisticated  content addressable indexing and
retrieval  system  reached the prototype  stage during the second quarter of the
fiscal year ended  January 31,  2002 and  further  development  have taken place
during the  Current  Fiscal  Year.  This  technology  allows  access to data and
documents  through  intelligent  frequency  of word and phrase  recognition  and
semantic  networking.  Scanned  images can be converted into text using standard
Optical Character Recognition  technology,  and even poor quality scanned images
can yield words and phrases that INVU's  technology  will retrieve.  The Company
expects  this  product  to  further  enhance  filing  and  retrieval  speeds for
organizations  with large multiple data storage  requirements  across  networks,
intranets,  extranets and the internet. Management decided not to integrate this
technology within the latest release of INVU products and is instead considering
the further wide-ranging  applications for which this advanced technology can be
utilized.  Full text retrieval technology is already available within the latest
release of Series 200 and Series 250.

         Critical Accounting Policies

         Invu's  financial  statements  and  accompanying  notes are prepared in
accordance with generally accepted  accounting  principles in the United States.
Preparing  financial  statements  requires  management  to  make  estimates  and
assumptions  that affect the reported amounts of assets,  liabilities,  revenue,
and expenses.  These  estimates  and  assumptions  are affected by  management's
application  of  accounting  policies.  Critical  accounting  policies  for Invu
include  revenue  recognition,  accounting for research and  development  costs,
accounting  for  the   impairment  of  long-lived   assets  and  accounting  for
contingencies.

         Invu  recognizes  revenue in  accordance  with  American  Institute  of
Certified Public Accountants  (AICPA) Statement of Position (SOP) 97-2, Software
Revenue Recognition as amended by Statement of Position (SOP) 98-9, Modification
of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions,
(SOP 98-9). Fees for services and maintenance are generally charged to customers
separately  from the license of software.  Service  revenue is  recognized  when
services are performed. Maintenance revenue is deferred and recognized ratably

                                       3
<PAGE>

over the term of the contract,  normally  twelve  months.  Revenues from license
fees are recognized upon product shipment when fees are fixed, collectability is
probable  and the Company has no  significant  obligations  remaining  under the
licensing agreement.  In instances where a significant vendor obligation exists,
revenue recognition is delayed until such obligation has been satisfied.

         Invu accounts for research and  development  costs in  accordance  with
several accounting pronouncements, including SFAS 2, Accounting for Research and
Development Costs, and SFAS 86, Accounting for the Costs of Computer Software to
be Sold,  Leased, or Otherwise  Marketed.  SFAS 86 specifies that costs incurred
internally in creating a computer  software product should be charged to expense
when incurred as research and development  until  technological  feasibility has
been established for the product. Once technological feasibility is established,
all software  costs  should be  capitalized  until the product is available  for
general  release to  customers.  Judgment is required  in  determining  when the
technological  feasibility  of a product  is  established.  Invu  believes  that
technological  feasibility  for its  products  is  reached  shortly  before  the
products are  released to  manufacturing.  Costs  incurred  after  technological
feasibility is established have been insignificant, and accordingly, the Company
has not capitalized any software development costs.

         Invu follows the provisions of Statement of Accounting  Standards (SFAS
No. 121),  Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of. SFAS No. 121 establishes  accounting standards for the
impairment of long-lived  assets,  certain  identifiable  intangibles  and items
related to those assets.  The Company reviews  long-lived  assets to be held and
used for impairment  whenever events or changes in  circumstances  indicate that
the  carrying  amount of the  assets may not be  recoverable.  If the sum of the
undiscounted  expected future cash flows is less than the carrying amount of the
assets,  the  Company  recognizes  an  impairment  loss.  Impairment  losses are
measured as the amount by which the  carrying  amount of the assets  exceeds the
fair value of the  assets.  When fair  values  are not  available,  the  Company
estimates fair value using the expected  future cash flows  discounted at a rate
commensurate with the risks associated with the recovery of the assets.

         Invu has been  engaged  in legal  proceedings  with GEM  Advisors  Inc.
(GEM). An agreement has recently been made, whereby Invu will pay $25,000 to GEM
in full and final  settlement.  SFAS 5, Accounting for  Contingencies,  requires
that an estimated loss from a loss contingency  should be accrued by a charge to
income if it is probable that an asset has been impaired or a liability has been
incurred and the amount of the loss can be reasonably estimated. Disclosure of a
contingency  is required if there is at least a  reasonable  possibility  that a
loss has been  incurred.  The Company  does not consider the sum above to have a
material  impact  on  the  Company's   financial  position  or  its  results  of
operations.

         Results of Operations

         The  following is a  discussion  of the results of  operations  for the
three months ended April 30,  2002,  compared  with the three months ended April
30, 2001,  together with changes in financial  condition  during the three month
period ended April 30, 2002.

         Total  revenues  increased by $110,335,  or 36%,  from $302,016 for the
three  months  ended April 30, 2001 to $412,351 for the three months ended April
30, 2002. This reflects the Company's continued expansion of its customer base.

         The net loss for the three  months  ended April 30, 2002 was  $378,160,
which is $95,297,  or 34% higher than the net loss for the corresponding  period
in fiscal year 2001 of $282,863  mainly due to increases in interest  charges of
$55,392,   an  increase  in  professional   fees  associated  with  the  current
fundraising  and  the  litigation  with  GEM  Advisors,   Inc.  of  $27,002  and
amortization of EasiFile acquisition cost of $11,892.

         Production  costs consist of royalty fees  associated  with third party
software,  costs related to reproduction,  packaging,  and despatch of software,
direct  costs  associated  with  the   implementation  of  software   solutions,
consulting and training services and other costs related to product upgrades for
existing users.  Production costs have increased by $30,788 from $25,702 for the
three  months  ended April 30, 2001 to $56,490 for the three  months ended April
30, 2002.  Production costs as a percentage of total revenues were 13.7% for the
three  months  ended April 30,  2002  compared to 8.5% during the same period in
fiscal year 2001.  The  increase  was due to the one time  purchase of a $38,553
scanner  that  was  subsequently  sold for  $47,725,  which  consequently  had a
disproportionate  effect on production  costs as a percentage of total  revenue.
Without this cost and associated sales revenue, production costs would have been

                                       4
<PAGE>

only 5% of revenues. This underlying fall in production costs as a proportion of
revenues  reflects  the fall in  production  costs per unit due to  economies of
scale, and improved supply terms.

         Selling and  distribution  costs consist  primarily of personnel costs,
commissions,  marketing  literature,  travel and promotional  activities such as
trade shows,  seminars,  advertising and public relations programs.  Selling and
distribution  costs  increased  by $8,863 from  $193,046 in the three  months to
April 30, 2001 to $201,909 in the three months ended April 30, 2002. Selling and
distribution  costs as a percentage  of total  revenues fell to 49% in the three
months  ended April 30,  2002  compared to 64% in the same period in fiscal year
2001. The decrease in the percentage over the comparable three month periods was
due to the  Company's  sales  growth in 2002 and  re-focussed  marketing,  which
concentrated on value added reseller training and development programs.

         Research  and   development   costs   consist  of  continued   software
development and further enhancements to existing software products.  These costs
are expensed as incurred until technical  feasibility has been  established.  To
date, the  establishment  of technical  feasibility  and the subsequent  general
release to customers have been almost simultaneous,  and, therefore, the Company
has not capitalized software  development costs.  Research and development costs
increased by $63,732,  or 56%, from $113,459 in the three months ended April 30,
2001 to $177,191  during the three  months  ended April 30,  2002.  Research and
development  costs as a percentage  of total  revenues  rose to 43% in the three
months  ended April 30,  2002  compared to 38% in the same period in fiscal year
2001.  The increases in the percentage  over the  comparable  three month period
reflected the Company's continued investment in its current and future products.
In particular, the development of Series 200 (version 5.2) and all-new products,
including  Series 250 and i200,  have  occupied  the  majority of the  Company's
development resources throughout the period.

         Administrative  costs  include  the  personnel  and other  costs of the
administration,  human resources and finance departments, together with property
expenses, amortization of intangibles and depreciation of tangible assets. These
costs  increased  by $46,857,  or 23%,  from  $201,963 in the three months ended
April 30,  2001 to  $248,820  during  the three  months  ended  April 30,  2002.
Administrative  costs as a percentage of total revenues fell to 60% in the three
months  ended April 30,  2002  compared to 67% in the same period in fiscal year
2001.  The  increase in  administrative  costs over the  comparable  three month
period  was due to the  Company's  additional  legal  fees  relating  to the now
settled  dispute  with  GEM  Advisors,  Inc.,  amortization  for the  period  of
intangible   assets   acquired  in  July  2001,   and  an  increase  in  general
administrative costs.

         During the three months ended April 30, 2002, the Company  incurred net
interest expense of $106,101  compared to net interest expense of $50,709 during
the corresponding  periods in fiscal year 2001. These increases are entirely due
to increased loan facilities.  Management expects these costs to fall as soon as
additional investment funding is secured. Interest costs will also decrease when
net revenues are adequate to generate net cash inflows.

         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  $1,016,343 at April 30,
2002, a decrease of $104,259 compared to $1,120,602 at January 31, 2002. Working
capital was negative  $3,836,328  as of April 30, 2002,  compared  with negative
$3,434,581 as of January 31, 2002.  These changes are mainly due to decreases in
accounts   receivable   and  increases  in  current   maturities  of  long  term
obligations,  together  with  increases  in  accounts  payable.  The Company has
obtained convertible loans from Vertical Investments,  an entity in which Daniel
Goldman (a non-executive director) has an interest, totaling $275,000 during the
three month period ended April 30, 2002.  Management  believes  that this amount
will either be repaid from the proceeds of future  financings or converted  into
common stock of the Company  before the end of the Current  Fiscal  Year,  which
although it will  significantly  reduce the working capital  deficit,  will also
dilute the holdings of the Company's current shareholders.

         Total  assets of the  Company  were  $1,469,131  at April 30,  2002,  a
decrease  of $62,178  compared  to  $1,531,309  at  January  31,  2002.  This is
attributable  to increases in fixed assets of $50,558,  and decreases in current
assets of $104,259, and a decrease in intangible assets of $8,477.

         The total current liabilities of the Company increased by $297,488 from
$4,555,183 at January 31, 2002 to  $4,852,671  at April 30, 2002.  The change in
current  liabilities is mainly due to increases in accounts  payable of $133,524
and  increases in current  maturities of long-term  obligations  of $224,308 and
decreases in  short-term  credit  facility of $13,458 and  decreases in deferred
revenue of $46,799.  This reflects the Company's  continued  trading  losses and
reliance on loan finance.

                                       5
<PAGE>

         Total stockholders' equity decreased by $452,765 during the three month
period ended April 30, 2002 from a deficit of  $5,117,614 at January 31, 2002 to
a deficit of  $5,570,379  at April 30, 2002.  The Company  continues to evaluate
various financing  options,  including issuing debt and equity to finance future
development and particularly marketing of products.

         Financing Management's Plan of Operation

         The Company remains  committed to raising the necessary funds to enable
the business to fulfill its  potential  and is engaged in or presently  pursuing
the following financing transactions.

         The Company has a $291,460  short-term  credit  facility with an annual
interest rate currently of 6% with an English bank. The amount drawn against the
facility  at April 30,  2002 was  $262,745.  This  facility is due for review on
September 30, 2002. The Company believes that at such maturity date the facility
will be extended.  The Company's bank also provided a further credit facility of
$874,376 in October  2001 by way of notes  payable with  monthly  repayments  of
$72,865  commencing in November 2002 until October 2003. This facility currently
bears interest at the rate of 6% per annum. All bank credit facilities and notes
payable  are  collateralized  by all  assets  of  the  Company  and a  corporate
guarantee  given by  Vertical  Investments  Limited,  a company in which  Daniel
Goldman, a non-executive director of this Company, has an interest.

         In August 1999, the Company received a loan in the aggregate  principal
amount  of  $600,000  and a second  loan in the  principal  amount  of  $400,000
(together  "Loan  Stock  Instruments")  from Alan David  Goldman  (the father of
Daniel Goldman),  Vertical Investments Limited and Tom Maxfield (a non-executive
director of the Company).  The Loan Stock Instruments currently bear interest at
the rate of 6% and 10% per  annum,  respectively,  and may be  converted  into 1
share of common  stock for each $0.65 and $0.50,  respectively,  of  outstanding
principal and accrued but unpaid interest. If the Loan Stock Instruments are not
converted,  they may be  redeemed  upon 30 days  notice  by the  Company  or the
Investors on or after August 2002. The Company  anticipates  that the Loan Stock
Instrument will be converted.

         In February  2001,  Vertical  Investments  Limited,  a company in which
Daniel Goldman, a non-executive  director of the Company, has an interest,  lent
the Company  $1,000,000.  Vertical  Investments Limited made further advances of
$250,000 in May 2001, $50,000 in July 2001, $500,000 in September 2001, $275,000
in December  2001 and $275,000 in February  2002  (collectively,  the  "Vertical
Loans").  Effective as of December 2001, the Vertical Loans were restructured to
apply conversion features to enable the loans to be converted into shares of the
Company's  common  stock at  conversion  prices  ranging from $0.13 to $0.25 per
shares at various times.

         In May 2001,  the Company  received  $50,000 from  Paysage  Investments
Limited and in June 2001, the Company  received  $84,000 from Pershing  Nominees
and $25,000 from Guernroy  Limited.  Each of these  advances  referenced in this
paragraph were made by way of convertible loans at an interest rate per annum of
1.5% above the UK bank base rate.  Each of the  convertible  loans has  maturity
date 24 months from date of issue,  but  principal and interest may be repaid at
any time without  penalty.  The loans are  convertible  at the rate of $0.25 per
share of Common  Stock,  and the  investor  may  convert,  having  given 45 days
notice, at any time during the 24 month period.

         As noted above, the Company has continued to raise significant  funding
during  difficult  market  conditions.  The Company is in the process of seeking
further financing from a number of sources. Assuming that the convertible loans,
including  the Vertical  Loans and the Loan Stock  Instruments,  are  converted,
management  anticipates  that a  further  requirement  of  $1,000,000  would  be
necessary  to  achieve  the  break  even  position  and  meet  all   outstanding
obligations.  The Company is seeking financing in excess of this amount in order
to maximize  the growth  potential  of the  Company.  Management  estimates  the
financing it is seeking,  if  consummated,  would fulfill the Company's  working
capital  requirements  for a period up to the point at which net sales  revenues
could sustain the Company's day to day operations and also enable the Company to
further  accelerate its growth both organically and through  acquisition.  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 B of the Consolidated
Financial  Statements in conjunction with this paragraph regarding the Company's
ability to continue as a going concern.


                                       6
<PAGE>

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

     As reflected in the Company's  10-KSB for the fiscal year ended January 31,
2002, a complaint  was filed  against the Company on February  23, 2001,  in the
United States District Court for the Southern  District of New York on behalf of
GEM  Advisors,  Inc.  ("GEM")  seeking  money  damages in the amount of $100,000
together  with  interest  from  September  21,  2000,  costs,  disbursement  and
attorneys' fees. The complaint related to a $100,000 demand promissory note (the
"Note")  dated  May 1,  2000 and  payable  to the  order of GEM.  The Note  bore
interest at a rate of 3% per annum and if payment was not made upon demand,  the
rate  increased to 15% per annum from the date of demand  through and  including
the date of payment. GEM was entitled to convert the unpaid balance and interest
into  shares of the  Company's  Common  Stock if payment was not made on demand.
Demand  on the  Note  was  made by GEM on  September  21,  2000 and GEM sent the
Company a conversion  notice on December  18, 2000  electing to convert the Note
into 179,643  shares of the Company's  Common Stock.  The Note was  subsequently
converted and a share  certificate  was delivered to GEM,  which GEM returned to
the  Company  contending  that  the  timeliness  of the  delivery  of the  share
certificate violated the terms of related Note agreements.

     In  response,  the  Company  filed an  answer on or about  April 16,  2001,
denying that any amounts were owing under the Note, and denying  liability under
GEM's remaining causes of action. It was the Company's  position that GEM made a
binding election to convert unpaid amounts due under the Note into shares of the
Company's Common Stock,  and that the Company's tender of the share  certificate
to GEM,  and GEM's  acceptance  and  retention of the share  certificate,  fully
satisfied the Company's  obligations  under the Note and  discharged the Company
from any further liability under the Note.

     The parties entered into a Settlement  Agreement in May 2002 that obligates
the Company to pay GEM an aggregate of $50,000 in four equal installments during
2002.  GEM in turn has  agreed to return  the  179,643  shares of the  Company's
Common  Stock (the "GEM  Shares") to the  Company.  The Company has assigned its
right to acquire the GEM Shares to an unaffiliated  third party who will acquire
the GEM Shares  directly  from GEM for $25,000.  Such  $25,000  shall reduce the
Company's  settlement  obligation to $25,000 from $50,000.  On May 23, 2002, the
Judge signed an Order that discontinued GEM's action with prejudice.

Item 2.  Changes in Securities.

     There have been no changes in securities during the period.

Item 3.  Default Upon Senior Securities.

     None

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

     None

Item 5.  Other Information.

     None

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

     None




                                       7


<PAGE>

EXHIBITS

(a)  Exhibits

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

10.1     Overdraft Facility, dated July 19, 2000, by and between the Company and
         the Bank of Scotland  (incorporated by reference to Exhibit 10.1 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

10.2     Corporate  Guarantee,  dated July 18,  2000,  by and among the Company,
         Invu Plc, Invu Services Limited,  Invu  International  Holdings Limited
         and the Bank of Scotland  (incorporated by reference to Exhibit 10.2 of
         the  Company's  Quarterly  Report on Form 10-QSB  filed  September  19,
         2000).

10.3     Debenture,  dated July 13,  2000,  by and  between  Invu  International
         Holdings Limited and the Bank of Scotland (incorporated by reference to
         Exhibit  10.3 of the  Company's  Quarterly  Report on Form 10-QSB filed
         September 19, 2000).

10.4     Overdraft Facility,  dated October 29, 2001, by and between the Company
         and the Bank of Scotland  (incorporated by reference to Exhibit 10.4 of
         the Company's Quarterly Report on Form 10-QSB filed December 14, 2001).

10.5      Investment Agreement,  dated August 23, 1999, among the Company, David
          Morgan,  John  Agostini,  Paul  O'Sullivan,  Alan David  Goldman,  and
          Vertical  Investments Limited  (incorporated by reference from Exhibit
          10.12 of the Company's  Annual Report on Form 10-KSB filed October 15,
          1999).

10.6      Loan Stock Instrument,  dated as of August 23, 1999, by the Company in
          favor  of  Alan  David  Goldman  and  Vertical   Investments   Limited
          (incorporated  by reference from Exhibit 10.13 of the Company's Annual
          Report on Form 10-KSB filed October 15, 1999).

10.7      Loan Stock Instrument,  dated as of August 23, 1999, by the Company in
          favor  of  Alan  David  Goldman  and  Vertical   Investments   Limited
          (incorporated  by reference from Exhibit 10.14 of the Company's Annual
          Report on Form 10-KSB filed October 15, 1999).

10.8      Supplemental  Agreement,  dated  as of  August  23,  1999,  among  the
          Company,  Vertical  Investments  Limited,  Alan David  Goldman,  David
          Morgan, John Agostini, Paul O'Sullivan,  INVU Services Limited and Tom
          Maxfield   (incorporated  by  reference  from  Exhibit  10.15  of  the
          Company's Annual Report on Form 10-KSB filed October 15, 1999).

10.9      Financing  Arrangement,  effective as of December  27,  2001,  between
          Vertical Investments Limited, the Company, Invu Services Limited, Invu
          International Holdings Limited and Invu PLC (incorporated by reference
          from Exhibit 10.21 of the Company's Annual Report on Form 10-KSB filed
          May 1, 2002).








                                       8


<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 14, 2002                    By: /s/ David Morgan
                                             -----------------------------------
                                             David Morgan, President &
                                             Chief Executive Officer
                                             (Principal Executive Officer)


Date:     June 14, 2002                   By: /s/ John Agostini
                                             -----------------------------------
                                             John Agostini, Vice President-Chief
                                             Financial Officer & Secretary
                                             (Principal Financial Officer)








                                      S-1
<PAGE>

                               INDEX TO EXHIBITS


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

10.1     Overdraft Facility, dated July 19, 2000, by and between the Company and
         the Bank of Scotland  (incorporated by reference to Exhibit 10.1 of the
         Company's Quarterly Report on Form 10-QSB filed September 19, 2000).

10.2     Corporate  Guarantee,  dated July 18,  2000,  by and among the Company,
         Invu Plc, Invu Services Limited,  Invu  International  Holdings Limited
         and the Bank of Scotland  (incorporated by reference to Exhibit 10.2 of
         the  Company's  Quarterly  Report on Form 10-QSB  filed  September  19,
         2000).

10.3     Debenture,  dated July 13,  2000,  by and  between  Invu  International
         Holdings Limited and the Bank of Scotland (incorporated by reference to
         Exhibit  10.3 of the  Company's  Quarterly  Report on Form 10-QSB filed
         September 19, 2000).

10.4     Overdraft Facility,  dated October 29, 2001, by and between the Company
         and the Bank of Scotland  (incorporated by reference to Exhibit 10.4 of
         the Company's Quarterly Report on Form 10-QSB filed December 14, 2001).

10.5      Investment Agreement,  dated August 23, 1999, among the Company, David
          Morgan,  John  Agostini,  Paul  O'Sullivan,  Alan David  Goldman,  and
          Vertical  Investments Limited  (incorporated by reference from Exhibit
          10.12 of the Company's  Annual Report on Form 10-KSB filed October 15,
          1999).

10.6      Loan Stock Instrument,  dated as of August 23, 1999, by the Company in
          favor  of  Alan  David  Goldman  and  Vertical   Investments   Limited
          (incorporated  by reference from Exhibit 10.13 of the Company's Annual
          Report on Form 10-KSB filed October 15, 1999).

10.7      Loan Stock Instrument,  dated as of August 23, 1999, by the Company in
          favor  of  Alan  David  Goldman  and  Vertical   Investments   Limited
          (incorporated  by reference from Exhibit 10.14 of the Company's Annual
          Report on Form 10-KSB filed October 15, 1999).

10.8      Supplemental  Agreement,  dated  as of  August  23,  1999,  among  the
          Company,  Vertical  Investments  Limited,  Alan David  Goldman,  David
          Morgan, John Agostini, Paul O'Sullivan,  INVU Services Limited and Tom
          Maxfield   (incorporated  by  reference  from  Exhibit  10.15  of  the
          Company's Annual Report on Form 10-KSB filed October 15, 1999).

10.9      Financing  Arrangement,  effective as of December  27,  2001,  between
          Vertical Investments Limited, the Company, Invu Services Limited, Invu
          International Holdings Limited and Invu PLC (incorporated by reference
          from Exhibit 10.21 of the Company's Annual Report on Form 10-KSB filed
          May 1, 2002).




                                      E-1