SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ___________________

                                   FORM 10-QSB
                               __________________

(Mark One)
[ ]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 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 December 16, 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.

                                October 31, 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 October 31, 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

         Item 3.  Controls and Procedures................................................................................8

PART II. OTHER INFORMATION...............................................................................................9

         Item 1.  Legal Proceedings......................................................................................9
         Item 2.  Changes in Securities..................................................................................9
         Item 3.  Default Upon Senior Securities.........................................................................9
         Item 4.  Submission of Matters to a Vote of Security Holders....................................................9
         Item 5.  Other Information......................................................................................9
         Item 6.  Exhibits and Reports on Form 8-K......................................................................10

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


</TABLE>

<PAGE>




CONSOLIDATED FINANCIAL STATEMENTS

INVU, INC. AND SUBSIDIARIES

OCTOBER 31, 2002








                                      F-1
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


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

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

ASSETS

Current assets
Cash                                                                                   134,240              -
Accounts receivable:
  Trade, net                                                                         1,376,356        936,442
  VAT recoverable and other                                                             24,220         19,582
Inventories                                                                            126,728         78,782
Prepaid expenses                                                                       104,973         85,796
                                                                                    -----------    -----------
Total current assets                                                                 1,766,517      1,120,602
                                                                                    -----------    -----------
Equipment, furniture and fixtures
Computer equipment                                                                     264,563        148,579
Vehicles                                                                               263,747        287,722
Office furniture and fixtures                                                          115,205        100,897
                                                                                    -----------    -----------
                                                                                       643,515        537,198

Less accumulated depreciation                                                          340,039        244,266
                                                                                    -----------    -----------
                                                                                       303,476        292,932
                                                                                    -----------    -----------
Intangible assets                                                                       91,262        117,775
Goodwill                                                                             1,308,227              -

                                                                                    -----------    -----------
                                                                                     3,469,482      1,531,309
                                                                                    ===========    ===========
LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY

Current liabilities
Short-term credit facility                                                             693,227        276,203
Current maturities of long-term obligations                                          4,008,292      2,945,681
Accounts payable                                                                       558,106        506,161
Accrued liabilities                                                                    959,239        610,290
Deferred revenue                                                                       290,848        216,848
Taxation                                                                             1,781,931              -
                                                                                    -----------    -----------
Total current liabilities                                                            8,291,643      4,555,183
                                                                                    -----------    -----------
Long-term obligations, less current maturities                                       1,413,739      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                                                                 (7,984,415)    (7,086,082)
Accumulated other comprehensive income                                                   2,292        222,245
                                                                                    -----------    -----------
                                                                                    (6,235,900)    (5,117,614)
                                                                                    -----------    -----------
                                                                                     3,469,482      1,531,309
                                                                                    ===========    ===========

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                      F-2
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


---------------------------------------------------------------------------------------------------------------
                                                 For the three months ended          For the nine months ended
                                              October 31,       October 31,      October 31,      October 31,
                                                     2002              2001             2002             2001
                                              (unaudited)       (unaudited)      (unaudited)      (unaudited)
                                                        $                 $                $                $
<S>                                            <C>               <C>              <C>              <C>


Revenues                                          677,229           361,672        1,690,835        1,056,827

Expenses:
Production cost                                    68,452            58,314          174,736          159,089
Selling and distribution cost                     239,201           184,929          679,946          532,968
Research and development cost                     170,985           144,608          522,041          374,497
Administrative costs                              286,435           242,998          863,146          722,040
                                               -----------       -----------      -----------      -----------
Total operating expenses                          765,073           630,849        2,239,869        1,788,594
                                               -----------       -----------      -----------      -----------
Operating loss                                    (87,844)         (269,177)        (549,034)        (731,767)

Other income (expense)
Interest, net                                    (125,097)         (144,010)        (349,299)        (241,479)
                                               -----------       -----------      -----------      -----------
Total other expense                              (125,097)         (144,010)        (349,299)        (241,479)
                                               -----------       -----------      -----------      -----------
Loss before income taxes                         (212,941)         (413,187)        (898,333)        (973,246)

Income taxes                                            -                 -                -                -
                                               -----------       -----------      -----------      -----------
Net loss                                         (212,941)         (413,187)        (898,333)        (973,246)
                                               ===========       ===========      ===========      ===========
Weighted average shares outstanding:

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

Basic and Diluted                                  (0.01)            (0.01)           (0.03)           (0.03)
                                               ===========       ===========      ===========      ===========







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

</TABLE>

                                      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)                        -              -               -        (219,953)      (219,953)         (219,953)
  Net loss for the period (unaudited)            -              -        (898,333)              -       (898,333)         (898,333)
                                                                                                                     ---------------
Total comprehensive income (unaudited)                                                                                  (1,118,286)
                                                                                                                     ===============
                                        ------------   ------------    ------------    ------------   -----------
Balance at October 31, 2002
 (unaudited)                             30,386,539      1,746,223      (7,984,415)         2,292     (6,235,900)
                                        ============   ============    ============    ============   ===========










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

</TABLE>

                                      F-4
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                                                                                   For the nine months ended
                                                                                October 31,       October 31,
                                                                                       2002              2001
                                                                                (unaudited)       (unaudited)
                                                                                          $                 $
<S>                                                                               <C>              <C>


Net cash flows used in operating activities
  Net loss during the period                                                       (898,333)         (973,246)
  Adjustments to reconcile net loss to net cash used
  in operating activities:
    Depreciation and amortization                                                   143,102            95,114
    (Profit)/loss on disposal of assets                                                (374)            1,049
Changes in:
    Accounts receivable                                                            (326,914)         (436,973)
    Inventories                                                                     (37,745)            1,520
    Prepaid expenses                                                                 (9,549)           60,392
    Accounts payable                                                                 (2,111)         (141,473)
    Accrued liabilities                                                             319,451           223,876
    Taxation                                                                        (17,524)                -
                                                                                  ----------       -----------
Net cash used in operating activities                                              (829,997)       (1,169,741)
                                                                                  ----------       -----------
Cash flows provided by investing activities:
  Acquisitions of property and equipment                                            (98,954)          (20,923)
  Disposals of property and equipment                                                13,449                 -
  Acquisitions of intangible assets                                                       -          (143,830)
  Acquisition of subsidiary                                                         478,338                 -
                                                                                  ----------       -----------
Net cash provided by investing activities                                           392,833          (164,753)
                                                                                  ----------       -----------
Cash flows provided by financing activities:
  Short-term credit facility                                                        370,089          (545,856)
  Borrowings received from notes payable                                            277,690         1,959,000
  Repayment of borrowings                                                           (30,569)          (22,055)
  Principal payments on capital lease                                               (53,825)          (37,505)
                                                                                  ----------       -----------
Net cash provided by financing activities                                           563,385         1,353,584
                                                                                  ----------       -----------
Effect of exchange rate changes on cash                                               8,019           (19,090)
                                                                                  ----------       -----------
Net increase in cash                                                                134,240                 -
Cash at beginning of period                                                               -                 -
                                                                                  ----------       -----------
Cash at end of period                                                               134,240                 -
                                                                                  ==========       ===========

Supplemental  disclosure of cash flow  information:
Cash paid during the period for:
  Interest                                                                          120,000           125,879

Non cash items during the period:
  Taxation liability assumed on acquisition                                       1,750,108                 -



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

</TABLE>

                                      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 nine month period ended October 31, 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).  Holdings has one
subsidiary of its own, INVU  Netherlands BV (formerly  Corsham  Holding BV). 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  for the UK  market.  INVU  Netherlands  BV is the  sales,
marketing  and trading  company for the Benelux  market and holds the licence to
the Benelux  intellectual  property rights to the INVU software.  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  $6,235,900  at October 31, 2002 and the Company had negative cash flows from
operations  of $829,997 for the nine months to October 31, 2002.  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  $312,900   ((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 October 31, 2002 was  $302,102  ((pound)193,098),  (January 31,
2002  $276,203  ((pound)195,431)).  The amount drawn is payable on demand at the
bank's discretion. The credit facility is currently under review.

The  Company  also  has a  $391,125  ((pound)250,000)  (January  31,  2002  $nil
((pound)nil)),  base rate plus 3%  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 October 31, 2002 was  $391,125  ((pound)250,000),  (January 31,
2002 $nil  ((pound)nil)).  The  amount  drawn is payable on demand at the bank's
discretion. The facility is due for review in December 2002.

                                      F-6
<PAGE>


                         NOTE D - LONG-TERM OBLIGATIONS

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

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

Unsecured loan from an individual, no stated maturity date; bearing interest
of $4,687 per month ((pound)3,000)                                                             803,079        735,818

4% above Libor rate (Libor rate was 3.97% and 4% at October 31, 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 3.97% and 4% at October 31, 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                                                                     45,892         56,530

2% above the banks base rate notes payable to an English bank,  monthly payments
aggregating to (pound)50,000, starting in November 2002 (the repayment terms for
this loan are  currently  being  renegotiated  with the  Company's  bankers) 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                               938,700        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                                                                       125,360        164,153
                                                                                           ----------     -----------

                                                                                            5,422,031      5,039,421
Less current maturities                                                                    (4,008,292)    (2,945,681)
                                                                                           -----------    -----------
                                                                                            1,413,739      2,093,740
                                                                                           ===========    ===========

</TABLE>

                                      F-7
<PAGE>


Scheduled maturities of long-term obligation are as follows:

Year ending October 31,                                                     $

2003                                                                4,008,292
2004                                                                   35,660
2005                                                                  575,000
2006                                                                        -
2007                                                                  803,079

                                                               --------------
                                                                    5,422,031
                                                               ==============

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 $247,914 has been accrued to October 31, 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  after August
23,  2002  upon  receipt  of 30 days  written  notice  from the  Company  or the
Investors.  At  October  31,  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.

                                                  October 31,     January 31,
                                                         2002            2002
                                                  (Unaudited)
                                                            $               $

Vehicles                                              263,747         287,722
Less accumulated depreciation                        (165,160)       (134,410)
                                                 -------------    ------------
                                                       98,587         153,312
                                                 =============    ============

Scheduled maturities of minimum lease payments are as follows:

Period ending October 31,                                                   $

2003                                                                  124,096
2004                                                                   15,715
                                                                     --------
                                                                      139,811

Less amount representing interest                                      14,451

                                                                     --------
Present value of net minimum lease payments                           125,360
                                                                     ========

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



                                      F-10
<PAGE>


                              NOTE E - ACQUISITIONS

On August 23, 2002, the Group acquired  6,625,000  ordinary  shares at a nominal
value per share of $0.44 ((euro)0.45) in Corsham Holding BV representing 100% of
the  outstanding  common shares of the company.  Subsequent to the  acquisition,
Corsham  Holding  BV  changed  its  name to INVU  Netherlands  BV.  Prior to the
acquisition,  the trading  assets of the company were removed and no  continuing
revenues are expected to be generated.

The  results of INVU  Netherlands  BV's  operations  have been  included  in the
consolidated  financial statements since that date. Management believes that the
acquisition  of INVU  Netherlands  BV will allow the Group to expand into Europe
with the  advantage  of  generating  cash and the  possibility  of creating  tax
savings.

The aggregate  purchase price was $4,195,778,  including  $1,271,769 of cash and
the assignment of an intercompany liability from the vendor of $2,924,009.

The  following  table  summarizes  the fair  values of the assets  acquired  and
liabilities assumed at the date of acquisition.

                                                                At
                                                          August 23, 2002
                                                                        $

Current assets                                                  4,674,117
Total liabilities assumed                                      (1,750,108)
                                                               -----------
Net assets acquired                                             2,924,009
Goodwill                                                        1,271,769
                                                               -----------
Total consideration                                             4,195,778
                                                               ===========

The Group paid more for the  Company  than the value of the net  assets  because
they believe that the current tax liability  can be reduced via their  expansion
into Europe. Of the total amount of goodwill,  $nil is expected to be deductible
for tax purposes.

                       NOTE F - RELATED PARTY TRANSACTIONS

At October 31, 2002, David Morgan owed $22,790 ((pound)14,567) (January 31, 2002
$19,584 ((pound)13,857)) to the Company. The maximum liability during the period
amounted to $22,790 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 res 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 $8,256 in the three  months to October 31, 2002 (Year to January 31,
2002  $136,340)  and the  balance  owed by the  Company at October  31, 2002 was
$1,195 (January 31, 2002 $6,477).

During the period, the Company paid Peter Fraser, a minority  shareholder of the
Company,  $62,574 for advisory  services  relating to the acquisition of Corsham
Holding BV.


                                      F-11
<PAGE>


                          NOTE G - 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  adopted  SFAS 141 on  February 1, 2002,  as  permitted  by the new
statement.  The Company now no longer  amortizes  goodwill and other  indefinite
lived  intangible  assets.  The Company will 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.

In June, 2002, the FASB issued  Statement 146,  "Accounting for Costs Associated
with  Exit or  Disposal  Activities".  SFAS  146  replaces  previous  accounting
guidance  provided by EITF 94-3,  "Liability  Recognition  for Certain  Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs Incurred in a  Restructuring)",  and requires companies to recognize costs
associated  with Exit or disposal  activities  only when a  liability  for these
costs are incurred  (subsequent  to a  commitment  to a plan) rather than at the
date of a commitment to an exit or disposal  plan.  Examples of costs covered by
the Statement  include lease  termination  costs and certain employee  severance
costs that are associated with a restructuring,  discontinued operations,  plant
closings,  or other  initiated  after  December  31, 2002.  Although  management
believes  the  adoption  of SFAS  146 will not  have a  material  impact  on the
Company's financial statements,  adoption of the Statement will result in timing
differences in the recognition and measurement of expenses  relating to exit and
disposal activities.

                                      F-12
<PAGE>


                          NOTE H - CONTINGENT LIABILITY

During the period there was a transfer of  intellectual  property  between group
companies at a value of $38,754,351.  This transfer eliminates on consolidation.
The Company has received  independent tax advice that the transfers  referred to
above will not result in a tax  liability but no assurance can be given that the
applicable  tax  authorities  will reach the same  conclusion in the event of an
audit or other regulatory inquiry relating to the transaction.






                                      F-13

<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, quality 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 becoming 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.

         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.  The Company  continues to monitor its
resellers   to  ensure  that  they  meet  the   stringent   INVU   accreditation
requirements,  and  consequently has cut a third of its former resellers that no
longer  meet these  requirements.  The  Company  continues  its  aggressive  VAR

                                       1
<PAGE>

recruitment campaign, and having recruited nine new resellers during the quarter
ended  October 31, 2002,  management  expects to recruit a further eight 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 of
products 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, Centrica,  Persimmon Homes,
Maersk Group, Universal Music Group,  Millfield Partnership Limited,  Rothschild
Bank  Switzerland,   Deloitte  &  Touche,  MAN  Financial  and  Mysis  Financial
Solutions.

         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
continuing.

         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 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.

         Following the successful acquisition of Corsham Holding B.V, whose name
has  now  been  changed  to  INVU   Netherlands   B.V.,   the  Company  now  has
representation in Amsterdam,  Holland. A country manager has been recruited, who
is directed by and responsible to the UK board. Sales opportunities have already
been identified and the first Dutch reseller has been appointed.

         INVU has also  appointed  representatives  in the Middle East, who have
attended trade shows and have generated a number of potential  sales leads.  The
Company  is  supporting  these  efforts  wherever  possible,  but not  incurring
unnecessary overheads.

         Both  the  Dutch  and  Middle  East  ventures   reflect  INVU's  global
aspirations,  whilst  ensuring that tight fiscal controls are exercised over the
business during this period of growth and change.

         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, quality 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 IDC for 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  October 31, 2002,  the Company has
continued to develop its software products.

         Version  5.2 of the  Company's  professional  range of  products,  INVU
Series 100 and Series 200,  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

                                       2
<PAGE>

keyword search all existing documents in the system.  This release also contains
a Microsoft  Office Add-In,  which allows  integration  with 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.  Sales and inquiry  levels of this
product both continue to rise.  Management  believes that the  functionality  of
Series 250 has given the INVU range a much broader  appeal to all its  potential
customer base.

         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  now that the new  enhanced  version  of
"codefree" has been released into the market.

         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 the fourth
quarter of the last  fiscal  year and the first  quarter of the  Current  Fiscal
Year.  The full product  release,  originally  scheduled  for quarter two of the
Current Fiscal Year, has now been  successfully  launched.  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 a key  functionality  that is  comparable  to the
world's most established  document and content  management  solutions,  but at a
significantly lower price.

         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  has taken place
during the  Current  Fiscal  Year.  Full text  retrieval  technology  is already
available  within the latest  release of Series 200 and Series 250,  but INVU is
developing   technology  that  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.

         As  stated in the Form  10QSB  for the  quarter  ended  July 31,  2002,
management decided not to integrate this technology within the latest release of
INVU products and has instead considered the further  wide-ranging  applications
for which this advanced  technology can be utilized.  An agreement was signed on
August 1, 2002 between The Britech Foundation Limited, Smashing Concepts Ltd (an
Israeli company) and INVU Inc. Britech is an  Anglo-Israeli  Government  funding
initiative  concerning  bilateral  co-operation  in  private  sector  industrial
research  and  development.  INVU and  Smashing  Concepts  put  forward  a joint
proposal to develop a web based application that will enable financial  services
organizations  to  interrogate  multiple  data sources  and,  via an  electronic
filtration mechanism, provide highly sophisticated categorization of information
within  pre-determined  parameters.  This will allow  faster  and more  accurate
retrieval  of  relevant  data from which  reliable  decisions  can be made.  The
combination of INVU's proven  technology and that provided by Smashing  Concepts
has  convinced  Britech to invest  nearly  $500,000  into the project.  INVU and
Smashing  Concepts will invest,  in new employees  dedicated to this project and
other  development  expenses,  a similar  amount  between them,  and the project
should  provide an end user solution  within 18 months.  Due to the cutting edge
technology being  developed,  management  expects further  spin-off  benefits to
accrue  which  will  complement  the  Company's   current   product   portfolio.
Encouraging progress has been made on this project, which is currently on budget
and within original timescales.

         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

                                       3
<PAGE>

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,  accounting  for business
combinations and goodwill 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
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 follows the provisions of SFAS No. 14, Business  Combinations  and
SFAS No. 142,  Goodwill and other  Intangible  assets.  The Company  capitalizes
goodwill  arsing as a result of the  acquisition  of a  subsidiary  and does not
amortize this goodwill. The goodwill is subject to an impairment review at least
annually  with any  impairment  provision  being  charged  to the  Statement  of
Operations in the relevant period.

         Invu   follows  the   provisions   of  SFAS  No.  5,   Accounting   for
Contingencies.  SFAS  No.  5  requires  that  an  estimated  loss  from  a  loss
contingency  should be accrued for 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
these is a possibility that a loss has been incurred.

         Results of Operations

         The following is a discussion of the results of operations for the nine
months ended  October 31, 2002,  compared with the nine months ended October 31,
2001,  with further  comparison  between the three months ended October 31, 2002
and the three months ended October 31, 2001,  together with changes in financial
condition during the nine month period ended October 31, 2002.

         Total  revenues  increased  by $315,557 or 87%,  from  $361,672 for the
three  months  ended  October 31, 2001 to $677,229  for the three  months  ended
October 31, 2002, and increased by $634,008 or 60%, from $1,056,827 for the nine
months ended  October 31, 2001 to  $1,690,835  for the nine months ended October
31, 2002. This increase in revenues reflects the Company's  continued  expansion
of its customer  base and the  increasing  awareness of the  Company's  software
products in the market  place.  Management  believes  this further  reflects the
Company's understanding of the requirements of its end users.

         The net loss for the three months ended  October 31, 2002 was $212,941,
which is $200,246 or 48% less than the net loss for the corresponding  period in
fiscal year 2001 of $413,187, mainly due to increased revenues. The net loss for
the nine months ended October 31, 2002 was $898,333,  a decrease of $74,913,  or
8%, from the corresponding period in fiscal year 2001 of $973,246,  again mainly
due to the continued increase in revenues.

                                       4
<PAGE>

         Production  costs consist of royalty fees  associated  with third party
software,  costs  related  to  reproduction,   packaging,  and  distribution  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 as a percentage of total revenues were 10% for
both the three and nine months ended  October 31, 2002  compared to 16% and 15%,
respectively,  during the same  periods in fiscal  year 2001.  Despite the large
increase in sales,  production  costs only increased by $10,138,  or 17%, during
the three  months ended  October 31, 2002  compared to the same period in fiscal
year 2001 and  increased  only  $15,647,  or 10%,  during the nine months  ended
October 31, 2002 compared to the same period in fiscal year 2001.  These changes
reflect the  continued  fall in  production  costs per unit due to  economies of
scale, mass production techniques 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 $54,272 or 29%, and $146,978 or 27%,  respectively,
during the three and nine months  ended  October  31, 2002  compared to the same
periods in fiscal year 2001.  Selling and distribution  costs as a percentage of
total revenues were 35% and 40%, respectively,  during the three and nine months
ended  October 31, 2002 compared to 51% and 50%,  respectively,  during the same
periods in fiscal year 2001.  The  changes  over the  comparable  three and nine
month periods were due to the Company's  re-focussed marketing to the SME sector
in both 2001 and 2002, and costly trade shows and seminars to launch INVU Series
250 and the latest version of INVU Series 200. Again, the increased revenues had
a strong  positive effect on selling and  distribution  costs as a percentage of
total revenues.

         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 $26,377, or 18%, and $147,544, or 39%, respectively,  during the three
and nine months  ended  October 31, 2002  compared to the same periods in fiscal
year 2001. Research and development costs as a percentage of total revenues were
25% and 31%,  respectively,  during the three and nine months ended  October 31,
2002 compared to 40% and 35%, respectively,  during the same periods in 2001. As
net revenues  rise,  research and  development  expenditures  as a percentage of
sales over the comparable  three and nine month periods have fallen in line with
managements  forecasts.  The  Company's  continued  commitment  to research  and
development  is  reflected  in  the  absolute   increase  in  the  research  and
development  expenditures  during  both the three and nine month  periods of the
Current  Fiscal Year when compared to the previous  fiscal year.  This continued
investment in research and  development has provided the recent launch of Series
250, i200, the latest version of Series 200 and Advanced  CodeFree  Integration,
and continued work on the Britech project.  Further  functional  enhancements to
the entire  product  range are also ongoing in order to provide end users with a
product  that  management  believes  has  the  best  combination  of  value  and
performance in its market sector.

         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 $43,437,  or 18%, during the three months ended October 31, 2002
and increased  $141,106,  or 20%, during the nine months ended October 31, 2002,
compared  to the same  periods in fiscal  year 2001.  Administrative  costs as a
percentage of total revenues were reduced to 42% and 51%,  respectively,  during
the three and nine  months  ended  October  31,  2002  compared  to 67% and 68%,
respectively,  during the same periods in fiscal year 2001. The dollar increases
in administrative costs over the comparable three and nine month periods was due
to the Company's  additional legal fees relating to the now settled dispute with
GEM Advisors, Inc., amortization of intangible assets acquired in July 2001, and
an increase in general administrative costs.

         During the three and nine months ended  October 31,  2002,  the Company
incurred net interest expense of $125,097 and $349,299,  respectively,  compared
to net  interest  expense of $144,010  and  $241,479,  respectively,  during the
corresponding  periods in fiscal year 2001.  These movements are entirely due to
increased bank and loan  facilities and the timing thereof.  Management  expects
these costs to fall when additional investment funding is secured.

         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  $1,766,517 at October 31,
2002,  an increase  of $645,915  compared  to  $1,120,602  at January 31,  2002.
Working  capital was negative  $6,525,126 as of October 31, 2002,  compared with
negative  $3,434,581  as of January 31,  2002.  These  changes are mainly due to
increases  in  cash,  accounts  receivable,   inventories,   short  term  credit
facilities, accounts payable, accrued liabilities,  deferred revenue and current
maturities of long term  obligations.  The cash relates to bank balances held by
the Dutch  subsidiary.  The Dutch  subsidiary  acquired in August 2002 has a tax
liability of $1,781,931  which is also responsible for the large increase in the
negative  working capital.  However,  based on professional  advice,  management
believes that this liability will be expunged at January 31, 2003.

                                       5
<PAGE>

         The Company has obtained a short term facility in the principal  amount
of $391,125 from Bank Leumi and convertible loans from Vertical Investments,  an
entity in which Daniel Goldman (a  non-executive  director) has an interest,  in
the aggregate  principal  amount of $275,000  during the nine month period ended
October 31, 2002.  Management believes these facilities and loans will be repaid
from the proceeds of future financings or, for the convertible loans,  converted
into common stock of the Company.

         Total assets of the Company  were  $3,469,482  at October 31, 2002,  an
increase of $1,938,173 compared to $1,531,309 at January 31, 2002. This increase
in total assets is attributable to increases in fixed assets of $10,544, current
assets of  $645,915,  and  intangible  assets and  goodwill of  $1,281,714.  The
goodwill of $1,308,227 at October 31, 2002 is in respect of the  acquisition  of
the Dutch subsidiary in August 2002 which is subject to an impairment  review at
least annually.

         The total current  liabilities  of the Company  increased by $3,736,460
from  $4,555,183  at January 31, 2002 to  $8,291,643  at October 31, 2002.  This
increase  in current  liabilities  is due to an  increase  in short term  credit
facilities  of  $417,024,  mainly as a result  of the Bank  Leumi  advance,  and
increases in current maturities of long-term obligations of $1,062,611, accounts
payable of $51,945, accrued liabilities of $348,949, deferred revenue of $74,000
and  taxation of  $1,781,93.  These  changes  continue to reflect the  Company's
current reliance on short term credit facilities and loan finance, together with
the taxation  liability of the recently  acquired  subsidiary,  which management
believes  will be cleared by tax credits at the end of the Current  Fiscal Year.
Long-term  obligations  less current  maturities  were $1,413,739 at October 31,
2002  compared to $2,093,740 at January 31, 2002 due to the movement of previous
long term obligations that now fall due within twelve months.

         Total  stockholders'  equity  decreased by  $1,118,286  during the nine
month period ended  October 31, 2002 from a deficit of $5,117,614 at January 31,
2002 to a deficit of  $6,235,900 at October 31, 2002.  The Company  continues to
evaluate various financing options, including issuing debt and equity to finance
future  development and marketing of products as the Company has now moved to an
operational stage.

         Financing Management's Plan of Operation

         As a  result  of  the  increase  in  sales  revenues,  the  Company  is
approaching a position whereby it will be able to meet operating expenses out of
current assets. If revenues continue to grow as predicted and assuming that cash
collections are in line with management's  forecasts,  management  believes that
the Company will be in a position to finance the Company's day to day operations
from  internally  generated  working  capital;  however  the  Company is seeking
additional  financing in order to pay down its outstanding  indebtedness  and to
enable the Company to further accelerate its growth both organically and through
acquisition.

         The Company has a $312,900  short-term  credit  facility with an annual
interest rate currently of 6% with an English bank. The amount drawn against the
facility at October 31, 2002 was  $302,102.  This  facility is  currently  under
review by the bank and a decision is expected  before  December  31,  2002.  The
Company  believes  that the facility will be extended.  The Company's  bank also
provided a further  credit  facility of $938,700 in October 2001 by way of notes
payable with monthly  repayments  of $78,225  commencing  in November 2002 until
October 2003.  The November 2002 payment has not been made and the  commencement
date and monthly  repayment values are currently being negotiated as part of the
facility review mentioned above.  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.

         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

                                       6
<PAGE>

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.

         In June 2002,  the  Company  secured a short term  credit  facility  of
$391,125  from Bank Leumi at an interest rate of 3% above the UK bank base rate.
The  credit  facility  is  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.  The
amount drawn against the facility at October 31, 2002 was  $391,125.  The amount
drawn is payable on demand at the bank's  discretion.  The  facility  is due for
review on December 31, 2002.

         On May 24, 1999,  the Government of the United Kingdom of Great Britain
and  Northern  Ireland  and the  Government  of the  State of  Israel  signed an
agreement concerning the bilateral  co-operation of the two countries in private
sector   industrial   research  and  development   and   establishing  a  United
Kingdom-Israel  Industrial  Research  and  Development  Fund,  also known as The
Britech Fund. As a result,  the Company entered into a Co-operation  and Project
Funding  Agreement  on August 1, 2002 with  Smashing  Concepts  Ltd., a software
development  company  based in Israel  ("Smashing  Concepts"),  and The  Britech
Foundation   Limited,   the  non-profit   administrator   of  The  Britech  Fund
("Britech"),  pursuant to which Britech approved a proposal submitted jointly by
the  Company  and  Smashing  Concepts  for the  financial  support of a software
development project between the two companies (the "Project").

         Britech  agreed  to  provide  funds  by   conditional   grant  for  the
implementation of the Project in an amount equal to the lesser of (pound)310,000
(US$484,282) or 50% of the actual  expenditures on the Project (as  contemplated
in the  approved  budget of the  Project).  Such amount will be divided  equally
between the Company  and  Smashing  Concepts.  On August 22,  2002,  the Company
received an initial payment of (pound)71,000  (US$110,916) from Britech. Britech
is required to make an additional  payment of (pound)66,000  (US$103,105) to the
Company after nine months  subject to completion of the  "integration  phase" of
the Project, and Britech will make a final payment of (pound)18,000  (US$28,120)
to the Company  upon the  completion  of the  Project.  The Company and Smashing
Concepts are required to make certain repayments to Britech of the grant amounts
based on the  gross  sales  derived  from the  sale,  leasing  or  marketing  of
innovations  developed during the course of the Project, as well as make certain
royalty  payments  to Britech  based on sales of a patented  products  developed
during  the  course of the  Project.  Additionally,  the  Company  and  Smashing
Concepts are required to pay to Britech a percentage of all  licensing  revenues
achieved from products developed during the course of the Project.

         On August 23, 2002, INVU International Holdings Limited, a wholly-owned
subsidiary of the Company ("INVU  Holdings"),  entered into an Agreement for the
Sale,  Purchase and Transfer of Shares (the  "Agreement)  pursuant to which INVU
Holdings  agreed to  purchase  all of the  issued  and  outstanding  stock  (the
"Corsham Stock") of Corsham Holding B.V., a company incorporated under Dutch law
("Corsham"),   from  B.V.   Holding   Maatschappij   "De  Hondsrug,"  a  company
incorporated under Dutch law ("B.V.  Holding"). In consideration for the Corsham
Stock,  INVU  Holdings  agreed to (i) assume an  aggregate  of (Euro)  3,006,294
(US$2,923,928)  of debt owed by B.V.  Holding  to  Corsham  and (ii) make a cash
payment equal to (Euro)  965,544  (US$939,090)  to B.V.  Holding.  The Agreement
provides  that the  acquisition  of the Corsham  Stock would be  effective as of
August 23, 2002.  The purchase  price for the Corsham Stock was based on the net
asset value of Corsham on August 23,  2002,  as set forth in  Corsham's  balance
sheet,  plus an amount equal to 18.5% of Corsham's net profits  before taxes for
the financial year 2002 through August 23, 2002.

         Pursuant  to the  terms of the  Agreement  for the Sale,  Purchase  and
Transfer of Shares dated as of August 23, 2002, by and among INVU Holdings, B.V.
Holding and Corsham (the "Second Agreement"),  INVU Holdings and Corsham entered
into a Transfer of Trade Secret and Exclusive  License of Know-How  Agreement on
September  6,  2002,  pursuant  to which INVU  Holdings  agreed,  under  certain
conditions,  to transfer confidential  information,  an exclusive license to use
its technology and its business plan to Corsham.  In exchange for such transfer,
Corsham  has  agreed  to  (i)  make a  cash  payment  equal  to  (Euro)  965,544
(US$950,385)  to INVU Holdings and (ii) reduce the debt owed by INVU Holdings to
Corsham by (Euro) 1,330,783 (US$1,309,890).  Pursuant to the terms of the Second
Agreement,  INVU  Holdings and Corsham also entered into an Exclusive  Copyright
and Trademark/Tradename License Agreement on September 6, 2002 pursuant to which
INVU  Holdings  agreed,  inter alia, to grant  exclusive  software and copyright
licenses of certain of its  products to Corsham for an initial  term of four (4)
years. In consideration for such exclusive  licenses,  Corsham has agreed to (i)
reduce  the debt  owed by INVU  Holdings  to  Corsham  by an  additional  (Euro)
1,675,511  (US$1,649,205)  and  (ii) pay an  aggregate  amount  equal to  (Euro)
35,400,661  (US$34,844,871)  to INVU  Holdings,  which amount shall be loaned to
Corsham by INVU  Holdings  pursuant  to a Loan  Agreement  entered  into by INVU

                                       7
<PAGE>

Holdings and Corsham dated as of September 6, 2002. These transactions have been
eliminated  in  the  consolidated   financial  statements.   The  value  of  the
distribution and technology transfer rights licensed to Corsham was based on two
valuations that INVU Holdings  received from independent  accounting  firms. The
Company has received independent tax advice that the transfers referred to above
will not  result  in a tax  liability  but no  assurance  can be given  that the
applicable  tax  authorities  will reach the same  conclusion in the event of an
audit or other regulatory inquiry relating to the transaction.

         The  distribution  and technology  transfer  rights licensed to Corsham
will be  written  down in the  financial  statements  of  Corsham  over a period
commensurate  with standard  accounting  practices in the Netherlands to reflect
depreciation. It is, therefore, anticipated that this transaction will result in
a  substantial  reduction in Corsham's tax  liability in the  Netherlands.  As a
result of this  transaction  the cash  holdings of the INVU group  increased  by
approximately (pound)314,510 (US$478,338).

         Additionally,  INVU Holdings  changed the corporate  name of Corsham to
INVU Netherlands BV.

         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 in order to pay down its outstanding
indebtedness  and to enable the  Company to further  accelerate  its growth both
organically and through  acquisition.  There can, however,  be no assurance 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.

Item 3.  Controls and Procedures

         Within  90  days  prior  to the  date  of  this  quarterly  report,  an
evaluation was performed under the supervision and with the participation of the
Company's  management,  including the CEO and CFO, of the  effectiveness  of the
design and operation of the Company's disclosure controls and procedures.  Based
on that  evaluation,  the  Company's  management,  including  the  CEO and  CFO,
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material  information relating to the Company (including
its consolidated subsidiaries) required to be included in the Company's periodic
SEC reports.  There have been no significant  changes in the Company's  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of their evaluation.

                                       8
<PAGE>




PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

     None

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.

         On August 23, 2002, INVU International Holdings Limited, a wholly-owned
subsidiary of the Company ("INVU  Holdings"),  entered into an Agreement for the
Sale,  Purchase and Transfer of Shares (the  "Agreement)  pursuant to which INVU
Holdings  agreed to  purchase  all of the  issued  and  outstanding  stock  (the
"Corsham Stock") of Corsham Holding B.V., a company incorporated under Dutch law
("Corsham"),   from  B.V.   Holding   Maatschappij   "De  Hondsrug,"  a  company
incorporated under Dutch law ("B.V.  Holding"). In consideration for the Corsham
Stock,  INVU  Holdings  agreed to (i) assume an  aggregate  of (Euro)  3,006,294
(US$2,923,928)  of debt owed by B.V.  Holding  to  Corsham  and (ii) make a cash
payment equal to (Euro)  965,544  (US$939,090)  to B.V.  Holding.  The Agreement
provides  that the  acquisition  of the Corsham  Stock would be  effective as of
August 23, 2002.  The purchase  price for the Corsham Stock was based on the net
asset value of Corsham on August 23,  2002,  as set forth in  Corsham's  balance
sheet,  plus an amount equal to 18.5% of Corsham's net profits  before taxes for
the financial year 2002 through August 23, 2002.

         Pursuant  to the  terms of the  Agreement  for the Sale,  Purchase  and
Transfer of Shares dated as of August 23, 2002, by and among INVU Holdings, B.V.
Holding and Corsham (the "Second Agreement"),  INVU Holdings and Corsham entered
into a Transfer of Trade Secret and Exclusive  License of Know-How  Agreement on
September  6,  2002,  pursuant  to which INVU  Holdings  agreed,  under  certain
conditions,  to transfer confidential  information,  an exclusive license to use
its technology and its business plan to Corsham.  In exchange for such transfer,
Corsham  has  agreed  to  (i)  make a  cash  payment  equal  to  (Euro)  965,544
(US$950,385)  to INVU Holdings and (ii) reduce the debt owed by INVU Holdings to
Corsham by (Euro) 1,330,783 (US$1,309,890).  Pursuant to the terms of the Second
Agreement,  INVU  Holdings and Corsham also entered into an Exclusive  Copyright
and Trademark/Tradename License Agreement on September 6, 2002 pursuant to which
INVU  Holdings  agreed,  inter alia, to grant  exclusive  software and copyright
licenses of certain of its  products to Corsham for an initial  term of four (4)
years. In consideration for such exclusive  licenses,  Corsham has agreed to (i)
reduce  the debt  owed by INVU  Holdings  to  Corsham  by an  additional  (Euro)
1,675,511  (US$1,649,205)  and  (ii) pay an  aggregate  amount  equal to  (Euro)
35,400,661  (US$34,844,871)  to INVU  Holdings,  which amount shall be loaned to
Corsham by INVU  Holdings  pursuant  to a Loan  Agreement  entered  into by INVU
Holdings and Corsham  dated as of September 6, 2002. . These  transactions  have
been  eliminated  in the  consolidated  financial  statements.  The value of the
distribution and technology transfer rights licensed to Corsham was based on two
valuations that INVU Holdings  received from independent  accounting  firms. The
Company has received independent tax advice that the transfers referred to above
will not  result  in a tax  liability  but no  assurance  can be given  that the
applicable  tax  authorities  will reach the same  conclusion in the event of an
audit or other regulatory inquiry relating to the transaction..

         The  distribution  and technology  transfer  rights licensed to Corsham
will be  written  down in the  financial  statements  of  Corsham  over a period
commensurate  with standard  accounting  practices in the Netherlands to reflect
depreciation. It is, therefore, anticipated that this transaction will result in
a  substantial  reduction in Corsham's tax  liability in the  Netherlands.  As a
result of this  transaction,  the cash  holdings of the INVU group  increased by
approximately (pound)314,510 (US$478,338).

         Additionally,  INVU Holdings  changed the corporate  name of Corsham to
INVU Netherlands BV.

                                       9
<PAGE>

         The Company previously disclosed that it would file a Form 8-K with the
required Corsham financial statements and pro-forma information; however, it has
determined that such filing is not required.

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

     None

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).

10.10+   Co-operation and Project Funding Agreement, dated as of August 1, 2002,
         by and between The Britech Foundation Limited and Smashing Concepts Ltd
         and INVU Inc.  (incorporated  by reference  from  Exhibit  10.10 of the
         Company's Quarterly Report on Form 10-QSB filed September 16, 2002).

10.11    Agreement  for the Sale,  Purchase and Transfer of Shares,  dated as of
         August 23,  2002,  between  and among  B.V.  Holding  Maatschappij  "De
         Hondsrug," INVU  International  Holdings  Limited,  and Corsham Holding
         B.V.  (incorporated  by reference  from Exhibit  10.11 of the Company's
         Quarterly Report on Form 10-QSB filed September 16, 2002).

10.12    Agreement  for the Sale,  Purchase and Transfer of Shares,  dated as of
         August 23,  2002,  between  and among B. V.  Holding  Maatschappij  "De
         Hondsrug," and INVU  International  Holdings  Limited  (incorporated by
         reference from Exhibit 10.12 of the Company's  Quarterly Report on Form
         10-QSB filed September 16, 2002).

                                       10
<PAGE>

10.13    Exclusive  Copyright  and  Trademark/Tradename  License,  dated  as  of
         September 6, 2002, between INVU International Holdings Ltd. and Corsham
         Holding  B.V.  (incorporated  by reference  from  Exhibit  10.13 of the
         Company's Quarterly Report on Form 10-QSB filed September 16, 2002).
10.14    Transfer of Trade Secret and Exclusive  License of Know-How  Agreement,
         dated as of September 6, 2002, between INVU International Holdings Ltd.
         and Corsham Holding B.V.  (incorporated by reference from Exhibit 10.14
         of the Company's  Quarterly  Report on Form 10-QSB filed  September 16,
         2002).

10.15    Loan   Agreement,   dated  as  of  September  6,  2002,   between  INVU
         International  Holdings Ltd. and Corsham Holding B.V.  (incorporated by
         reference from Exhibit 10.15 of the Company's  Quarterly Report on Form
         10-QSB filed September 16, 2002).

10.16*   Loan  Agreement,  dated  as of June 13,  2002,  between  INVU  Services
         Limited and Bank Leumi (UK) plc.

99.1*    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

_______________________
*Filed herewith
+Confidential  materials  deleted and filed  separately  with the Securities and
Exchange Commission


                                       11
<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:    December 16, 2002         By: /s/ David Morgan
                                      ----------------------------------------
                                      David Morgan, President & Chief Executive
                                      Officer
                                      (Principal Executive Officer)


Date:     December 16, 2002        By: /s/ John Agostini
                                      ----------------------------------------
                                      John Agostini, Vice President-Chief
                                      Financial Officer & Secretary
                                      (Principal Financial Officer)





                                      S-1
<PAGE>


            Certification Pursuant to Rules 13a-14 and 15d-14 of the
                  Securities Exchange Act of 1934, as amended

I, David Morgan, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of INVU, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date: December 16, 2002
                                          By: /s/ David Morgan
                                             ---------------------------------
                                             David Morgan
                                             President & Chief Executive Officer



<PAGE>


I, John Agostini, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of INVU, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: December 16, 2002
                                          By:  /s/ John Agostini
                                             ----------------------------------
                                             John Agostini
                                             Vice President & Chief Financial
                                             Officer

<PAGE>



                                INDEX TO 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).


10.10+   Co-operation and Project Funding Agreement, dated as of August 1, 2002,
         by and between The Britech Foundation Limited and Smashing Concepts Ltd
         and INVU Inc.  (incorporated  by reference  from  Exhibit  10.10 of the
         Company's Quarterly Report on Form 10-QSB filed September 16, 2002).

10.11    Agreement  for the Sale,  Purchase and Transfer of Shares,  dated as of
         August 23,  2002,  between  and among  B.V.  Holding  Maatschappij  "De
         Hondsrug," INVU  International  Holdings  Limited,  and Corsham Holding
         B.V.  (incorporated  by reference  from Exhibit  10.11 of the Company's
         Quarterly Report on Form 10-QSB filed September 16, 2002).

10.12    Agreement  for the Sale,  Purchase and Transfer of Shares,  dated as of
         August 23,  2002,  between  and among B. V.  Holding  Maatschappij  "De
         Hondsrug," and INVU  International  Holdings  Limited  (incorporated by
         reference from Exhibit 10.12 of the Company's  Quarterly Report on Form
         10-QSB filed September 16, 2002).

                                      E-1
<PAGE>

10.13    Exclusive  Copyright  and  Trademark/Tradename  License,  dated  as  of
         September 6, 2002, between INVU International Holdings Ltd. and Corsham
         Holding  B.V.  (incorporated  by reference  from  Exhibit  10.13 of the
         Company's Quarterly Report on Form 10-QSB filed September 16, 2002).
10.14    Transfer of Trade Secret and Exclusive  License of Know-How  Agreement,
         dated as of September 6, 2002, between INVU International Holdings Ltd.
         and Corsham Holding B.V.  (incorporated by reference from Exhibit 10.14
         of the Company's  Quarterly  Report on Form 10-QSB filed  September 16,
         2002).

10.15    Loan   Agreement,   dated  as  of  September  6,  2002,   between  INVU
         International  Holdings Ltd. and Corsham Holding B.V.  (incorporated by
         reference from Exhibit 10.15 of the Company's  Quarterly Report on Form
         10-QSB filed September 16, 2002).

10.16*   Loan  Agreement,  dated  as of June 13,  2002,  between  INVU  Services
         Limited and Bank Leumi (UK) plc.

99.1*    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
_______________________
*Filed herewith
+Confidential  materials  deleted and filed  separately  with the Securities and
Exchange Commission.



                                      E-2