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

                                   FORM 10-QSB
                               ------------------

(Mark One)
[x]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2001
[ ]  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 September 5, 2001 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>
<TABLE>
<CAPTION>


                                                        INVU, INC.

                                                       July 31, 2001

                                                           INDEX

                                                                                                                  Page No.

<S>      <C>                                                                                                           <C>

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

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

                  Consolidated Balance Sheets as of July 31, 2001......................................................F-2

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

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

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

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

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

PART II. OTHER INFORMATION...............................................................................................6

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

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

</TABLE>


<PAGE>



CONSOLIDATED FINANCIAL STATEMENTS

INVU, INC. AND SUBSIDIARIES

JULY 31, 2001














                                      F-1

<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------

                                                                                      July 31,    January 31,
                                                                                          2001           2001
                                                                                   (unaudited)
                                                                                             $              $
<S>                                                                                  <C>            <C>

ASSETS

Current assets
Accounts receivable:
  Trade, net                                                                           641,492        310,098
  VAT recoverable and other                                                             19,749          5,847
Inventories                                                                             45,240         35,150
Prepaid expenses                                                                        66,912        105,242
                                                                                     ---------      ---------
Total current assets                                                                   773,393        456,337
                                                                                     ---------      ---------
Equipment, furniture and fixtures
Computer equipment                                                                      90,592         82,989
Vehicles                                                                               290,145        289,970
Office furniture and fixtures                                                          100,700        102,350
                                                                                     ---------      ---------

                                                                                       481,437        475,309

Less accumulated depreciation                                                          190,759        163,364
                                                                                     ---------      ---------
                                                                                       290,678        311,945
                                                                                     ---------      ---------

Intangible assets                                                                      142,520              -

                                                                                     ---------      ---------
                                                                                     1,206,591        768,282
                                                                                     =========      =========

LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY

Current liabilities
Short-term credit facility                                                           1,344,287      1,682,975
Current maturities of long-term obligations                                          1,552,017         69,624
Accounts payable                                                                       356,974        544,524
Accrued liabilities                                                                    463,837        415,239

                                                                                     ---------      ---------
Total current liabilities                                                            3,717,115      2,712,362
                                                                                     ---------      ---------

Long-term obligations, less current maturities                                       1,894,156      1,962,635

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                                                                 (6,370,511)    (5,810,452)
Accumulated other comprehensive income                                                 219,608        157,514

                                                                                     ---------      ---------
                                                                                    (4,404,680)    (3,906,715)
                                                                                     ---------      ---------

                                                                                     1,206,591        768,282
                                                                                     =========      =========


=============================================================================================================
</TABLE>

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

                                      F-2
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                                                           For the three                   For the six
                                                            months ended                  months ended
                                                       July 31,       July 31,        July 31,       July 31,
                                                           2001           2000            2001           2000
                                                    (unaudited)    (unaudited)     (unaudited)    (unaudited)
                                                              $              $               $              $
<S>                                                  <C>            <C>             <C>            <C>

Revenues                                                393,139         41,376         695,155         54,319

Expenses:
Production cost                                          75,073         14,265         100,775         23,135
Selling and distribution cost                           154,993        205,750         348,039        398,339
Research and development cost                           116,430         59,470         229,889        122,602
Administrative costs                                    277,079        246,136         479,042        486,688

                                                     ----------     ----------      ----------     ----------
Total operating expenses                                623,575        525,621       1,157,745      1,030,764
                                                     ----------     ----------      ----------     ----------

Operating loss                                         (230,436)      (484,245)       (462,590)      (976,445)

Other income (expense)
Interest, net                                           (46,760)       (26,794)        (97,469)       (58,111)
Other                                                         -              -               -              -

                                                     ----------     ----------      ----------     ----------
Total other expense                                     (46,760)       (26,794)        (97,469)       (58,111)
                                                     ----------     ----------      ----------     ----------

Loss before income taxes                               (277,196)      (511,039)       (560,059)    (1,034,556)
                                                     ----------     ----------      ----------     ----------

Income taxes                                                  -              -               -              -

                                                     ----------     ----------      ----------     ----------
Net loss                                               (277,196)      (511,039)       (560,059)    (1,034,556)
                                                     ==========     ==========      ==========     ==========
Weighted average shares outstanding:

Basic and Diluted                                    30,386,539     30,206,896      30,386,539     30,206,896
                                                     ==========     ==========      ==========     ==========
Net loss per common share

Basic and Diluted                                         (0.01)         (0.02)          (0.02)         (0.03)
                                                     ==========     ==========      ==========     ==========

==============================================================================================================
</TABLE>

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


                                      F-3
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF DEFICIT IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


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

<S>                                              <C>           <C>         <C>                <C>         <C>              <C>

Balance at January 31, 2001                      30,386,539    1,746,223   (5,810,452)        157,514     (3,906,715)

Comprehensive income (unaudited):
  Foreign currency translation
    adjustment (unaudited)                                -           -             -          62,094        62,094          62,094
  Net loss for the period (unaudited)                     -           -      (560,059)              -       (560,059)      (560,059)
                                                                                                                        ------------
Total comprehensive income (unaudited)                                                                                     (497,965)
                                                ------------ ------------  -----------    ------------   ------------   ============
Balance at July 31, 2001 (unaudited)             30,386,539    1,746,223   (6,370,511)        219,608     (4,404,680)
                                                ============ ============  ===========    ============   ============

</TABLE>



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


                                      F-4
<PAGE>


INVU, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                                                                           For the six
                                                                                          months ended
                                                                                July 31, 2001    July 31, 2000
                                                                                  (unaudited)      (unaudited)
                                                                                            $                $
<S>                                                                                <C>              <C>

Net cash flows used in operating activities
  Net loss during the period                                                        (560,059)      (1,034,556)
  Adjustments to reconcile net loss to net cash used
  in operating activities:
    Depreciation                                                                      55,504           42,862
    Loss on disposal of assets                                                         1,049                -
    Accounts receivable                                                             (356,478)         (76,082)
    Inventories                                                                      (11,060)         (36,072)
    Prepaid expenses                                                                  36,090          (10,788)
    Accounts payable                                                                (175,857)         181,913
    Accrued liabilities                                                               59,370           12,288
                                                                                 ------------      -----------
Net cash used in operating activities                                               (951,441)        (920,435)
                                                                                 ------------      -----------
Cash flows used in investing activities:
  Acquisitions of property and equipment                                             (10,607)         (96,281)
  Acquisition of intangible assets                                                  (143,900)               -
                                                                                 ------------      -----------
Net cash used in investing activities                                               (154,507)         (96,281)
                                                                                 ------------      -----------
Cash flows provided by financing activities:
  Short-term credit facility                                                        (300,216)         373,460
  Borrowings received from notes payable                                           1,459,000          762,570
  Repayment of borrowings                                                            (26,383)         (83,623)
  Principal payments on capital lease                                                (25,742)         (21,041)
                                                                                 ------------      -----------
Net cash provided by financing activities                                          1,106,659        1,031,366
                                                                                 ------------      -----------
Effect of exchange rate changes on cash                                                 (711)         (14,650)
                                                                                 ------------      -----------
Net decrease in cash                                                                       -                -
Cash at beginning of period                                                                -                -

                                                                                 ------------      -----------
Cash at end of period                                                                      -                -
                                                                                 ============      ===========
Supplemental  disclosure of cash flow  information:
 Cash paid during the period for:
  Interest                                                                            60,753           58,100
  Income taxes                                                                             -                -

</TABLE>


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

                                      F-5

<PAGE>


INVU, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


--------------------------------------------------------------------------------
The accompanying  financial statements have been prepared without audit pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America have been  condensed or omitted  pursuant to such rules
and regulations.  These statements  include all adjustments,  consisting only of
normal  recurring  accruals,  considered  necessary for a fair  presentation  of
financial position and results of operations.  The financial statements included
herein should be read in  conjunction  with the financial  statements  and notes
thereto  included in the latest  annual  report on Form  10-KSB.  The results of
operations  for the six month  period  ended July 31,  2001 are not  necessarily
indicative of the results to be expected for the full year.

                          NOTE A - COMPANY DESCRIPTION

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

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

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


                                      F-6

<PAGE>


                             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  $4,404,680  at July 31, 2001 and the Company  had  negative  cash flows from
operations  of  $951,441  for the six months to July 31,  2001.  The  Company is
starting  to generate  revenues  from  operations  and has  obtained  additional
financing  since January 31, 2001  amounting to  $1,459,000.  Operations to date
have been funded principally by equity capital and borrowings. The Company is in
the process of  negotiating  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 - INVENTORIES

Inventories consist of the following:

                                                        July 31,     January 31,
                                                            2001            2001
                                                     (unaudited)
                                                               $               $

Goods for resale                                          45,240          35,150
                                                     ===========     ===========

Goods for resale represent the finished  consolidated  product to be sold to the
end user.

                            NOTE D - INTANGIBLE ASSET

The Company purchased certain assets comprising software,  intellectual property
rights and the customer  list from an  unaffiliated  entity on July 31, 2001 for
$142,520  ((pound)100,000).  This  intangible  is  to  be  amortised,  by  equal
instalments  over a three year period as this is the estimated  useful  economic
life over  which the  Company  expects  to  generate  revenues  from the  assets
acquired.

                       NOTE E - SHORT-TERM CREDIT FACILITY

The Company  has a  $1,140,160  ((pound)800,000)  (January  31, 2001  $1,169,000
((pound)800,000)),  7.5%  short-term  credit  facility with an English bank. The
Company's  bank has agreed to a temporary  increase in the  facility of $285,040
((pound)200,000)  on the basis that further investment  additional to the $1.459
million received in the six months to July 31, 2001 will be obtained in the very
near future.  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 July 31, 2001 was $1,344,287 ((pound)943,227),  (January
31, 2001 $1,682,975  ((pound)1,151,855)).  The amount drawn is payable on demand
at the bank's  discretion.  The credit  facility is due for review at the end of
September 2001.

                                      F-7
<PAGE>


                         NOTE F - LONG-TERM OBLIGATIONS

Long-term obligations at July 31, 2001 and January 31, 2001
<TABLE>
<CAPTION>

                                                                                      July 31,    January 31,
                                                                                          2001           2001
                                                                                   (unaudited)
                                                                                             $              $
<S>                                                                                 <C>             <C>

Non-interest bearing, unsecured loan from an individual,
no stated maturity date                                                                726,337        759,245

4% above Libor rate (Libor rate was 5.25% and 5.72% at July 31, 2001 and January
31,  2001  respectively)  notes  payable to an  English  bank,  monthly  payment
aggregating to (pound)500, maturing in March 2002, collateralized by all
assets of the Company and a limited personal guarantee by a director                     4,276          6,818

4% above Libor rate (Libor rate was 5.25% and 5.72% at July 31, 2001 and January
31,  2001  respectively)  notes  payable to an  English  bank,  monthly  payment
aggregating to (pound)1,333, maturing in June 2004, collateralized by all assets
of  the  Company  and  unlimited  multilateral   guarantees  between  subsidiary
undertakings; a quarterly loan guarantee premium of 1.5% per
annum is payable on 85% of the outstanding balance                                      70,309         81,821

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, with interest rate per annum of 1.5% above
UK bank base rates                                                                     459,000              -

Loan advances from a minority shareholder and their related parties                  1,000,000              -

Capital leases for vehicles, interest ranging from 10.2% - 16.9% with
maturities through 2004                                                                186,251        184,375
                                                                                  ------------      ----------
                                                                                     3,446,173      2,032,259

Less current maturities                                                             (1,552,017)       (69,624)
                                                                                  ------------      ----------
                                                                                     1,894,156      1,962,635
                                                                                  ============      ==========

</TABLE>

                                      F-8



<PAGE>


Scheduled maturities of long-term obligation are as follows:

Year ending July 31,                                                       $

2002                                                               1,552,017
2003                                                               1,104,715
2004                                                                  61,203
2005                                                                   1,900
2006                                                                 726,338
                                                              --------------
                                                                   3,446,173
                                                              ==============


1)       Convertible debentures

All corporate and individual investors are minority shareholders in the Company.

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 $133,166  has been accrued to July 31, 2001  (January 31,
2001 $99,241) in respect of the A and B Convertible Notes.

Any  outstanding  principal not converted or redeemed by the  anniversary  date,
which was August 16,  2000,  will be redeemed  at par plus  interest in the year
2002 upon receipt of 30 days written notice from the Company or the Investors.

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

2)       Convertible loan notes

The investors are a related  party of the minority  shareholder  of the Company.
The  convertible  loan notes are  repayable  at any time within 2 years from the
date of issue.  They are convertible into common shares 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 provided that 45 days notice has been given.


                                      F-9
<PAGE>


3)       Capital leases

The Company leases vehicles under noncancellable capitalized leases.

                                                    July 31,     January 31,
                                                        2001            2001
                                                 (unaudited)
                                                           $               $

Vehicles                                             290,145         289,970
Less accumulated depreciation                      (100,055)        (88,902)
                                               -------------    ------------
                                                     190,090         201,068
                                               =============    ============

Scheduled maturities of minimum lease payments are as follows:

Period  ending July 31,                                                    $

2002                                                                  87,351
2003                                                                  95,926
2004                                                                  40,600
                                                                ------------
                                                                     223,877

Less amount representing interest                                     37,626

                                                                ------------
Present value of net minimum lease payments                          186,251
                                                                ============

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


                                      F-10

<PAGE>


                       NOTE G - RELATED PARTY TRANSACTIONS

At July 31, 2001 David  Morgan owed  $19,749  ((pound)13,857)  (January 31, 2001
$5,635  ((pound)3,857)) to the Company.  The maximum liability during the period
amounted to $19,749 and the interest  charge  amounted to $Nil (January 31, 2001
$Nil).

The Company made purchases during the period under normal  commercial terms from
Impakt Software Limited, a company owned by Paul O'Sullivan,  who was a director
of the Company  until July 12,  2000,  and who is a potential  beneficiary  of a
discretionary  trust,  the rest of which  includes  beneficial  ownership of the
Company's common stock. The percentage of Mr O'Sullivan's interest in the assets
of the trust has not been determined. Total purchases amounted to $32,323 in the
three months to July 31, 2001 (Year to January 31, 2001 $85,800) and the balance
owed by the Company at July 31, 2001 was $7,477 (January 31, 2001 $2,233).

                          NOTE H - CONTINGENT LIABILITY

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



                                      F-11

<PAGE>

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

         The  following   description  of   "Management's   Plan  of  Operation"
constitutes  forward-looking  statements  for purposes of the  Securities Act of
1933, as amended (the  "Securities  Act"),  and the  Securities  Exchange Act of
1934, as amended (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",  "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,  2001 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 is simple, intuitive and cost effective, yet powerful.

         The  Company's  objective  is to establish  itself as a leading  global
supplier of information and document management  software and services.  For its
professional  range of  products,  INVU Series 100,  Series 200,  ViewSafe,  and
Series 2000  (formerly  WEBFAST),  the Company  expects to target its  marketing
efforts  initially in the United  Kingdom and the United States on  departmental
users  in  organizations,  distributors  and  resellers.  The  majority  of  the
Company's  development  and  marketing  resources  are now  directed at its fast
growing  and  higher  margin  small/medium  size  enterprise  (SME)  market  and
corporate professional series of products.

         In November  1999,  Management  decided to adopt a value added reseller
(VAR) model for sales of its professional  range in the U.K. The Company is also
pursuing  non-exclusive  distributors  for its  products  in other  territories.
Management  is extremely  encouraged  by the number and quality of the resellers
that have been  recruited  to date to sell the  product.  Each VAR is  currently
engaged, as an accredited  reseller,  at an initial fee of approximately  $3000,
with a recurring annual fee thereafter.  Having now recruited 85 resellers,  the
Company  continues  to monitor  existing  resellers to ensure that they meet the

                                       1
<PAGE>


stringent INVU accreditation requirements.  The Company has recently embarked on
an aggressive VAR  recruitment  campaign,  and  Management  expects to recruit a
further 30 VARs by January 31, 2002.

         As is  typical  in a VAR based  route to market,  some  resellers  have
significantly  higher  early sales  success than others.  INVU's  experience  is
similar,  with a small number of resellers  gaining  notable  success soon after
product adoption.
         The INVU sales  management team has implemented an intensive  marketing
and sales support program with its resellers,  including joint seminars,  direct
mail and joint telephone blitz weeks.

         The success of this ongoing  program has provided many of the recruited
resellers  with a pipeline of end-user  opportunities,  which they are  actively
pursuing with the involvement of Company sales  personnel.  Many newly recruited
resellers are taking sales orders within two weeks of  accreditation.  The level
of end user  inquiries  continues  to grow and  these  inquiries  are now  being
converted into sales at a rapidly  increasing  rate. Even more satisfying is the
increase in average  number of users per sale and the  significant  reduction in
time between first contact and order placement by end users. Management believes
that this reflects the  Company's  brand values of ease of use, high quality and
price  performance.  Together  with the steady  increase in adoption of the INVU
range by SME  companies,  Management is encouraged  by the  continuing  level of
interest  from large  organizations  with  orders  being  received  from  Zurich
Insurance, The Wood Group (part of Tyco Group), States of Jersey Police, Mansell
Construction (a large UK construction company),  Samsung Electronics,  Millfield
Partnership  Limited (a large firm of financial  advisors)  and  Nottingham  Law
School.

         The Company has also progressed  with regard to two Original  Equipment
Manufacture  (OEM)  opportunities  with  Xerox and  Epson UK. As an  Independent
Software Vendor, INVU has been designated as a Xerox Business Partner. Utilizing
Xerox  SDK  (standard   development  kits),  the  Company  has  been  given  the
opportunity to develop  software for the Xerox Document  Centre Range,  of which
70,000 machines are currently in use in the UK. Epson UK and INVU have agreed to
a joint  marketing  strategy,  whereby  Epson UK,  with the  assistance  of INVU
personnel,  has agreed to introduce  the INVU  product line to its  resellers at
formal events to be followed by roadshows.

         During the quarter ended July 31, 2001,  the Company  received  further
orders  from  Universal  Music  Group,  a member of the global  music,  film and
leisure group.  The total value of orders  received to date from Universal Music
Group now exceeds  $258,000,  and further orders are  anticipated by the Company
throughout the remainder of the fiscal year ended January 31, 2002 (the "Current
Fiscal  Year").  INVU's  unique code free  integration  technology  allows it to
integrate  with  Universal  Music Group's JD Edwards  system.  Development  of a
web-based solution for Universal Music Group is currently in progress.

         In addition to Universal  Music Group,  the Company has received repeat
orders from other existing end users.  In addition,  Management is encouraged by
the growing  number of SME companies  that are adopting INVU  products.  This is
seen as continued  vindication of the Company's overall strategy.  The Company's
sales team continues to target these enterprises,  and Management  believes that
its expanding reseller and customer base will generate steadily increasing sales
levels during the remainder of the Current Fiscal Year.

         Throughout  the six  months  ended  July  31,  2001,  the  Company  has
continued to develop its software products.

         The Company's  professional range of products,  INVU Series 100, Series
200 and ViewSafe,  were first introduced in beta format in October 1999. Version
5.1 was released to  distributors  in May 2000, and the latest version 5.1.1 was
released to distributors in March 2001.  Version 5.2 is scheduled to be released
in the fourth fiscal quarter of the Current Fiscal Year. Each subsequent version
has built  upon the  original  premise of ease of use,  functionality  and price
performance.  Enhancements have been added in the light of customer feedback and
technical advances achieved by the Company's development department. Version 5.2
will  contain  the newly  developed  OCR  functionality,  which  works  with all
Microsoft  OfficeTM  file types and  scanned  images.  This  functionality  will
automatically  give keyword search  capability of all existing  documents in the
system.  This  release  will also  contain a Microsoft  Office  Add-In  allowing
integration  with  Microsoft  Office  2000.  This gives INVU the ability to send
items from  outlook to a  user-selectable  in-tray.  It also allow users to save
documents from  Microsoft  WORD,  EXCEL and PowerPoint  straight to INVU filing,
even if these files are created outside of INVU. A separate "Sequential Workflow
Module" is also  planned for release  alongside  Version  5.2.  The  "Sequential
Workflow Module" allows documents,  forms and files to be 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

                                       2
<PAGE>

will be a generic adoption of the bespoke program,  which is already in use with
customers such as Universal  Music Group.  The workflow module to be released is
designed to be customer  friendly  and easy to use.  This will be a separate 5.2
Module,  which when integrated with Version 5.2 will be sold as INVU Series 250,
and charged accordingly.

         The Company has successfully developed a highly sophisticated code free
integration  tool for use with the INVU  professional  range of  products.  This
allows  INVU  products  to be  linked to any other  Windows(TM)  or  Windows(TM)
emulation-based applications.  For instance, an INVU scanned image of a supplier
invoice can be retrieved directly from an accounts software application. 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 unique product provides a significant  competitive  advantage
when compared to other information and document management technologies.  During
the  quarter  ended July 31,  2001,  sales of the  "codefree"  module have again
increased,  and Management expects this trend to continue throughout the Current
Fiscal Year and beyond.

         INVU Series 2000  (formerly  INVU  WEBFAST)  continues to be developed.
This product  allows global access to retrieve,  view,  create or edit, and file
information  via the web.  Management  believes  that this product will form the
basis of future  developments  for many of its existing and future end users. In
view of customer  driven  demands  for various  other  unique  features  for the
existing professional range,  Management now estimates that this product will be
released  to  distributors  in late 2001 or early 2002.  However,  a web browser
"view only"  product,  "i200," is  expected  to be released in the third  fiscal
quarter of the Current Fiscal Year.  Management  believes this  technology  will
place INVU in direct  competition  with the world's  most  established  document
management solutions providers, but at a significantly lower price level.

         As  anticipated,   development  of  a  highly   sophisticated   content
addressable indexing and retrieval system has reached the prototype stage during
the second fiscal quarter of the Current Fiscal Year.  This  development  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.  After  "beta"  trials are  concluded,
Management  expects to launch this product  during the fourth fiscal  quarter of
the Current Fiscal Year.

          Company  software   engineers  have  also  successfully   developed  a
prototype information management internet service. Management believes that this
service  will  allow  advanced  internet  information  management  within  fully
encrypted   secure   databases.   Management   believes  that   individuals  and
corporations  will be able to  store  their  documents  on an INVU  web site and
access and update them in real time, via password and pin number controls,  from
anywhere in the world. Management believes that, although important for the long
term strategy of the business,  this service has a lower priority than both i200
and Series 2000 in the short term.

          INVU's development team has produced a prototype module,  which allows
speech files to be stored within the INVU central database.  As with all records
stored within INVU, these can be attached to other  corresponding  files.  Using
advanced  compression  techniques,  this application is capable of storing 2,800
hours of recorded  sound on a standard 40 gigabyte hard disk.  With the addition
of a "raid card"  attached  to a 10 disk  storage  system,  end users can obtain
28,000 hours of storage space for approximately $2,000. Management believes this
application has widespread  appeal within many different  environments,  such as
call centers, patient records in hospitals,  oral statements for lawyers, police
interviews,  etc.  This  product now joins our growing  portfolio of modules and
enhancements  ready for  release in the  fourth  fiscal  quarter of the  Current
Fiscal Year.

          During the quarter  ended July 31, 2001,  sales were  $393,139,  which
represents an increase of 30% over the previous quarter. It should be noted that
total  operating  expenses  for the six months ended July 31, 2001 are 18% lower
than for the six month period ended January 31, 2001 due to  Management's  focus
on  achieving   break-even  and  then  profitability  as  quickly  as  possible.
Management estimates that the anticipated  additional $500,000 of financing from
an entity affiliated with Daniel Goldman, a non-executive director, will fulfill
the  Company's  capital  requirements  for a period up to the point at which net
sales  revenues  could sustain the Company's day to day  operations.  Management
believes that, subject to this additional investment, monthly break-even will be
achieved

                                       3
<PAGE>

in the third fiscal quarter of the Current Fiscal Year.  Management's  belief is
based on the assumption that the outstanding  loans other than the bank facility
will be converted into equity of the Company.

         In view of the Company's improving financial position and its objective
of reaching a monthly  break-even during the third fiscal quarter of the Current
Fiscal Year,  Management  has again reviewed its resource  requirements  for the
remainder of the Current  Fiscal Year.  Management  recognizes  that  additional
technical  staff will be required in order to fulfill  the  Company's  ambitious
product development plans. There is also a requirement for further sales support
personnel to deal with the ever-increasing  rate of sales inquiries.  Both these
personnel  issues  have  been  addressed,  and new  staff  are  currently  being
recruited.

         Results of Operations

         The following is a discussion of the results of operations  for the six
months  ended July 31, 2001,  compared  with the six months ended July 31, 2000,
and changes in  financial  condition  during the six month period ended July 31,
2001.

         Net sales for the six months ended July 31, 2001 were  $695,155,  which
compares  to $54,319 of net sales for the six months  ended July 31,  2000.  The
Company's strategy of selling its professional range of products via VARs (value
added  resellers)  continues  to be  vindicated  with sales for the three months
ended July 31, 2001  increasing  by over 30% when  compared to the three  months
ended  April  30,  2001.  The INVU  sales  management  team has  implemented  an
intensive  marketing  and sales  support  program  with its  resellers,  and 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.
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.

         The net loss for the six months ended July 31, 2001 was $560,059, which
is significantly less than the net loss for the corresponding  period in 2000 of
$1,034,556,  mainly due to increased sales of $640,836. As compared with the six
months ended July 31, 2000, the Company benefited from reductions in selling and
distribution costs of $50,300,  and administrative costs of $7,646, but incurred
increases in research and development  costs of $107,287 and production costs of
$77,640.

         Selling and distribution  expenditures  reflect the current emphasis on
the Company's  professional  range of products rather than its retail  software.
The Company  continues to invest heavily in the  development of existing and new
products, and, therefore,  has increased expenditures in this area over the last
year. The decreases in administrative  expenditure  during the six months period
ended July 31, 2001 reflect the Company's  continued efforts to control costs in
order to reach  break  even as  predicted  in the third  fiscal  quarter  of the
Current Fiscal Year.  Production  costs per unit have also fallen  significantly
due to economies of scale, mass production techniques and improved supply terms

         In the six month period ended July 31, 2001,  the Company  incurred net
interest  expense of $97,469  compared with net interest  expense of $58,111 for
the six month  period  ended July 31,  2000.  This  increase is entirely  due to
increased  bank  facilities.  Management  expects these costs to fall as soon as
additional investment funding is secured. Interest costs will also decrease when
net  revenues  are  adequate  to generate  net cash  inflows,  which  Management
believes will occur in the third fiscal quarter of the Current Fiscal Year.

         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  $773,393 at July 31,
2001, an increase of $317,056 compared to $456,337 at January 31, 2001.  Working
capital was negative  $2,943,722  as of July 31, 2001,  compared  with  negative
$2,256,025 as of January 31, 2001.  These changes are mainly due to increases in
accounts  receivable and current  maturities of long term obligations,  together
with decreases in short term credit facilities and accounts payable. The Company
has obtained loan advances  (with no stated  maturity date or interest rate) and
convertible  loans from a minority  shareholder and his related parties and from
other entities  totaling  $1,000,000 and $459,000,  respectively, during the six
month  period  ended July 31, 2001.  Management  believes  that this amount will
either be repaid  from the  proceeds  of future  financings  or  converted  into
stockholders'  equity  before the end of the  Current  Fiscal  Year,  which will
significantly reduce the working capital deficit.

                                       4
<PAGE>

         Total  assets of the  Company  were  $1,206,591  at July 31,  2001,  an
increase  of  $438,309  compared  to  $768,282  at  January  31,  2001.  This is
attributable  to decreases  in fixed  assets of $21,267,  an increase in current
assets  of  $317,056,   and  an  increase  in  intangible  assets  of  $142,520,
representing  the acquisition of the source code,  intellectual  property rights
and customer database of a business unaffiliated with the Company.

          The total current  liabilities of the Company  increased by $1,004,753
from  $2,712,362 at January 31, 2001 to $3,717,115 at July 31, 2001.  The change
in current  liabilities is due to decreases in accounts  payable of $187,550 and
short term credit facilities of $338,688 and increases in current  maturities of
long-term  obligations of $1,482,393 and accrued  liabilities of $48,598.  This,
together  with the decrease in long-term  obligations  less current  maturities,
reflects  the  replacement  of  short-term  credit  facilities  with  short term
unsecured  loans and  convertible  loans from a minority  shareholder  and their
related parties of $1,459,000 and the subsequent  repayment of accounts payable.
See "Financing Management Plan of Operation." Long-term obligations less current
maturities  were  $1,894,156  at July 31, 2001 compared to $1,962,635 at January
31, 2001.

         Total  stockholders'  equity decreased by $497,965 during the six month
period ended July 31, 2001 from a deficit of $3,906,715 at January 31, 2001 to a
deficit of  $4,404,680  at July 31,  2001.  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

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

         As of January 31, 1999, the Company had agreed to borrow $656,000 at an
annual interest rate of 8% by way of a secured  short-term loan. In August 1999,
the Company  raised  $1,000,000 by way of a private  placement,  the proceeds of
which were used,  among other things,  to pay off the short-term  loan described
above.  In March 2000,  the Company  received a  non-interest  unsecured loan of
$571,500  from an individual  with no stated  maturity  date. In February  2001,
Goldman Investments  Limited, an entity in which Daniel Goldman, a non-executive
director of the Company, has an interest, lent the Company $1,000,000. No stated
maturity  date or interest  rate or other terms have been  established  for this
advance.  Approximately  $500,000 of the loan was used to reduce the amount owed
by the Company under the short-term  credit  facility  described  above with the
remaining $500,000 used for working capital.  Although the specific terms of the
February advance from Goldman Investments  Limited,  including the interest rate
and  maturity  date,  have  not  been  finalized,  to the  extent  that the loan
ultimately  contains a  conversion  feature,  the  Company  may be  required  to
recognize an accounting charge equal to the amount by which the aggregate market
value of the Common  Stock into which the loan could be  converted  exceeds  the
value of the loan.

          In May,  2001,  the Company  received  loan  advances of $250,000 from
Goldman  Ventures  Limited and $50,000 from Paysage  Investments  Limited,  both
companies in which Daniel Goldman, a non-executive  director of the Company, has
an  interest.  In July,  2001,  the Company  received a further  loan advance of
$50,000 from Goldman  Ventures  Limited,  a company in which Daniel  Goldman,  a
non-executive director of the Company, has an interest.  Also in July, 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 addition,  the Company has a $1,140,160  short-term  credit facility
with an annual  interest rate of 7.5% with an English bank.  The Company's  bank
has agreed to a temporary  increase in the  facility of  $285,040,  on the basis
that further  investment of  approximately  $500,000,  in addition to the $1.459
million  received  in the six months to July 31,  2001,  will be  obtained.  The
Company  believes that it will receive an advance from a Goldman entity for this
amount.  The  Company  intends  to use a portion  of the  $500,000  to repay the
facility  increase of $285,040.  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 July 31, 2001

                                       5
<PAGE>

was $1,344,287.  The amount drawn is payable on demand at the bank's discretion.
The credit facility is due for review at the end of September, 2001.  Management
expects this facility to be renewed at this time.

         Management  estimates  that the  additional  $500,000 of financing will
fulfill the Company's capital requirements for a period up to the point at which
net sales revenues could sustain the Company's day to day operations. Management
believes that, subject to this additional investment, monthly break-even will be
achieved in the third fiscal  quarter of the Current  Fiscal Year.  Management's
belief is based on the assumption that the outstanding loans other than the bank
facility will be converted into equity of the Company. There can, however, be no
assurance that the above transaction will be consummated,  that the Company will
be able to achieve monthly break-even in the third fiscal quarter of the Current
Fiscal Year, or that additional debt or equity  financing will be available,  if
and when needed,  or that, if available,  such  financing  could be completed on
commercially favorable terms. Failure to obtain additional financing if and when
needed, could have a material adverse affect on the Company's business,  results
of  operations  and  financial  condition.   Please  refer  to  Note  B  of  the
Consolidated  Financial  Statements in conjunction with this paragraph regarding
the Company's ability to continue as a going concern.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

     As reflected in the Company's  10-KSB for the fiscal year ended January 31,
2001, a complaint  was filed  against the Company on February  23, 2001,  in the
United States District Court for the Southern  District of New York on behalf of
GEM  Advisors,  Inc.  ("GEM")  seeking  money  damages in the amount of $100,000
together with interest from September 21, 2000, costs, disbursement and attorney
fees. The complaint  relates to a $100,000  demand  promissory note (the "Note")
dated May 1, 2000 and  payable to the order of GEM.  In  response,  the  Company
filed an answer on or about  April 16, 2001  denying  that any amounts are owing
under the Note. It is the Company's position that GEM made a binding election to
convert  unpaid  amounts due under the Note into shares of the Company's  Common
Stock, and that the Company's tender of the share  certificate to GEM, and GEM's
acceptance and retention of the share certificate, fully satisfied the Company's
obligations under the Note and discharged the Company from any further liability
under the Note.

     On August 9, 2001, GEM filed a Motion for Summary  Judgment and the Company
filed a Cross-Motion for Summary Judgment on August 27, 2001. The parties are in
the process of submitting  additional papers in connection with their respective
motions.

Item 2.  Changes in Securities.

     In February,  May and July 2001, entities affiliated with Daniel Goldman, a
non-executive  Director of the Company, made loan advances to the Company in the
aggregate  principal  amount of  $1,350,000.  In July  2001,  Pershing  Nominees
advanced  $84,000 to the  Company and Guernoy  Limited  advanced  $25,000 to the
Company.  Each  advance  was made  pursuant  to  convertible  loans that bear an
interest rate of 1.5% above the UK bank base rate. The principal and interest on
the  loans  are  repayable  at any time  within  24  months of the date of grant
without penalty.  Each entity may convert the loans into shares of the Company's
common  stock at a rate of $0.25 per share at anytime  during a 24 month  period
following  the date of grant  provided  that the  Company has been given 45 days
notice.  The  issuance  of the loans were not,  and the  issuance of shares (the
"Conversion  Shares") of Common  Stock on  conversion  of the loans will not be,
registered   under  the  Securities  Act  in  reliance  on  the  exemption  from
registration  set forth in Section 4(2) of the Securities Act. The  transactions
were  privately  negotiated  transactions  without any general  solicitation  or
advertising. The investors for whom Pershing Nominees is acting, Guernoy Limited
and the Goldman  affiliated  entities are  "sophisticated  investors" within the
meaning of the Securities Act and have access to all information  concerning the
Company needed to make an informed decision with respect to the transactions.

     The  certificates  evidencing  the  Conversion  Shares  will  bear a legend
reflecting  that the  Conversion  Shares  are  subject  to the  restrictions  on
transfer under the Securities Act, including Rule 144 promulgated thereunder.

Item 3.  Default Upon Senior Securities.

     None

                                       6
<PAGE>

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

     None

Item 5.  Other Information.

     None

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

     None

EXHIBITS

10.1     Overdraft Facility,  dated October 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 for the quarter  ended
         July 31, 2000).

10.2     Corporate Guarantee,  dated October 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 for the quarter  ended
         July 31, 2000).

10.3     Debenture,  dated October 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 for the
         quarter ended July 31, 2000).


                                       7
<PAGE>


                                   SIGNATURES

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

                                      INVU, INC.
                                      (Issuer)



Date:    September 14, 2001           By:  /s/ David Morgan
                                         ---------------------------------------
                                         David Morgan, President &
                                         Chief Executive Officer
                                         (Principal Executive Officer)


Date:     September 14, 2001          By:  /s/ John Agostini
                                         ---------------------------------------
                                         John Agostini, Vice President-Chief
                                         Financial Officer & Secretary
                                         (Principal Financial Officer)










                                      S-1
<PAGE>


                                INDEX TO EXHIBITS
(a)  Exhibits

Exhibit
Number                                      Description of Exhibit

10.1     Overdraft Facility,  dated October 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 for the quarter  ended
         July 31, 2000).

10.2     Corporate Guarantee,  dated October 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 for the quarter  ended
         July 31, 2000).

10.3     Debenture,  dated October 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 for the
         quarter ended July 31, 2000).











                                      E-1