SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-QSB

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

(MarkOne)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2000

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


Commission File No. 00-22661

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

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

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

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

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

Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

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

As of September 13, 2000 there were  30,206,896  shares of the common stock,  no
par value, of the registrant issued and outstanding.

Transitional Small Business Disclosure Format (check one)

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



<PAGE>


<TABLE>
<CAPTION>

                                                                  INVU, INC.

                                                                July 31, 2000

                                                                    INDEX

                                                                                                                  Page No.
<S>                                                                                                                    <C>

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

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

                  Consolidated Balance Sheets as of July 31, 2000......................................................F-1

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

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

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

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

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

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

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

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

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

</TABLE>
                                        2

<PAGE>

<TABLE>
<CAPTION>



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

CONSOLIDATED BALANCE SHEETS




                                                                                           July 31,        January 31,
                                                                                               2000               2000
                                                                                        (unaudited)          (audited)
                                                                                                  $                  $

           <S>                                                                          <C>                <C>
           ASSETS

           Current assets
           Accounts receivable:

             Trade, net                                                                      63,319              1,916
             VAT recoverable and other                                                       32,452             22,000
           Inventories                                                                       58,158             25,110
           Prepaid expenses                                                                  21,912             12,390
                                                                                        -----------        -----------
           Total current assets                                                             175,841             61,416

           Equipment, furniture and fixtures
           Computer equipment                                                                53,833             42,450
           Vehicles                                                                         259,082            226,348
           Office furniture and fixtures                                                    102,491             31,096
                                                                                        -----------        -----------
                                                                                            415,406            299,894

           Less accumulated depreciation                                                    109,196             73,135

                                                                                        -----------        -----------
                                                                                            306,210            226,759

                                                                                        -----------        -----------
                                                                                            482,051            288,175
                                                                                        ===========        ===========
           LIABILITIES
           Current liabilities
           Short-term credit facility                                                       744,050            413,247
           Current maturities of long-term obligations                                    1,169,421          1,074,185
           Accounts payable                                                                 292,901            126,204
           Accrued liabilities                                                              195,715            198,529

                                                                                        -----------        -----------
           Total current liabilities                                                      2,402,087          1,812,165


           Long-term obligations, less current maturities                                 1,053,109            525,777

           Deficit in stockholders' equity
           Preferred stock, no par value
           Authorised - 20,000,000 shares; nil shares issued and outstanding                      -                  -
           Common stock, no par value
           Authorised - 100,000,000 shares; issued and outstanding
           - 30,206,896 shares                                                              288,355            288,355
           Accumulated other comprehensive income                                           118,022              6,844
           Accumulated deficit during the development stage                              (3,379,522)        (2,344,966)

                                                                                        ------------       ------------
                                                                                         (2,973,145)        (2,049,767)

                                                                                             482,051            288,175
                                                                                        ============       ============

</TABLE>

           The accompanying notes are an integral part of these statements



                                      F-1


<PAGE>

<TABLE>
<CAPTION>

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

CONSOLIDATED STATEMENT OF OPERATIONS
For the periods ended
                                                                                                                  February 18, 1997
                                            For the three months ended           For the six months ended                  (date of
                                             July 31,         July 31,            July 31,        July 31,            inception) to
                                                 2000             1999                2000            1999            July 31, 2000
                                          (unaudited)      (unaudited)         (unaudited)     (unaudited)              (unaudited)
                                                    $                $                   $               $                        $
<S>                                       <C>              <C>                 <C>             <C>                <C>

Revenues                                       41,376              897              54,319          19,813                   80,312
Expenses:
Production costs                               14,265            1,676              23,135           8,410                  238,293
Selling and distribution costs                205,750           32,437             398,339         105,193                  770,933
Research and development costs                 59,470           94,033             122,602         140,158                  509,727
Administrative costs                          246,136          145,969             486,688         309,040                1,795,619
                                          -----------      -----------         -----------      ----------        ------------------
Total operating expenses                      525,621          274,115           1,030,764         562,801                3,314,572


Operating loss                               (484,245)        (273,218)           (976,445)       (542,988)              (3,234,260)

Other income (expense)
Interest, net                                 (26,794)         (13,700)            (58,111)        (27,317)                (147,625)
Other                                               -                -                   -               -                    2,363
                                           -----------      -----------         -----------      ----------        -----------------
Total other income (expense)                  (26,794)         (13,700)            (58,111)        (27,317)                (145,262)

Loss before income taxes                     (511,039)        (286,918)         (1,034,556)       (570,305)              (3,379,522)
Income taxes                                        -                -                   -               -                        -
                                           -----------      -----------         -----------      ----------        -----------------
Net loss                                     (511,039)        (286,918)         (1,034,556)       (570,305)              (3,379,522)
                                           ===========      ===========         ===========     ===========        =================

Weighted average shares outstanding:
Basic and Diluted                          30,206,896       30,206,896          30,206,896      30,206,896               30,206,896
                                           ===========      ===========         ===========     ===========        =================
Net loss per common share:
Basic and Diluted                              (0.02)            (0.01)              (0.03)          (0.02)                   (0.11)
                                           ===========      ===========         ===========     ===========        =================


</TABLE>

The accompanying notes are an integral part of these statements.


                                      F-2

<PAGE>

<TABLE>
<CAPTION>

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

CONSOLIDATED STATEMENT OF DEFICIT IN STOCKHOLDERS' EQUITY


                                                                                    Accumulated
                                                                                          other
                                             Common stock          Accumulated    Comprehensive                Comprehensive
                                         Shares         Amount         deficit           income        Total          Income
                                                             $               $              $              $               $
<S>                                    <C>            <C>          <C>            <C>               <C>        <C>

February 18, 1997
 (date of inception)                          -              -               -              -              -

Issuance of common stock
 ($1.64 per share)                      176,000        288,640               -              -        288,640


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

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

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

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


Comprehensive income:
  Foreign currency translation
    adjustment                                -              -               -            440            440                    440
  Net loss during the period                  -              -        (217,153)             -       (217,153)              (217,153)
                                                                                                                     ---------------
Total comprehensive loss                                                                                                   (216,713)

Balance at January 31, 1998          30,206,896        288,355        (217,153)           440         71,642


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

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



</TABLE>

The accompanying notes are an integral part of these statements.





                                      F-3
<PAGE>

<TABLE>
<CAPTION>

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

CONSOLIDATED STATEMENT OF DEFICIT IN STOCKHOLDERS' EQUITY (CONTINUED)


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

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

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

Comprehensive income:
  Foreign currency translation adjustment            -              -               -       111,178         111,178        111,178
  (unaudited)
  Net loss during the period (unaudited)             -              -      (1,034,556)            -      (1,034,556)    (1,034,556)
                                                                                                                        -----------
Total comprehensive loss                                                                                                  (923,378)
                                           -----------      ---------     ------------ ------------      -----------    ===========
Balance at July 31, 2000 (unaudited)        30,206,896        288,355      (3,379,522)      118,022      (2,973,145)
                                           ===========      =========     ============ ============      ===========




</TABLE>



The accompanying notes are an integral part of these statements.

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

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

CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                                            Feb 18, 1997
                                                       For the six        For the six           (date of
                                                      months ended       months ended      inception) to
                                                     July 31, 2000      July 31, 1999      July 31, 2000
                                                       (unaudited)        (unaudited)        (unaudited)
                                                                 $                  $                  $
<S>                                                  <C>                <C>                <C>
Net cash flows used in operating activities
 Net loss during the period                            (1,034,556)          (570,305)        (3,379,522)
 Adjustments to reconcile net loss
 to net cash used in operating activities:
  Depreciation                                             42,862             15,866            126,967
  Accounts receivable                                     (76,082)           (17,800)           (99,824)
  Inventories                                             (36,072)             1,635            (65,504)
  Prepaid expenses                                        (10,788)             2,596            (23,610)
  Accounts payable                                        181,913             65,461            308,775
  Accrued liabilities                                      12,288             (2,192)           211,159

Net cash used in operating activities                    (920,435)          (504,739)        (2,921,559)

Cash flows used in investing activities:
 Acquisitions of property and equipment                   (96,281)           (12,484)          (229,534)
 Disposals of property and equipment                            -                  -             19,356

Net cash used in investing activities                     (96,281)           (12,484)          (210,178)

Cash flows provided by financing activities:
 Short-term credit facility                               373,460            (58,384)           784,026
 Borrowings received from notes payable                   762,570            591,300          3,568,564
 Repayment of borrowings                                  (83,623)           (10,794)        (1,439,979)
 Principal payments on capital leases                     (21,041)            (4,899)           (54,275)
 Proceeds from issuance of stock                                -                  -            288,640


 Net cash provided by financing activities              1,031,366            517,223          3,146,976

 Effect of exchange rate changes on cash                  (14,650)                 -            (15,239)

 Net increase 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                                                 58,100             26,800            147,300
  Income taxes                                                  -                  -                  -


</TABLE>

 The accompanying notes are an integral part of these statements.

                                      F-5
<PAGE>


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

NOTES TO  CONSOLIDATED  FINANCIAL  STATEMENTS

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

NOTE A - COMPANY DESCRIPTION

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

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

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

NOTE B - GOING CONCERN

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

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

                                      F-6

<PAGE>

NOTE C - INVENTORIES

Inventories consist of the following:

                                                  July 31,       January 31,
                                                      2000              2000
                                                unaudited)         (audited)
                                                         $                 $

Licensed goods                                      19,222            25,110
Goods for resale                                    38,936                 -
                                                ----------       -----------
                                                    58,158            25,110
                                                ==========       ===========

Licensed goods represent  software licenses purchased by the Company which allow
the Company to  manufacture  and  distribute  a separate  company's  proprietary
software  products  in  conjunction  with and as an  embedded  component  of the
Company's  proprietary  software.   Goods  for  resale  represent  the  finished
consolidated product to be sold to the end user.

NOTE D - short-term credit facility

The  Company  has a  $1,200,000  ((pound)800,000)  (January  31,  2000  $486,000
((pound)300,000)) 7.5% (January 31, 2000 10%) 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 was $744,050  ((pound)496,033) at July 31, 2000,  ($413,247
((pound)255,091)  at January 31, 2000). The amount drawn is payable on demand at
the bank's discretion.










                                      F-7

<PAGE>


NOTE E - long-term obligations
<TABLE>
<CAPTION>

Long-term obligations at July 31, 2000 and January 31, 2000.

                                                                                           July 31,        January 31,
                                                                                               2000               2000
                                                                                        (unaudited)          (audited)
                                                                                                  $                  $
<S>                                                                                     <C>                <C>

Non-interest bearing, unsecured loans from an individual, no
stated maturity date                                                                        840,957            298,009

4% above Libor rate (Libor rate was 6.1875% and 5.75% at
July 31, 2000 and January 31, 2000 respectively) notes
Payable to an English bank , monthly payment aggregating to
(pound)500, maturing in March 2002, collateralized by all assets of the
Company and a limited personal guarantee by a director                                       10,000             22,107

4% above Libor rate (Libor rate was 6.1875% and 5.75% at
July 31, 2000 and January 31, 2000 respectively) notes
Payable to an English bank, monthly payment aggregating to
(pound)1,333, maturing in June 2004, collateralized by all assets of the
Company and unlimited multilateral guarantees between
subsidiary undertakings; a quarterly loan guarantee premium of
1 1/2% per annum is payable on 85% of the outstanding balance                                94,000            114,480


Convertible A Note 1999-2002, with interest at 6%;
Interest due in arrears biannually on January 1 and July 1 (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 (1)                                                      400,000            400,000



Unsecured loan advance from a potential investor repayable on
demand bearing interest of 3% per annum                                                     100,269                  -

Capital leases for vehicles, interest ranging from 10.2% - 16.9%
with maturities through 2004                                                                177,304            165,366


                                                                                        -----------         ----------
                                                                                          2,222,530          1,599,962




Less current maturities                                                                  (1,169,421)        (1,074,185)
                                                                                        -------------       -----------
                                                                                          1,053,109            525,777
                                                                                        =============       ===========

</TABLE>





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

                                      F-8

<PAGE>

Convertible debentures

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

i)   immediately prior to an Initial Public Offering

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

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

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

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

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

Scheduled maturities of long-term obligation are as follows:


Period ending July 31,                                                    $

2001                                                              1,169,421
2002                                                                 61,090
2003                                                                103,698
2004                                                                 47,364
2005                                                                      -
Thereafter                                                          840,957
                                                                  ---------
                                                                  2,222,530
                                                                  =========


                                      F-9

<PAGE>



The Company leases vehicles under non-cancellable capitalized leases.

                                                  July 31,        January 31,
                                                      2000               2000
                                               (unaudited)          (audited)
                                                         $                  $

Vehicles                                           259,082            226,348

Less accumulated depreciation                      (54,865)           (30,958)
                                                -----------       ------------
                                                   204,217            195,390
                                                ===========       ============

The following is a schedule by periods of future  minimum lease  payments  under
the capital  leases  together  with the present  value of the net minimum  lease
payments as at July 31, 2000.

Period ending July 31,                                                      $

2001                                                                   56,723
2002                                                                   51,995
2003                                                                   90,297
2004                                                                   26,532
Thereafter                                                                  -
                                                                      -------
                                                                      225,547
Less amount representing interest                                     (48,243)
                                                                      -------
Present value of net minimum lease payments                           177,304
                                                                      =======


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

                                       F-10

<PAGE>



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

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

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

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

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

         Throughout the half year ended July 31, 2000, the Company  continued to
develop its software  products.  The Company's  first  product,  INVU SOLO,  was
released to distributors in December 1998 and sales to the SOHO market commenced
in January  1999.  Management  was satisfied  with the initial  response to this
product, but in view of comments and advice received from retailers,  decided to
re-launch  more  suitably  packaged and targeted  products for the personal user
market.  Two new products were  released to retailers in March 2000.  The first,
"WebServant,"  enables web users to quickly and easily build a personal  library
from the internet with a competitive price of less than

                                       1
<PAGE>


$50.  This  product's  key  features  are the simple  downloading,  storing  and
organization of web pages,  enabling on or off-line  browsing and fast retrieval
of  previously  stored  information.  The second  product,  "FileServant,"  is a
re-launch of the original INVU SOLO product with additional  features  including
the  aforementioned  web technology.  Both these products are now on sale in the
retail  outlets  in the U.K.  and two major  in-store  product  promotions  have
generated  increased  sales  and,  management  believes,  brand  awareness.  The
anticipated funding in quarter three will provide the Company with the resources
to add further impetus to its retail marketing strategy.

         The first  production  release of INVU Series 100, Series 200 (formerly
INVU  PRO),  and  ViewSafe  (collectively  known as "the  professional  range of
products") was made on October 5, 1999 to an exclusive distributor in the United
Kingdom,  and sales to end users were anticipated in October 1999. However,  the
exclusive  distributor  went into  administrative  receivership  in October 1999
before any product orders had been fulfilled.  Although no significant financial
loss has accrued to the  Company,  the closure of this  distribution  outlet has
meant a change  in sales  and  marketing  strategy  in the  United  Kingdom.  In
response,  management  decided to directly recruit resellers while also pursuing
non-exclusive  distributors  for the  products.  The  number of early  resellers
sign-ups has been encouraging with over 30 INVU resellers already recruited. The
adoption of the product by Northampton  Chamber of Commerce for  distribution to
their member companies and to other Chambers of Commerce throughout the U.K. has
been similarly  satisfying.  Management  expects the impact of sales through the
Chamber of Commerce to be significant.  With 1500 member companies in the County
of Northamptonshire  alone and 180,000 member enterprises  throughout the United
Kingdom, this potentially huge sales opportunity is being very actively pursued.
The Company expects its first orders during quarter three 2000.

         Most  of the  recruited  resellers  now  have a  pipeline  of  end-user
opportunities  which they are actively  pursuing with the involvement of Company
sales personnel. The level of end user inquiries is constantly growing and these
inquiries are now being converted into sales at a steadily  increasing rate. The
Company now has a number of high profile end user sites including  Barclays Life
(a pensions  subsidiary of a UK bank),  Sussex  Police (a large law  enforcement
agency in the south of  U.K.),  Williams  PLC (a major  engineering  group)  and
Siemens Traffic Controls  Systems (a subsidiary of Siemens Group).  In addition,
management  believes that there are a growing  number of SME companies for which
the INVU range of  products  are ideally  suited.  The  Company's  sales team is
targeting these enterprises.  Management believes that its direct sales team and
expanding  reseller base will  continue to generate  steadily  increasing  sales
levels during the second half of year 2000.

         The Company has successfully developed a highly sophisticated code free
integration  tool for use with the INVU  range of  products.  This  allows  INVU
products to be linked to any other Windows(TM) based applications. For instance,
an INVU scanned  image of a supplier  invoice can be retrieved  directly from an
accounts  application.  This is achieved  without the need for further  software
development,  and gives INVU resellers the ability to add considerable  value to
the INVU  offering  without the  difficulty  of hiring and managing  development
programmers.  Management believes that this tool gives the Company a significant
competitive  advantage.  It is  anticipated  that  sales  of this  product  will
commence in quarter three 2000.

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

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

         Throughout  the current  quarter,  management  has continued to develop
relationships  with  potential  investors.  This has  resulted in  proposals  to
provide  additional  funding as described  in  "Financing  Management's  Plan of
Operations."

         Results of Operations

         The  following is a  discussion  of the results of  operations  for the
six months ended July 31, 2000, compared

                                       2
<PAGE>

with the six months  ended July 31,  1999,  and changes in  financial  condition
during the six month period ended July 31, 2000.

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

         Net sales for the six months  ended July 31,  2000 were  $54,319  which
compares to $19,813  sales for the six months ended July 31, 1999.  In addition,
sales  with a value of  $66,284  have  been  deferred  to  future  periods.  The
Company's  strategy to sell its  professional  range of products via VARs (value
added  resellers)  has taken time to sign up the  requisite  number of  dealers.
However,  the Company has now registered over 30 resellers throughout the UK and
Ireland,  and sales  leads are now being  generated  from a variety  of end user
companies.  Management is also  encouraged by the interest shown in its products
by large multi-national  companies with specific requirements for a functionally
rich product at a very competitive  price. The net loss for the six months ended
July 31, 2000 was $1,034,556,  which exceeds the net loss for the  corresponding
period in 1999 of $570,305 due to increases in selling and distribution costs of
$293,146  ,  administrative  costs of  $177,648,  production  costs of  $14,725,
interest expense of $30,794, and a decrease in research and development costs of
$17,556.

         Selling and distribution  expenditures  reflect the Company's continued
investment  in personnel  and sales and marketing  activities,  including  trade
shows, product launch and advertising costs. The position of Sales and Marketing
Director  was filled in July with the  appointment  of Jon  Halestrap,  a highly
experienced information management professional.

          As the Company moves from development  stage to an operational  stage,
the administrative  infrastructure has been expanded to cope with the additional
demands placed on the business.  A number of additional  support staff have been
employed and the Company moved into larger premises in March 2000.  Accompanying
this move was an increase in premises and infrastructure costs. In addition, the
emphasis on fundraising to support the Company's  growth  strategy has generated
considerable  fees from the Company's  professional  advisors.  This significant
expense,  however, should be compared to the anticipated inflow of investment in
quarter three 2000.

          Further  technical  support  resources  have been  acquired  to ensure
adequate  testing  of  new  products,  reseller  support,  and  further  product
development  work.  Further  additions  to  technical  personnel  are planned in
quarter three 2000.

         In the six month period ended July 31, 2000,  the Company  incurred net
interest  expense of $58,111  compared with net interest  expense of $27,317 for
the six month period ended July 31, 1999. On August 23, 1999, the Company raised
$1,000,000  in a private  placement of  Convertible  Notes that bear interest at
rates  between 6% and 10%, as described  below.  These loans and notes  together
with increased bank  facilities and loans have,  therefore,  resulted in greater
interest payments.

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

         The total current assets of the Company were $175,841 at July 31, 2000,
an increase of $114,425 compared to $61,416 at January 31, 2000. Working capital
was negative  $2,226,246 as of July 31, 2000,  compared with negative $1,750,749
as of  January  31,  2000.  These  changes  are  due to  increases  in  accounts
receivable,  inventories and prepaid expenses,  and  corresponding  additions to
accounts payable,  short term credit facilities,  and current maturities of long
term liabilities.

         Total assets of the Company were $482,051 at July 31, 2000, an increase
of $193,876  compared to $288,175 at January 31, 2000.  This is  attributable to
increases in fixed assets of $79,451 and current assets of $114,425.

         The total current liabilities of the Company increased by $589,922 from
$1,812,165  at January 31, 2000 to  $2,402,087  at July 31, 2000.  The change in
current  liabilities  is due to  increases  in  accounts  payable  of  $166,697,
short-term  credit  facilities  of $330,803 and current  maturities of long-term
obligations  of  $95,236.   This,   together  with  the  increase  in  long-term
obligations less current maturities of $527,332,  reflects the Company's efforts
to raise  both  short-term  facilities  and long  term  funding  to  bridge  the
intervening period prior to the expected investments in quarter

                                       3
<PAGE>


three 2000.  Long-term  obligations  less current  maturities were $1,053,109 at
July 31,  2000  compared  to  $525,777  at January  31,  2000,  mainly due to an
additional non-interest unsecured loan from a private investor of $571,500.

         Total  stockholders'  equity decreased by $923,378 during the six month
period ended July 31, 2000 from a deficit of $2,049,767 at January 31, 2000 to a
deficit of  $2,973,145  at July 31,  2000.  The  Company  continues  to evaluate
various financing  options,  including issuing debt and equity to finance future
development and marketing of products during the transitional period from now to
sales maturity.

                  Financing Management's Plan of Operation

         As of February 2, 1999, the Company had agreed to borrow $656,000 at an
annual interest rate of 8% by way of a secured  short-term loan. In August 1999,
the Company  raised  $1,000,000 by way of a private  placement,  the proceeds of
which were used,  among other things,  to pay off the short-term  loan described
above.  This private  placement is described in the  Company's  Annual Report on
Form 10-KSB for the year ended  January 31, 2000 under "Item 1.  Description  of
Business  -  The  First   Financing   Transaction   and  The  Second   Financing
Transaction." In March 2000, the Company received a non-interest  unsecured loan
of $571,500 from an individual  with no stated  maturity date. In addition,  the
Company had a $468,000,  10% short-term credit facility with an English bank. On
July 27, 2000,  this facility was replaced with a  $1,200,000,  7.5%  short-term
credit facility with another English bank. The amount drawn against the facility
as of July 31, 2000 was $744,050. This amount is due for review in July 2001 and
is secured by the  Company's  subsidiaries'  cross  guarantees  and a  corporate
guarantee from Vertical  Investments Limited, a company in which Daniel Goldman,
a director, has a beneficial interest.

         In March  2000,  the Company  retained a placement  agent to advise and
assist the Company in conducting a private placement. It is anticipated that the
placement  will occur  during the third  quarter of this  fiscal  year and raise
approximately $10,000,000.  Any securities offered in such placement will not be
or will not have been registered under the Securities Act, as amended,  and thus
may not be  offered  or sold in the  United  States  absent  registration  or an
applicable exemption from such registration requirements.

         In July 2000, the Company and GEM Global Yield Fund Limited ("GEM") had
reached an  agreement  to amend and  restate a  Convertible  Debenture  Purchase
Agreement to reflect certain changes following discussions with the staff of the
Securities and Exchange  Commission  (the "SEC").  Prior to  finalization of the
amended  agreement and the Form S-1 registration  statement to be filed with the
SEC  pursuant  thereto,  the  Company's  was  informed by GEM that GEM wanted to
reduce the  principal  amount of  debentures  to be  purchased  pursuant  to the
amended  agreement to US$750,000 as a result of the Company's then current share
price  and  the  trading  volume  in  the  Company's   stock.  The  Company  has
communicated to GEM that it considers that such a reduction in GEM's  commitment
to be so  material  as to make it in the best  interest  of the  Company  not to
proceed  with a  financing  transaction  with  GEM at this  reduced  transaction
amount.

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

                                       4
<PAGE>



PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

     There were no legal  proceedings  for the  quarter  ended July 31, 2000 but
reference  is made to Part II Item 1 of the  Company's  10-QSB  for the  quarter
ending April 30, 2000.

Item 2.  Changes in Securities.

     None

Item 3.  Default Upon Senior Securities.

     None

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

     None

Item 5.  Other Information.

     In July 2000,  Paul O' Sullivan  resigned as the Company's  Chief Technical
Officer and as a director. Mr. O'Sullivan intends on continuing his relationship
with the Company as a consultant.  Jon Halestrap was appointed Vice President of
Sales and Marketing and will serve as a director.

     In July 2000,  the Company and GEM Global  Yield Fund  Limited  ("GEM") had
reached an  agreement  to amend and  restate a  Convertible  Debenture  Purchase
Agreement to reflect certain changes following discussions with the staff of the
Securities and Exchange  Commission  (the "SEC").  Prior to  finalization of the
amended  agreement and the Form S-1 registration  statement to be filed with the
SEC pursuant thereto,  the Company was informed by GEM that GEM wanted to reduce
the  principal  amount of  debentures  to be  purchased  pursuant to the amended
agreement to US$750,000  as a result of the  Company's  then current share price
and the trading volume in the Company's stock. The Company has communications to
GEM  that it  considers  that  such a  reduction  in GEM's  commitment  to be so
material as to make it in the best interest of the Company not to proceed with a
financing transaction with GEM at this reduced transaction amount.

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

     None

EXHIBITS

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

10.1*     Overdraft  Facility,  dated July 19, 2000,  by and between the Company
          and the Bank of Scotland (Exhibit 10.1).

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 (Exhibit 10.2).

10.3*     Debenture,  dated July 13,  2000,  by and between  Invu  International
          Holdings Limited and the Bank of Scotland (Exhibit 10.3).

10.4*     Employment Agreement,  dated June 30, 1997, by and between the Company
          and David Morgan (Exhibit 10.4).

10.5*     Employment  Agreement,  dated June 9, 2000, by and between the Company
          and John Halestrap (Exhibit 5).

10.6*     Employment Agreement,  dated June 10, 1999, by and between the Company
          and John Agostini (Exhibit 6).

10.7*     Letter Agreement, dated February 22, 2000, by and between David Morgan
          and David Andrews (Exhibit 7).

10.8*     Letter Agreement,  dated February 2, 1999, by and between David Morgan
          and Daniel Goldman (Exhibit 10.8).

10.9*     Letter  Agreement,  dated April 27, 1999,  by and between David Morgan
          and Tom Maxfield (Exhibit 10.9).

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

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

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

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

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

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

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

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

10.18     Amendment Number One to the Convertible  Debenture Purchase Agreement,
          dated May 22, 2000,  by and among the Company,  GEM Global Yield Fund,
          Ltd.  and Turbo  International,  Ltd.  (Incorporated  by  reference to
          Exhibit 10.9 of the Company's  Quarterly Report on Form 10-QSB for the
          fiscal quarterly period ended April 30, 2000).

27*       Financial Data Schedule (Exhibit 27).

*Filed herewith

                                       5
<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  19, 2000             By:  /s/ David Morgan
                                             ----------------------------------
                                             David Morgan, President & Chief
                                              Executive Officer
                                             (Principal Executive Officer)


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







                                       6

<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 (Exhibit 10.1).

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 (Exhibit 10.2).

10.3*     Debenture,  dated July 13,  2000,  by and between  Invu  International
          Holdings Limited and the Bank of Scotland (Exhibit 10.3).

10.4*     Employment Agreement,  dated June 30, 1997, by and between the Company
          and David Morgan (Exhibit 10.4).

10.5*     Employment  Agreement,  dated June 9, 2000, by and between the Company
          and John Halestrap (Exhibit 5).

10.6*     Employment Agreement,  dated June 10, 1999, by and between the Company
          and John Agostini (Exhibit 6).

10.7*     Letter Agreement, dated February 22, 2000, by and between David Morgan
          and David Andrews (Exhibit 7).

10.8*     Letter Agreement,  dated February 2, 1999, by and between David Morgan
          and Daniel Goldman (Exhibit 10.8).

10.9*     Letter  Agreement,  dated April 27, 1999,  by and between David Morgan
          and Tom Maxfield (Exhibit 10.9).

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

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

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

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

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

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

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

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

10.18     Amendment Number One to the Convertible  Debenture Purchase Agreement,
          dated May 22, 2000,  by and among the Company,  GEM Global Yield Fund,
          Ltd.  and Turbo  International,  Ltd.  (Incorporated  by  reference to
          Exhibit 10.9 of the Company's  Quarterly Report on Form 10-QSB for the
          fiscal quarterly period ended April 30, 2000).

27*       Financial Data Schedule (Exhibit 27).

*Filed herewith

                                       7